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‘No Ordinary Game’: An Oral History Of The Day No. 2 Tennessee Beat No. 1 Memphis

Chris Lofton releases a roar of emotion against Memphis. Photo via Tennessee Athletics

Nearly 18 years ago, Tennessee basketball hired Wisconsin-Milwaukee’s Bruce Pearl as the school’s 19th men’s basketball coach with little fanfare. The program was coming off four unsuccessful seasons under Buzz Peterson and had made just five NCAA Tournaments (Jerry Green making four in as many years) in the previous 22 seasons.

Pearl inherited a talented freshman class and went to work winning over the donor and fanbase as well as making Tennessee basketball a national name on the recruiting trail.

“We were with the Lady Vols in Philadelphia in the NCAA Tournament and (former Tennessee AD) Mike Hamilton had just hired Bruce Pearl,” longtime Vol fan Earl Brown said. “He brought him to the Lady Vols’ reception before the ball game. Bruce came to every table and shook every hand of everybody that was there and said come to practice. We want you to be here. We’re going to turn this around and I’m excited to be here and of course he just proved that.”

Pearl’s energy was infectious and success quickly followed thanks to the pre-mentioned freshman class and early recruiting success.

Three years later and 15-years ago today, Tennessee basketball stood on the precipice of the mountaintop. The Vols (24-2) ranked second nationally and prepared to face their budding instate rival and top-ranked Memphis (26-0) at the FedEx Forum in Memphis.

John Calipari, Derrick Rose and Memphis were hunting a perfect season. Pearl and Tennessee were eyeing the program’s first ever No. 1 ranking.

What followed was a 40 minute battle and the most hyped Tennessee basketball game in modern history.

Rocky Top Insider talked to 11 Tennessee players, coaches and fans that were apart of what was then the most watched college basketball game in ESPN history to retell the story of Feb. 23, 2008— one of the most legendary days in Tennessee men’s basketball history.

One of seven Sports Illustrated covers for its 2007-08 college basketball preview

The Build Up

After a three-year hiatus, Memphis and Tennessee resumed its basketball series in 2005-06. While the game was scheduled before Bruce Pearl arrived in Knoxville, it began in his first season. John Calipari was already in his sixth season at Memphis but had made just two NCAA Tournaments and hadn’t made it out of its opening weekend.

The instate foes turned into true rivals due to a number of factors, including recruiting, with the series resuming.

Chris Lofton, Senior Guard: “It was just battle of the state. Calipari, his track record had great players, NBA pros and just the battle of the state. Memphis and Knoxville. … I think they had probably more talented players but us at Tennessee we never backed down, we didn’t care who you were.”

JaJuan Smith, Senior Guard: “We knew each other way before that game existed. Back in the AAU days, LeBron camp and so it was bigger than Tennessee and Memphis. It was a big thing for bragging rights from being kids and making it to that stage.”

Duke Crews, Sophomore Forward: “It was probably the first time like that in the history of both programs where both sides were that strong.”

Tony Jones, Assistant Coach: “First-and-foremost it was a rivalry because of recruiting. We both recruited the state and they got some players over us aka Willie Kemp— a guy that we recruited really, really heavily but we didn’t get.”

Bruce Pearl: At that time, I was hardly ever able to beat Memphis in recruiting on a Memphis kid.”

Jason Shay, Assistant Coach:There were a couple recruiting battles. Neither one of us had all Tennessee kids but we had enough and when you do that those type of rivals, those kids want to win for their school and there’s some pride in that.”

Adding to the rivalry as much as anything else was the tension between the head coaches. Calipari and Pearl certainly weren’t on each other’s Christmas card lists. How aware players were of the coaches’ disdain for one another depends on the player, but the relationship added an extra tension.

Pearl: “He (Calipari) was building a nationally competitive program at Memphis at the same time I was building a SEC competitive program at Tennessee. We kind of, as a result of that, bumped into each other.”

Jones: “It’s genuine, however, there is a great deal of respect amongst both people as far as what they’ve accomplished in the game of college basketball.”

Shay: “I think Coach Pearl and Coach Calipari kind of played to the rivalry in the media. I think it was all in good fun but the verbal jabs I think just added to the fuel.”

Senior guard Jordan Howell: We didn’t know it was anything personal, we just knew that they were competitive people. They were fiery people.”

Crews: “It was something we were aware of. Of course, I can’t speak on Coach Cal’s end but I don’t think it played too much into it. … It wasn’t a big thing that Coach Pearl tried to drive into us to get us extra hype for that game.”

