MEMPHIS, Tenn. -- Rick Pitino believes an old rival gave his sixth-ranked Cardinals just the kind of early road test they needed.

Luckily for them, Chane Behanan helped make sure Louisville took home the victory.

Behanan scored 16 of his 22 points in the second half, and the Cardinals rallied from 16 points down in the first half to beat Memphis 87-78 on Saturday.

"This was as good a crowd as we've played in in quite some time," Pitino said of a near sellout with 18,392 in FedExForum. "It will rival any Big East crowd, certainly. Great arena, great fans, great crowd. We had to battle all the elements to get a victory and we did."

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.

But the Cardinals hadn't played in a week since beating Missouri-Kansas City on Dec. 8, and they seemed to forget all the plays they worked on in practice since then passing the ball to the 6-foot-6 Behanan near the basket. Behanan took only two shots in the first half as Memphis led 35-28 at halftime.

"It doesn't pay to work on it all week," Pitino said. "At halftime, I gave them a piece of my mind saying, 'You've got a great player here but you're ignoring him.' They got the message, and they didn't ignore him."

Russ Smith scored 13 of his 19 points in the second half for Louisville even after hurting his left ankle so badly in the first half he couldn't put any weight on it as he was helped to the bench.

Peyton Siva added 19 points, and Luke Hancock had 11. Behanan isn't talking to the media this semester under team discipline, but Smith said Pitino made sure they found the big sophomore in the final 20 minutes.

"We made an effort to try and come down and give him the rock every time possible," Smith said. "I think we did a pretty good job with that."

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. According to STATS LLC, Seattle was the last team to have five players foul out in regulation in a game against Washington on Jan. 10

"This one stings," said Memphis coach Josh Pastner, now 0-11 against ranked opponents.

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.

Jackson said he could feel the difference from the crowd.

"You made a big shot, they erupt," Jackson said.

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 and finish off a big win.

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.

Pastner said he went to a zone to protect his team with all the foul trouble.

"They were 1 of 8 in the first half from 3, and they hadn't shot well from 3 all year long," Pastner said. "We have to give them credit for making them."

The Tigers could get no closer than five in the final minute as Louisville sealed the win by hitting 10 of 12 at the free throw line down the stretch.

"We had to gut this one out," Smith said. "This wasn't going to be an easy win. We all knew that coming in. We're just really proud of ourselves now that we can go home after a great road victory."

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 and appearing ready to give their young coach his signature win.

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.

The Cardinals took advantage of Memphis turning it over a season-high 24 times, converting those into 29 points.