Rudy Gay added 15 points and Quincy Pondexter had 10, including 2-of-3 shooting from outside the arc, as NBA-leading Memphis (10-2) won its second straight.
Anderson Varejao had 15 points and 22 rebounds -- including eight on the offensive glass
-- and Dion Waiters also scored 15 to lead Cleveland. Daniel Gibson added 11 points for the Cavs, who lost their third straight and ninth in their last 10 games.
The Cavaliers still held the lead with 8:28 left, but Memphis closed the game on a 13-4 run. The Grizzlies outscored Cleveland 22-9 in the fourth quarter.
Memphis played without starting point guard Mike Conley, who sat out with flu-like symptoms, and his absence was evident within the offense.
Cleveland had a 41-33 advantage on the boards, while Memphis outscored the Cavs 44-38 in the paint.
Cleveland held a seven-point lead after three quarters but Memphis opened the final frame with a 12-5 run, tying it at 74 on back-to-back 3-pointers from Pondexter and Gay.
Cleveland wouldn't surrender the lead until Tony Allen hit a pair of free throws with 2:49 left to give Memphis a 78-76 lead.
Randolph's inside basket with 1:29 to play extended the margin to 80-76, but a rebound dunk by Alonzo Gee with 44.5 seconds left cut the lead to 80-78. Cleveland would get no closer.
Cleveland used 50 percent shooting and a much more spirited approach than the Grizzlies to take a 47-42 lead at the half. Varejao had 11 points and 12 rebounds at the break.
Randolph had 13 points at the half, and Gasol and Gay had 10
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While both teams committed eight turnovers in the half, Memphis seemed to be sleepwalking through the motions.
Memphis came out in the second half and still appeared lethargic, allowing Cavs to build the lead to 10, their biggest of the game. The offense without Conley running the point was out of sync.
Varejao was getting on the boards, and Cleveland continued shooting at a 50-percent clip in the third.
Allen and Gasol were providing the only energy for Memphis at the midway point of the third quarter as Cleveland maintained a lead of about five points.
Varejao's jumper as the horn sounded at the end of the third gave Cleveland a 69-62 lead entering the fourth
-- the first time this season Memphis has trailed at the end of three.
NOTES: Memphis caused 18 turnovers, the 116th consecutive game where the Grizzlies have forced at least 10
-- the longest such streak in the NBA. ... Jeremy Pargo, who played for Memphis last season, is starting at guard for Cleveland with Kyrie Irving out with a left index finger injury. Pargo finished with nine points. ... It was Varejao's ninth double-double of the season. His 22 rebounds were one short of his career high set earlier this season against Washington. ... Randolph ended the night with eight rebounds, marking the first time this season he hasn't recorded a double-double.
Press; By CLAY BAILEY]
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