Sophomore forward Wayne Chism: We didn’t know it was like that with the coaches. Coach Pearl kept a lot of things close to his chest but when the game came you could tell his intensity rose very high.”

J. Smith: “We were aware to the max. … It was just a big rivalry all the way down, from the style of play to the recruiting and all that.”

Jones: Both of those guys haven’t met a mic that they didn’t cozy up to. Each of those individuals was trying to garner as much publicity for their program as possible.”

Tennessee and Memphis split the matchups in the first two years after the series’ renewal. The rivalry was already peaking entering the season and Sports Illustrated highlighted it along with six other college basketball feuds in its season preview magazine. When Tennessee rose to No. 2 the week of the matchup the stage was set. No. 1 Memphis. No. 2 Tennessee. ESPN’s College Gameday came to Beale Street and the college basketball world shined on the Volunteer State.

Brian Williams, Freshman Center: “One versus two in a regular season game, instate rivals you can’t make this up and we already mirror images and our style of plays was more street ball so no matter your preference you was going to find it in that game.”

Howell: “It felt like the nation’s eyes were on this game.”

Pearl: “You had the world of college basketball right there in that moment. It wasn’t in Lawrence, Kansas. It wasn’t in Chapel Hill, North Carolina. It wasn’t in Lexington, Kentucky. It was in Memphis, Tennessee. I was very very, still am, very very proud to have been a small part of that.”

J Smith: “It had Super Bowl written all over it. Couldn’t go no where.”

Lofton: “Just so different. It wasn’t no ordinary game. This was for No. 1 in the country.”

Jones:  “It was Final Four. It was a Final Four hoopla. It was Final Four pageantry. ESPN, each and every commercial almost every half hour, on the hour, One versus two. Tennessee versus Memphis. Memphis versus Tennessee. Both fan bases were at a fevered pitch.”

Shay: “I just remember we stayed at the Westin right across the street from the FedEx Forum. … I remember waking up the next morning and my room faced the Forum and people were, I don’t know when they started, but they were already lined up for College Gameday. You just see the pictures from Beale Street and it was a Final Four type atmosphere. That’s how big it was.”

Crews: “The build up was nuts. It was movie like.”

As game time approached, Pearl amped up the anticipation even more. Speaking to a UT Alumni group at The Rendezvous in Memphis, Pearl declared Tennessee would “kick Memphis ass.” The Big Orange crowd erupted. You can view the video here.

Pearl: “If I didn’t believe it was possible, how in the world are the kids or our fanbase going to believe? … I also love the idea of creating a rivalry. It’s gotta be fun.”

Lofton: “That’s Bruce. That’s him. He’s confident. He works hard. He has us ready. He has his teams ready to play.”

Chism: “That was one of the best motivators before he even got to the locker room. … If you say that, your team has to be ready.”

Howell: “That is classic Bruce fashion. … I’m sure he told us that we’re going to kick their ass today, but he didn’t tell us that he was telling other people that we’re going to kick their ass.”

Even as both teams and the abundance of celebrities, including Peyton Manning, Priscilla Presley, Justin Timberlake and more, made their way inside the FedEx Forum the pregame drama wasn’t over. A brouhaha and celebrity trash talk still ensued before the opening tip.

Jones: “We were both coming at each other to come on the court. … I could hear, I saw it for myself, Joey Dorsey, Chris Douglas-Roberts approaching our players and saying I quote ‘we not getting ready to play this game. Let’s fight. We ready to fight right now.’ That was an intimidating ploy, an intimidating factor and our guys — Wayne Chism, JaJuan Smith, Tyler Smith and J.P. Prince and Ramar Smith — were like man, these guys are scared of us.”

Howell: “We essentially met at the tunnel. There was a lot of taunting going on for a lack of a better words. Lots of extracurricular words being thrown around. You just knew what was about to happen on the floor.”

Chism: That right there, you’re going against some dawgs. Everybody is not from the suburbs on our team. That was a hood game. I would just say that. You’re putting two hood teams together on the court on national TV in front of everybody and the fight was basically letting you know what hood you’re from. It was pretty big and when it spilled over onto the court you know how the game was going to be— intensified.”

Crews: I do remember that situation in the tunnel. They weren’t as tough as they looked.”

Jones: “(They) thought they were going to intimidate us. That just wasn’t happening with the aforementioned individuals. They were all tough, urban, playground kids that just weren’t having it. That was before the game, that set the whole tone right there.

