AUBURN HILLS, Mich. (AP) - Down by five with only a few seconds remaining, Matthew Dellavedova and Saint Mary's nearly pulled off an NCAA tournament upset for the ages.
Instead, the senior star's last-second shot sailed long, and sixth-seeded Memphis moved on to the next round.
Dellavedova's 3-pointer from the right wing missed everything as time expired, allowing Memphis to hold on for a 54-52 win over 11th-seeded Saint Mary's on Thursday.
The Tigers led by 15 in the first half but nearly gave the game away in the final seconds.
With Memphis (31-4) ahead 54-49, Eividas Petrulis banked in a 3-pointer with 3.1 seconds to play.
The Tigers then lost the ball when the Gaels' Jordan Giusti deflected the inbound pass off Joe Jackson of the Tigers and out of bounds.
Saint Mary's (28-7) was out of timeouts but had a chance to regroup while officials reviewed the previous sequence. It didn't matter.
Dellavedova, the career leader in scoring for Saint Mary's, was able to get a shot off, but it didn't come close to going in.
It was the first win in the NCAA tournament for Memphis since 2009, when John Calipari was still coach. The Tigers face third-seeded Michigan State on Saturday.
D.J. Stephens had nine points and eight blocks for Memphis, and Jackson had 14 points and seven assists. Brad Waldow scored 17 points to lead Saint Mary's.
Dellavedova had 10 points, seven assists and six turnovers in 40 minutes.
The Gaels beat Middle Tennessee on Tuesday night in the First Four, but they fell way behind in the first half against Memphis and struggled all game with the Tigers' athleticism, especially around the basket.
Memphis finished with 12 blocks. Saint Mary's had none.
The Tigers led 32-22 at halftime. Dellavedova started the second half with a 3-pointer, and the Gaels trailed by only five at 32-27 before Geron Johnson scored on a tip-in for Memphis.
Waldow then had his shot blocked twice in a 15-second span, once by Stephens and once by Tarik Black. Even Stephens' less successful plays were spectacular, like a missed dunk off an offensive rebound with about 15:30 to play.
Beau Levesque had a chance to tie it for Saint Mary's with a 3-pointer, but the ball came out of his hands awkwardly, and the shot ended up missing everything.
Memphis went on an 8-2 run after that, which included a one-handed dunk by Stephens and a 3-pointer by Chris Crawford that made it 44-35.
It was 44-40 when Mitchell Young tried to drive on Stephens. Blocked again.
A 3-pointer by Jackson put the Tigers up seven, and they appeared to be out of danger until those frantic final seconds almost ended their season.
Stephens set the tone early in the game by blocking a shot by Young. The 6-foot-5 senior would go on to block four shots in the half, and the Tigers were just as tough on the perimeter, pressuring Dellavedova all over the court.
The Saint Mary's guard didn't look too rattled, finding teammates with a few nice early passes, but the Gaels never looked all that comfortable offensively.
After Dellavedova found Waldow for a dunk and an 11-9 lead, Memphis scored 10 straight points, including 3-pointers by Adonis Thomas and Jackson.
The Tigers led 28-13 after a three-point play inside by Black, and it was 32-20 after Jackson found Stephens for an alley-oop dunk.
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