MEMPHIS — Too big, too quick, too deep and too talented.

No. 4-ranked Memphis was simply too much for Tennessee to handle.

The Tigers scored an 88-79 basketball victory over the Vols before 18,144 at FedEx Forum on Wednesday night.

Memphis used a late 10-0 run to pull away and improve to 16-2. UT dropped to 11-3 and will face Florida in a 7 p.m. game Saturday at Thompson-Boling Arena — a game that's nearly sold out.

After the Vols' most-recent performance, it's easy to understand why. UT went toe-to-toe with a premier team in a tough arena, overcoming an early nine-point deficit to lead 45-41 at the half. They stayed even with Memphis, 69-69, until 6:45 remained.

Dane Bradshaw was the catalyst, scoring a career-high 21 points on 9-of-13 shooting while pulling down a team-high 10 rebounds. He also had a team-high four assists and a game-high five steals.

"To have a double-double and fill up the stat sheet,'' UT coach Bruce Pearl said. "What more can you say about Dane?''

Memphis fans chanted "Mem-phis Re-ject'' at Bradshaw during the warm-ups. But the undersized junior forward quickly proved he was anything but that.

Bradshaw, a Memphis White Station high school star, scored six points and had five rebounds in the first 6A 1/2 minutes.

"I got comfortable early and realized where I could break the defense down,'' said the 6-foot-4 Bradshaw, who scored most of his points in the lane. "I was hoping more than ever to play well in this type of game.''

The Tigers had their visions of victory, too.

Memphis' Rodney Carney turned his graceful game up a notch in the second half, leading all scorers with 22 points. The Tigers' powerful Shawne Williams scored 21 points, got 14 rebounds and four of his team's 10 blocked shots.

"Rodney may have played the best half since he has been at Memphis,'' Memphis coach John Calipari said. "Shawne Williams was phenomenal.''

Calipari conceded UT's performance was, too.

"That was a high-level basketball game,'' Calipari said. "My hat is off to Tennessee. They played exactly like they had to play.''

At least, until the final 6:32.

The Tigers, a team Pearl said has no fewer than three future NBA players, reeled off a 10-0 run after the Vols tied it 69-69 on two C.J. Watson free throws.

A Williams' three-point play capped the run with Memphis up 79-69 and 4:04 remaining.

Then UT drew no closer than six.

"We played them hard and had the game in our hands,'' said Watson, who had 14 points despite 2-of-10 shooting. "We just couldn't finish it.''

Memphis had the look and style of an NBA team, isolating its stars, settling for open 3-pointers and playing little defense until the second half.

UT, undersized and undermanned, could only be the college team it is, running set plays, diving for loose balls and playing zone much of the night.

It was an interesting clash of styles as the teams met for the first time since the Tigers' 71-69 home win in 2001.

Memphis has won nine of its past 10 games against SEC teams, but Wednesday's game was up for grabs at the half.

Bradshaw popped a 3-pointer to cap a 7-0 run that put the Vols up 45-41 at halftime.

The Tigers erased the deficit quickly when play resumed, opening the second half on a 5-0 run to take a 46-45 lead on Williams' basket.

The teams exchanged the lead four times before Chris Lofton (16 points) tied it, 55-55, with 16:01 remaining.

The Vols missed their next six shots, but Andre Patterson's three-point play pulled UT to 61-59 and ignited a 7-2 run. Stanley Asumnu's dunk capped the spurt and tied it at 63-63 with 9:33 left.

"We ran out of gas a little bit at the end,'' Pearl said. "Memphis executed down the stretch better than we did.''

Bradshaw was perplexed in the postgame.

"The effort was definitely there,'' he said. "This is the second game in a row we put ourselves in position to win in the first half. For some reason, we just haven't made enough plays in the end.''

The Vols were 7-of-25 (28-percent) from beyond the 3-point arc. Safe to say, the high-flying Tigers had much to do with that.