Louisville (9-1) trailed 25-9 in the first half before pulling out its fourth straight win in this rivalry with a team the Cardinals have played in three conferences. The Big East will be the fourth when Memphis joins in July.
Russ Smith scored 13 of his 19 points in the second half for Louisville. Peyton Siva added 19 points, and Luke Hancock had 11.
Memphis (6-3) had five players foul out, helping Louisville to a huge edge at the free-throw line. The Cardinals were 38 of 46; the Tigers 14 of 20.
Joe Jackson led Memphis with 23 points and eight assists, and Tarik Black added 21 points. Geron Johnson added 12 and D.J. Stephens 10.
These teams have been rivals for decades dating to when both belonged to the Missouri Valley Conference, then the Metro Conference and most recently Conference USA between 1995 and 2005. They're due to be back in the same league starting in July for at least a season in the Big East, if Louisville doesn't bolt early for the Atlantic Coast Conference.
Memphis called for a "blue-out", and fans responded. They also spent much of the game on their feet, booing or cheering every call and basket. The foul disparity was such that fans stood and cheered the Big East officiating crew derisively when Hancock was called for a foul with more than 6 minutes left.
The Tigers outshot Louisville 51.8 percent (29 of 56) to 42 percent (21 of 50) and outrebounded the Cardinals (34-28). They just couldn't overcome the difference at the free throw line.
Memphis led 54-44 on a dunk by Johnson with 12:25 left. That's when the Cardinals took control scoring 13 straight points, and Hancock hit a pair of 3s and Behanan added another. Kevin Ware hit a pair of free throws to cap the spurt and put Louisville up 57-54 with 9:58 left.
The Tigers could get no closer than five in the final minute as Louisville sealed the win hitting 10 of 12 at the free throw line down the stretch.
Memphis now is 0-11 against ranked teams under coach Josh Pastner, even though it looked like this would be the day the Tigers would finally give their young coach his signature win leading 35-28 at halftime.
Louisville jumped out 5-1 before Jackson got Memphis going by hitting a 3, and the Tigers wound up hitting 13 of 22 in building a 16-point lead. Stephens even stepped out and hit a 3-pointer, which put Memphis up 25-9 with 10:05 left. Memphis kept the Cardinals off balance by switching up defenses from its usual man to man, and the Cardinals wound up shooting 8 of 24 through the first 10 minutes.
Louisville also lost Smith for part of the first half when he hurt his left ankle when he collided with Stephens near the Tigers' bench with 6:02 left. Smith laid on the floor and rolled around for a couple minutes before being helped to the bench, unable to put his foot on the floor. But he was back late, though he shot only 1 of 8 from the floor missing all four of his 3-pointers.
The Cardinals took advantage of Memphis turning it over 24 times, turning those into 29 points.