"I'm happy with our guys tonight," Louisville head coach Rick Pitino said. "We gave all that we had but just came up a few passes short in the second half. I'm proud of what we accomplished and I think it will help us."
Louisville controlled the game for the first 35 minutes of play, but a string of costly turnovers and missed shots did them in against a hot, three point shooting Memphis squad.
Behind a strong offensive performance from junior Larry O'Bannon, who finished with 26 points, Louisville took a 37-33 lead to the break.
Using a zone defense most of the first half to slow the pace, the Cards shot 62 percent to take a lead into the locker room.
Early in the second frame, the Cardinals came out strong, extending their four point half-time lead to nine midway through the second frame.
But the undermanned Cardinals couldn't protect their lead down the stretch and Memphis proved to have just enough at the end to sneak off their homecourt with the win.
Rodney Carney, who made 5-10 three pointers, led Memphis with 19 points.
Louisville has now dropped two games in a row and finds itself one game behind UAB in the C-USA standings with the Blazers set to visit Freedom Hall this Saturday.