Howell: “I remember running out for the first time and Irv Gotti, a famous rapper, was right on the front row standing up while we’re running around on the sides, right in our face almost, tapping a Memphis jersey and I remember Duke Crews yelling at him, ‘you’re going to wish you had on the other Tennessee tonight.’ It was just like, is this happening? Is this really going on?”

Ramar Smith guards Memphis’ star Derrick Rose. Photo via Tennessee Athletics

The Game

After a week of build up, it took just 35 seconds for the game’s first timeout. Tennessee won the opening tip, Tyler Smith got to the free throw line, making one of two free throws. JaJuan Smith grabbed the offensive rebound and ended the possession drilling a corner three. Tennessee led 4-0 and John Calipari wanted to talk about it.

Chism: Any coach if you’re down that many points, they’re going to sit down and let you play and figure it out, but this game meant too much for him to do that. He had to call that timeout because if he didn’t it was going to be one of those long nights for Memphis.”

Williams: “JaJuan starting hot was that scuffle I’m telling you. … JaJuan became Kobe for five minutes.”

Memphis settled in and a heavyweight fight ensued. The under 16 media timeout didn’t occur until the 12:51 mark. By that time, Memphis led 20-16 and there had been nine total made three-pointers. JaJuan Smith hit all three Tennessee long balls.

J. Smith: “I was just really amped up. Like a dream come true in the FedEx Forum and I just knew in warmups I wasn’t missing nothing. … I was a superstar with that type of play. Half court, I’m average. When you get to play your game I’m a superstar.”

Pearl: JaJuan Smith as I remember kind of miraculously kept us in it with a couple big shots late in the shot clock that were not very good looks but it was just the best we could get and he made them. He kept us in range.”

Howell: “It did feel like he had a couple shots a few steps over half court that game.”

Lofton: I remember JaJuan, he wasn’t afraid of anything. He wasn’t going to back down. He was going to take his shots. He was going to play hard. He was going to play defense. I’d go to war with JaJuan because I knew he was going to give it all he’s got every possession.”

Jones: “JaJuan Smith came out knocking down shots, knocking down shots from 30-35 feet and it was haymakers. … We got hit in the jaw. We got hit in the jaw and we came back and said ‘Is that all you got? Is that all you got?’ and it was a feeling-out process for the rest of the game.”

Chism: “JaJuan Smith. Jesus Christ. What can I tell you? He carried us for a minute. … Once he was lighting it up everyone got involved and into the game.”

Cramps limited Smith following his fast start and he wouldn’t score again while adding 10 rebounds in his 27 minutes of play.

Once Memphis took a 11-10 lead it didn’t trail again in the first half. The usually poor shooting Tigers made seven of their first nine and eight of their first 11 three-pointers. ESPN play-by-play announcer Dan Shulman called it “unbelievable” as Memphis used the long ball to build a seven point lead with five minutes to play in the first half. From there, Tennessee used an 8-2 run to pull within one at halftime.

Howell: “We played our man defense but we did not extend out much further than the three-point line and it was ‘they can not beat us from three. They can’t.’ So when you come back in the locker room and they’re kind of beating us from three, I remember exactly it was like, we’re not changing they can not beat us from three. They will not beat us from three and they can’t.”

Shay: “It was my scout … ‘I was like, coach (Pearl) they’re not going to sustain it. They’re not. We’re fine. We’re good.’ We weathered the storm and we were ecstatic, so to speak, going into halftime that they had made all these shots and we were only down one.”

Lofton: “We had a feeling they weren’t going to be able to do that for 40 minutes. We just had to continue to execute our game plan and run our offense and force them into tough jump shots.”

Crews: “You just kind of look around and say you took their best shot and we’re down one point in Memphis. We feel like we’re going to win this game.”

J. Smith: You shot the ball the best you have all year. Now do it again.”

A Tyler Smith layup gave Tennessee the lead on its first possession of the second half. Tennessee took control early in the second half thanks to Arizona transfer and Memphis native J.P. Prince. Prince grew up a Memphis ball boy and his dad, John, was a Memphis assistant while he was growing up. 

Pearl: “Cal had called J.P. Prince the wrong name (P.J.) all week in the media. I knew J.P. was ready to go.”

J. Smith: “Without J.P. Prince we don’t win that game and I think he took to heart a lot of the stuff Calipari amped up on the game. He pronounced his name wrong and like I said, with all of that we were a team to where what made us so good is everybody had something to prove.”

Williams: “He basically fighting his hometown and that’s tough. … He came into his own that night.”

