BOX SCORE | RECAP

CINCINNATI (AP) -- Marcus Oliver scored a career-high 26 points Thursday and Houston hit just enough free throws in the closing minutes to upset Memphis 80-74 in the Conference USA tournament.

The Cougars (18-13) will play No. 13 Marquette in the semifinals on Friday, their third game in three days.

Memphis (22-9) never led and never figured out how to stop the Cougars' patient, highly accurate offense, which shot 55.6 percent from the field and pulled away at the free-throw line.

Houston scored its last 14 points from the line, hitting 14-of-24 in the final 3:57 to keep Memphis at bay.

It was a stunning loss for Memphis, which nearly won the regular-season championship on Cincinnati's court last Sunday. The Bearcats pulled it out in overtime, leaving Memphis with a No. 3 seed and a first-round bye in the tournament.

Oliver, who had never scored more than 15 points in a game, anchored an efficient offense that spread out the Tigers, passed for open shots and made them. Houston is one of the conference's best shooting teams, making 47.6 percent from the field.

Oliver was 8-of-13 from the field and 5-of-7 on 3-point tries.

Anthony Rice scored 15 points, leading five Memphis players in double figures. The Tigers played without Kelly Wise, their best front-line player, who is hobbled by a strained knee.

The Cougars hit 10 of their first 13 shots as they pulled ahead 26-17 and led the rest of the way. Oliver made a pair of driving layups during a 9-3 run that gave Houston its biggest lead of the half.

Memphis, which missed its first six shots, tied it at 29 on Earl Barron's two free throws and his jumper with 1:30 to play. Dominic Smith banked in a 3-pointer as the shot clock wound down, and Bryan Shelton hit a floating jumper with 2 seconds left to give Houston a 34-29 halftime lead.

Oliver kept hitting wide-open shots in the second half to keep Houston ahead. His 3-pointer from the right corner put Houston up 56-47 midway through the second half.

Anthony Rice's 3-pointer completed a 7-1 spurt that cut it to 57-54, but Memphis got no closer and was forced to foul as the clock wound down. Patrick Okafor's free throw made it 77-66 with 48 seconds left.

A pair of 3-pointers and Antonio Burks' putback cut it to 78-74 with 15 seconds remaining, but Smith clinched it by hitting both of his free throws with 9 seconds to go.

Houston forward George Williams hurt his ankle less than two minutes into the game and didn't return.