CINCINNATI – Injuries and adjustments were the themes of the day for Memphis and Houston Thursday. And the Cougars handled both just a little better.

Both teams played without key players, but the sixth-seeded Cougars upset third-seeded Memphis 80-74 in the quarterfinals of the Conference USA Tournament.

“It’s pretty simple,” Memphis coach John Calipari said. “We got beat by a team that wanted more than we did.”

Memphis was shorthanded from the opening tip. C-USA’s all-time leader in double-doubles, Kelly Wise, who has been hampered by a right-knee injury, did not start.

Wise was available but Calipari elected to hold him out.

“If you want to know, I probably could have put (Wise) in the game,” Calipari said. “But I still think we’re going to get a bid, and I want him to be ready for the NCAA Tournament where he’s 100 percent, and we can make a run.”

Houston coach Ray McCallum’s hand was forced early when starting forward George Williams went down two minutes into the game. Williams, averaging 10.7 points per game, did not return.

“I thought another example of togetherness – we talk a lot about family – is when you lose a George Williams two minutes into the game,” McCallum said. “It was a great team effort.”

Houston shot 56 percent from the floor, including a sizzling 72 percent (10-of-14) behind the three-point line. And Marcus Oliver was the hottest Cougar of them all, scoring 26 points on 8-of-13 shooting from the floor and 5-of-7 from behind the arc.

“It’s time to step up in the tournament, like Coach said,” Oliver said. “And here I am, stepping up.”

Houston jumped ahead 8-2, but it was nip and tuck for the remainder of the first half. Scooter McFagdon’s jumper in the lane cut the Houston lead to 26-25 with 4:12 left, but a three-pointer off the glass by Dominic Smith followed by a Bryan Shelton floater at the buzzer gave Houston a 34-29 halftime lead.

“We wanted to be on attack mode,” McCallum said. “We wanted to attack them inside and try to keep the floor spread.”

Forward Louis Truscott’s layup gave the Cougars their biggest lead of the game at 51-42, but he picked up his fourth foul on the following possession, forcing McCallum to once again dig deeper into his bench. Four minutes later, Houston’s lead had been trimmed to 57-54.

But that was as close as Memphis would get, as the Tigers were unable to string together more than two consecutive baskets from there on out, and Houston went 12-for-19 from the free-throw line down the stretch.