Prince scored 11 second half points, making hustle plays and giving Tennessee some breathing room with a 6-0 run of his own before hitting two crucial free throws late.

Howell: “I think that game specifically is when J.P. was like, he’s different. And I think that game probably elevated the rest of his career because of the confidence he gained in that back home. He was special in that game. He had a dunk in that game that I think for all of us was like, holy crap this kid is different.”

Jones: “He brought a competitive nature to that second half. He played extremely well in the second half of that game. He got some dunks that really ignited our fan base that was there and it helped us sustain the momentum we had at the end of the first half.”

Shay: “His defense turned into offense which gave us some easy baskets to give us momentum there to start the second half and take control of the game.”

J. Smith: “He would go home and play open gym and there would be a lot of trash talking so this game I feel like all the trash talking they ever did to him he answered on the big stage. I know he shocked them because he shocked us and saved us.”

Crews: “In the second half, for him to play the way that he played you can almost make a documentary for that alone.”

Like Memphis’ in the first half, Tennessee’s lead peaked at seven in the second half. The Tigers didn’t go away, retaking the lead with 3:42 to play thanks to Derrick Rose’s 13 second half points.

Shay: Derrick Rose was faster than our whole team combined.”

Chism: DRose just went to work. … That showed why he was that high of a lottery pick and draft pick for the Bulls. That guy was the truth.”

Tennessee took its second to last timeout with 2:19 to play. Memphis led 61-58. Pearl drew up a play for Tyler Smith who scored on a driving layup. After Memphis missed two shots, including an open layup, on the same possession, Smith hit an eight-foot turnaround to give the Vols a 62-61 lead with 30 seconds to play.

J. Smith: Tyler was one of them type of players to where he wouldn’t say he wants the ball but everything on him let you know he wanted the ball. I would say a lot of times the play might not have been drawn up for Tyler to be in that position but once it touched his hand, everything with him, he was our guy.”

Howell: “Tyler, I think if you asked everybody on the team, he was the best teammate over my four years and the reason was he always made the right play. Tyler wasn’t going to force anything. If he didn’t have it he was going to kick it out and was always looking for the shooters— JaJuan and Chris.”

Crews: “You look at the guy who you put the ball in their hands and they’re going to make, if not the best decision, the best play. The best play possible for the team. Tyler was that guy for us in that moment, for that particular game.”

Jones: “We knew that we had a mismatch there.”

Chism: “He was a mismatch all over the floor and he was the general. … Tyler was dominant. You couldn’t stop him in that game.”

Smith scored a team-high 18 points with the last four pulling Tennessee back in front. Tennessee got a stop, Prince hit the previously mentioned two free throws and the Vols intentionally fouled up three. After Rose purposefully missed the second free throw, Lofton grabbed the rebound and went to the line with a chance to ice the game with 2.9 seconds to play.

It was a rare quiet night for Lofton. The All-American walked to the line having scored just five points and was one-of-two at the free throw line. How did Tennessee feel?

Lofton: “My confidence is there. It’s just let’s put these two free throws in and let’s go home. Let’s go back to Knoxville number one in the country. Let’s get out of here.”

Judy Brown, Tennessee fan: “No doubt. Chris was dead on with free throws and under pressure.”

Pearl: He spent way too much time in the gym preparing himself for those moments. I knew he wouldn’t even hit the rim.”

Howell: He was cold blooded at the end of the game and I knew the game was on ice when Chris got fouled.”

Crews: “I don’t think anybody in the world, Memphis people included, thought Chris was going to miss any of those free throws. … Pop the champagne, light the cigars. It’s Chris Lofton.”

Lofton nailed both. Only his second free throw grazed the back of the rim as the Vols’ star iced the biggest regular season win in program history.

Tennessee players celebrate with fans outside of Thompson-Boling Arena early Sunday morning. Photo via Tennessee Athletics

The Aftermath

Doneal Mack’s meaningless desperation heave missed and it was over. No. 2 Tennessee 66, No. 1 Memphis 62. The Vols had defeated the nation’s top team for the second time in program history and would soon occupy that spot. The celebration was on.

Crews: “I remember the buzzer going off and I can read my teammates. They’re my brothers. We want to lose our minds, and rightfully so. We want to lose our minds. … We want to lose our minds but I remember Coach Pearl, he kept repeating it, act like you’ve been here before. Act like you’ve been here before. Well coach, I don’t know how to act because I’ve never been here before but I’m going to trust you don’t want me to go crazy.”

