MEMPHIS, Tenn. — Memphis wanted to prove it really was the best team in the country, maybe even make a run at perfection.

Turns out, the Tigers aren't even best in their own state.

Tyler Smith hit a turnaround jumper in the lane with 28 seconds left and No. 2 Tennessee knocked off the nation's last unbeaten team, edging top-ranked Memphis 66-62 tonight.

The Volunteers (25-2) won the I-40 showdown and are likely headed to No. 1 for the first time in school history.

"You guys all said we needed to lose one, so we lost one," Memphis coach John Calipari told the media, trying to shrug off the end of the nation's longest home winning streak at 47 games. "Great game. I have to give them credit. They scrapped, they battled."

Tennessee won on a night when star guard Chris Lofton scored only 7 points, beating up the Tigers with a dominating performance on the boards. Lofton did finish it off, though, hitting a couple of free throws with 4.5 seconds to go after Memphis (26-1) intentionally missed at the line.

Now the spotlight shifts to the Vols, who've never made it to a regional final, much less the Final Four.

"No. 1's great," Lofton said. "But we want to be No. 1 at the end of the year."

The city along the Mississippi River, famous for Elvis Presley and the blues, was downright electric before the game. Thousands streamed along Beale Street, ducking into the juke joints for a helping of music and beer, or headed over to Rendezvous to munch on slab of juicy ribs.

Priscilla Presley, who had Graceland bathed in Tiger blue the night before the game, watched from a front-row seat. NFL star Peyton Manning managed to land a seat in a luxury box to cheer on Tennessee, his alma mater.

Tickets were going for as much as $5,000 on the Internet. The fans in the lower bowl were on their feet the entire game.

"It was a great night for college basketball in the state of Tennessee," said Vols coach Bruce Pearl, who felt the atmosphere was reminiscent of another big night in Memphis, when Lennox Lewis knocked out Mike Tyson in a heavyweight title fight.

"This town hasn't been like that since that fight. It was alive."

Not so much at the end. The blue-clad fans sat glumly in their seats, as if they couldn't believe their team actually lost at home for the first time since a setback to Texas on Jan. 2, 2006.

"We've just got to learn from it. We lost," junior Robert Dozier said. "They just out-toughed us. They get every loose ball, every offensive rebound. They just outplayed us."

Despite their perfect record, the Tigers had plenty of skeptics who felt their lofty record was more the result of beating up a bunch of patsies in an unheralded league, Conference USA. They wanted to show they really were worthy of making a run at Indiana, the last team to win a championship with a perfect record, way back in 1976.

The Hoosiers can rest easy. Tennessee's players walked off the court in triumph, holding up the name across the front of their orange jerseys to taunt the stunned crowd. The small group of Vols fans who actually got in the building hung around to chant "We're No. 1! We're No. 1!"

Just as Pearl predicted at a pep rally before the game.

"I wanted to make sure our guys knew we were playing for something," Pearl said. "I don't know if we're the best team in the country. I knew we were 40 minutes away from being No. 1."

Smith scored 16 points to lead the Vols, while Wayne Chism and J.P. Prince added 13 apiece. But Tennessee did its best work on the boards, overpowering the Tigers with a season-high 50 rebounds. Memphis had 34.

This was the 38th game between teams ranked Nos. 1 and 2, but only the fifth time those teams were from the same state. And Tennessee, of all places, deep in the heart of football country.

"Rocky Top, you'll always be, home sweet home to me," the orange-clad fans sang, having the arena to themselves after the Memphis faithful headed into the night to drown their sorrows. "Good ol' Rocky Top, Rocky Top Tennessee."

The Tigers were up when Smith took a pass from Lofton, backed in and hit the jumper for a 62-61 lead. Antonio Anderson missed badly for Memphis at the other end, and the Tigers were forced to foul.

"I really don't even remember," Smith said. "I just remember the shot going in."

Prince hit a pair of free throws to make it a three-point game, and Tennessee wisely fouled before Memphis could go for a tying 3. Derrick Rose made the first attempt in a 1-and-1, but had to miss the second intentionally, in hopes the Tigers could grab the rebound.

No way. Tennessee came down with it and Lofton was fouled. He only went 2-of-11 from the field, but calmly sank the two foul shots that finished off the Tigers' perfect record.

While Rose was trying to miss at the line, Memphis clanked plenty of shots it wanted to make. The Tigers, one of the nation's worst free throw-shooting teams, lived up to their ranking by making just 8-of-17 at the line.

Rose led Memphis with 23 points, but Chris Douglas-Roberts was the only other player in double figures with 14.

The Tigers looked in good shape when Douglas-Roberts scored on a layup with 2:28 left, putting his team up 61-58.

Then Smith went to work. He answered with a drive of his own, pulling the Vols to 61-60, then hit the game winner — but only after Memphis squandered three chances on one possession to extend the margin.

Doneal Mack missed a 3, but the Tigers grabbed a long rebound. Rose missed, and Memphis chased it down again. Finally, after playing without the ball for some 90 seconds, the Vols finally grabbed it away off an attempt by Dozier that banged the front of the rim.

The teams started out like they both intended to go for 100.

Tennessee made its first four shots, two of them from 3-point range. Memphis connected on its first three, all of them outside the arc. So intense was the action, the first TV timeout didn't come until the game was more than 7 minutes old.

They couldn't keep up the pace. Tennessee wound up making only 38 percent (24 of 64) from the field. Memphis finished just shy of 40 percent on 23-of-58 shooting, failing to make any 3s in the second half after hitting five of their first eight from beyond the stripe; they wound up 8 of 27.

The Tigers couldn't pull off another last-minute escape, as they did a week earlier when rallying from 7 down in the final 90 seconds at UAB.

"I thought we had them at end," said Calipari, sweat dripping off his brow. "They made plays and we didn't, which is really unusual for us."

Pearl was the prophet on this night.

Minus his garish orange jacket, the coach attended the pep rally a couple of hours before tipoff, firing up the faithful at a sports restaurant near the FedExForum. He made a bold promise: "All I can tell you is we're 40 minutes away from being No. 1."

Then his team proved him right.