The script wasn't an unfamiliar one for The University of Memphis football team -- the offense had no problems and the defense had no solutions.
Louisville and Memphis went back and forth for nearly four hours before Eric Shelton punched in his fourth touchdown with 37 seconds left in the game to seal the No. 14 Cardinals 56-49 victory at the Liberty Bowl.
The 52,384 in attendance witnessed the highest scoring Tiger game in the modern era.
"We probably left everything we had out on that field," said Memphis coach Tommy West after an exhausting shootout that featured 1202 yards of combined offense. "That was two heavyweights, I'll tell you that. Both teams battled as hard as they could battle and they come out on top at the end."
Memphis (5-3 overall, 2-3 in Conference USA) traded blows with the Cardinals (6-1, 4-0) from the first minutes of the game until the final seconds. In all there were 10 lead changes.
A 29-yard field goal by kicker Stephen Gostkowski put The U of M ahead 49-48 with 6:20 remaining, but with a running game that had been blowing the Tiger defensive line off the ball in the fourth quarter Louisville began to march.
The Cardinals pieced together a clock-devouring 80-yard drive for the final score.
"We wanted to take as much time off the clock as possible," said Louisville coach Bobby Petrino.
It was the second time in as many games that the Memphis defense allowed 49 or more points.
From the opening quarter the game seemed as though it would come down to who had the ball last or which defense would finally make a stop.
"We were just talking about getting one stop," said Memphis linebacker Tim Goodwell. "(Defensive coordinator Joe Lee Dunn) fusses at us on the sideline when we're not doing right and tonight he fussed a lot."
The Memphis offense played its best game of the season against the nation's No. 11 defense.
Running back DeAngelo Williams had 200 yards on 26 carries and quarterback Danny Wimprine had the offense in prime shape the entire game.
Wimprine was 24-of-46 for 361 yards and four touchdowns.
"It's a shame to lose a game like that," Wimprine said. "We didn't score enough points I guess."
Petrino thought the Tigers would play with a purpose on offense after a 49-10 loss at Cincinnati in their last game.
"They know what they're doing," he said. "They've got a great running back and a good quarterback. I'm pretty sure they were embarrassed about their game at Cincinnati."
Cardinals quarterback Stefan LeFors, the nation's most efficient passer, had another solid performance. The senior completed 24-of-34 passes for 321 yards and three touchdowns.
Cardinal running back Eric Shelton carried 14 times for 136 yards and four touchdowns.
Memphis is still trying to earn their sixth win to become bowl-eligible. Their next shot comes again on national television against Southern Miss next Friday.