NEW YORK (AP) -- John Calipari was honest with his team when it was about to start overtime.
"I told them, 'This is very painful to sit here and be in this,'" the coach of No. 2 Memphis told his team after 40 minutes against Southern California (No. 24 AP) produced a 54-54 tie.
The 8,300 fans at the Jimmy V Classic at Madison Square Garden on Tuesday night had the same painful feeling Calipari did.
Play didn't improve in the overtime, but the Tigers had enough to beat the Trojans 62-58.
"There's only a few teams that will try to run with us," Calipari said of the slow pace preferred by Southern California. "What you're doing is hoping we don't make shots and tonight we didn't make any."
The Tigers (7-0) shot 37.3 percent for the game (25-for-67) and committed 22 turnovers as Southern California mixed in a triangle-and-2 defense, something the coaching staff laid out for the players about two hours before the game in a ballroom in the midtown hotel they were staying in.
"Considering we had no poise against Kansas 48 hours before I'm proud of this team," Southern California coach Tim Floyd said. "We played with more of a purpose on the defensive end. The kids tried the triangle-and-2 and ran with it."
The Trojans (6-3) were 19-for-66 from the field (28.8 percent), including 1-for-9 on 3s, and turned the ball over 21 times.
"We wanted to muck it up some and that's why we went to the triangle-and-2," Floyd said. "Good teams shoot 35, 36 percent and win. We shot 28 percent and went overtime with the No. 2 team in the country. That means we're doing a lot of things well."
The game was billed as a matchup of star freshmen, Rose for Memphis and Mayo for Southern Cal, but both struggled. Rose was 3-for-9 from the field and had five turnovers.
"The hype sometimes you want to be that person but that comes with the territory," Rose said. "You want all the hype. You just go out and play hard and you'll get it but you've got to make sure you don't get too bigheaded when you get it."
Mayo was 6-for-20 from the field -- including missing seven straight shots over the last 14 minutes of regulation and the first 4:45 of overtime.
"I'm just trying to get better as a player," Mayo said. "I'm not perfect, but I strive to be perfect. Nobody plays perfect but I just try to get better."
Southern California often had three freshmen on the court, sometimes with two sophomores.
"We've got to get playing quicker, playing faster," Floyd said. "We're trying to match other people's poise. I don't believe there's a team in the country with greater upside than us."
Rose gave Memphis the lead for good with two free throws 39 seconds into overtime and Douglas-Roberts made it 58-54 with a putback.
Mayo's driving basket with 15 seconds left was Southern Cal's first field goal in 12:38 and made it 61-58.
Rose made one of two free throws with 12 seconds left for the final margin.
Douglas-Roberts made two free throws with 33 seconds left in regulation -- the Tigers were 1-for-8 from the line before that -- to give Memphis a 54-51 lead.
Jefferson made two free throws for the Trojans 16 seconds later.
Douglas-Roberts missed the front end of a 1-and-1 with 8.1 seconds to go and he fouled Daniel Hackett going for the rebound.
Hackett, a 79 percent free throw shooter who was 2-for-2 from the line for the game, made the first and missed the second with 5.9 seconds left, leaving it tied at 54.
Dozier's 3-point attempt from the left corner was off the rim at the buzzer.
"I was disappointed in a couple of things at the end of regulation," Calipari said. "We missed a free throw, we tapped it, we don't grab it, then we foul. I got thoroughly outcoached this game, believe me, thoroughly outcoached."
Memphis finished 7-for-18 from the free-throw line, and the Trojans were 19-for-23.