Shay: “They were excited, happy, water being thrown everywhere. The (University) President came into the locker room at that time and everybody was ecstatic because Tennessee had never been ranked No. 1. It was a program moment and to do it against your rival was something special.”

Lofton: “It was great. It was great. … To come from my freshman year to senior year, you’re throwing water, jumping up and down. It was a special night for us.”

The celebration inside the FedEx Forum was only the start. After a short flight back to Knoxville, Tennessee’s team bused to Thompson-Boling Arena where Vol fans and students greeted them.

Howell: That was the best part. I do remember getting back to Knoxville. I remember Bruce getting up on a car and chanting as we’re back at Thompson-Boling Arena. The fans were unbelievable. They showed up.”

Chism: I don’t know what coach was thinking. … Everybody was at the arena waiting for us when we pulled up. Coach was in his car behind the bus and when he jumped on the top of the hood of that (black) Lexus there was a big ole dent in it. What can you say about a man like that? Forget the car bro. We just did something Tennessee hasn’t ever done. That is being No. 1 and beating the No. 1 team in one of the most watched and televised basketball games ever.”

“The next day he had a nice white one. Everybody was there to celebrate that win and it was awesome.”

Crews: It’s a moment that you can’t forget. It’s unreal. It’s a surreal moment and that’s what makes college sports great. Moments like that. It’s what makes college sports great.”

Jones: “I don’t think we got home until 1, 2 o’clock in the morning and then we told Roosters (Bar and Grill) just to keep it open because we’re coming. Me, Steve Forbes, Jason Shay, Bruce Pearl, Ken Johnson and everybody on the staff, we were there and celebrated all night until about 5 o’clock in the morning at Roosters. Having a great time.”

Tennessee became the nation’s new No. 1 team Monday, marking the first time the men’s basketball program held that honor. The Vols spent only one week at No. 1, falling to No. 18 Vanderbilt in Nashville Tuesday night.

J. Smith: “Waking up that Monday and seeing we were above all the college basketball great schools like the Dukes, the North Carolinas, the Kentuckys. It was just, like I said, a dream come true.”

Howell: “We were the best… For two days. We were the best. It was a high and a low. You can’t, for my perspective, you remember what happened two days later. That’s just as big of a memory. We expected to beat Memphis. We expected to beat Vanderbilt and that loss hurt worse than the win felt because we felt like we were the best team in the country and then we ended up getting beat.”

Following the Vanderbilt loss, Tennessee won its final four regular season games on its way to the SEC Regular Season Championship. That would be the only hardware Tennessee won that season. Arkansas knocked off Tennessee in the semifinals of the SEC Tournament and Louisville routed two-seed Tennessee in the Sweet 16.

Memphis didn’t lose again until the National Championship game when Mario Chalmers and Kansas knocked off the Tigers. The NCAA later stripped Memphis of the Final Four due to Rose using an invalid SAT score to get into school.

Williams: Winning that game was a gift and a curse.”

Howell: I think looking back at the season we definitely peaked at that moment. We ended up getting beat by Arkansas in the SEC Tournament and we found it hard to, I don’t know, find our way down the stretch I guess is what you’d call it.”

Despite the disappointing end to the season, Tennessee earning the program’s first No. 1 ranking was a huge accomplishment. Beating its undefeated rival on a massive stage was just as sweet. 

Pearl:  “Making history. Tennessee gave me the opportunity of a lifetime and I went to work every day trying to reward Tennessee for that decision to bring me to Knoxville. To me it was just ‘thank you for the opportunity Tennessee. Thank you for letting me be a Tennessee Vol.’”

Earl Brown: “It meant everything and felt like we arrived.”

Chism: “We wanted to win. They wanted to win but doing it in Memphis at FedEx Forum at they house, on they floor and you’re seeing nothing but orange on the floor. It was the greatest feeling ever.”

Shay: “It was a special night. One you won’t ever forget.”

Lofton: “It was special. Just a special night for me. I loved it. Tennessee was the best four years I had and I wouldn’t change it. I bleed orange and I’m just thankful that I was a part of that moment in Tennessee basketball history.”

J. Smith: “This goes back to me and Chris. When we first came in we were 14-17 and you come back the next year with Bruce Pearl and we have a winning season, blew records out the door. … I know for me and him it was a bigger picture than just that night. That’s something I’m always going to remember in life. Our hard work paid off.”

Jones: He (Earl Brown) came up to me (after the game) and he hugged me and said, ‘Coach Jones, I love you. This is the greatest moment in Tennessee basketball history.’ That’s what I will always remember. Earl Brown … just walking around the arena in pure jubilation.”

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