Penny Hardaway explains the confrontational final moments of Memphis' game vs. Tennessee and how Volunteer players had their "fists balled." (0:52)

Memphis coach Penny Hardaway said Tennessee players left their bench and "ran over to fight" with "fists balled" as tempers threatened to boil over late in the Volunteers' 102-92 road win Saturday.

During a timeout with less than a minute to play, two Memphis players and one Tennessee player were assessed technical fouls after exchanging words, but Hardaway said he thought the No. 3 Volunteers should have been further penalized for leaving their bench.

"I said [to referees], 'The entire Tennessee team ran over to fight,'" said Hardaway, the former NBA All-Star who is in his first year as Memphis coach. "Their entire team emptied the bench to run over. They didn't come over because it was a timeout.

"You could visibly see guys with their fists balled, talking trash to our guys. It was almost like a standoff. I was asking the referee why they were able to come across the line into our area and not get a technical."

Hardaway had an animated discussion with the officials before leaving the floor after the game. He said afterward he was told that the Vols players could come on the floor because Memphis had just called a timeout.

Memphis coach Penny Hardaway was not happy with the late-game confrontation. AP Photo/Brandon Dill

A confrontation between Tennessee guard Jordan Bone and Memphis guard Alex Lomax led to the incident. Both players received technicals, and Memphis' Jeremiah Martin also was T'ed up after getting involved as Bone walked toward his bench. Bone made two free throws to expand Tennessee's lead to 11.

"Alex is a kid that is not going to talk trash," Hardaway said. "Obviously, Jordan Bone said something to him disrespectfully. He protected himself by saying something back. Jeremiah jumped in and said something to Jordan Bone. The referee teched Jeremiah up."

The highly anticipated game before a sellout crowd was the first game in the long-running rivalry since January 2013.