MEMPHIS, Tenn. -- With the game on the line, it's hard to imagine Memphis point guard Mike Conley was the first offensive option.
And as he drove to the basket, with Shaquille O'Neal shifting Conley's way, it looked even more troublesome.
But the Memphis guard slipped by O'Neal, scooped a shot off the glass and through the net with three seconds left in overtime to give the Grizzlies a 111-109 victory over the Cleveland Cavaliers on Tuesday night.
"I was confident I could get in there and try to make a play to the best of my ability," Conley said. "A play like that means a lot, but I am just happy that we got a win as a team. It wasn't just that play. It was the whole game that got us that victory."
LeBron James, who had 43 points along with 13 rebounds -- both season highs -- still had a chance to win the game in the final seconds, but his 30-footer over Rudy Gay hit the front of the rim, snapping the Cavaliers' 4-game winning streak.
"With three seconds left in the game, that was for the most part the only shot I could take," James said, adding that the Grizzlies forced Mo Williams' inbound pass to come to James deeper in the backcourt than he wanted.
The win over the Cavaliers, who are atop the Central division, marked Memphis' second consecutive victory over a division leader. The Grizzlies defeated Southwest-leading Dallas 98-82 last Friday.
"We're playing together more," Randolph said of the Grizzlies, who have won their last three and eight of their last 12 after a 1-8 start. "We're getting better every day. This is a confidence-builder for us."
Mo Williams had 20 points and eight assists for the Cavaliers, while O'Neal scored 16. Reserve Daniel Gibson added 13 points.
James' two free throws with 14.9 seconds left tied the game at 109. But on the ensuing possession, Conley held the ball out front, used a pick by Gasol and drove to the right side of the lane, slipping past O'Neal, who thought the Memphis guard would stop for a short jumper.
"He gave me the Allen Iverson, carry-hessy move, and he got me," O'Neal said.
The two teams were tied at 100 at the end of regulation. Gay's layup with 18 seconds left tied the game. Cleveland had the final possession, but James lost the handle on the dribble, and by the time he gathered it up, his desperation jumper was short, sending the game to overtime.
James, who has a reputation for big fourth quarters, was 5 of 13, including 1 of 5 from outside the arc, in the fourth and overtime. His driving layup with 26 seconds left gave Cleveland a 107-106 lead.
Mayo connected on a 3-pointer with 19.1 seconds left before James' two free throws tied it at 109 with 14 seconds remaining, setting up the possession that led to Conley's winning basket.
Memphis snapped a seven-game losing streak to the Cavaliers with the victory.
"They got up into us defensively," Cavaliers coach Mike Brown said. "When they did that, we had some bad turnovers that gave them easy dunks in transition."
For Memphis, the past 12 games have been quite a turnaround from the opening nine when they struggled and were part of the Allen Iverson soap opera that eventually ended in the two sides parting ways.
Now, the Grizzlies seem more on the same page.
"We're all trusting each other," Gasol said. "Everybody's talking, pointing, helping each other, and we can see the results."
The Cavaliers had not lost to a Western Conference team this season, the only Eastern team which could make that claim before Tuesday's loss. In fact, their undefeated streak stretched to last season, a string of 13 straight. ... The Grizzlies had not defeated the Cavaliers since Nov. 5, 2005. ... Grizzlies reserve F Sam Young got a technical foul after he was whistled for fouling James in the first period. ... Randolph had a 3-pointer from the top of the key early in the third, his first 3-pointer of the season after four misfires. ... Cleveland had held its previous eight opponents under 100 points. Memphis reached the century mark in regulation. ... By erasing the 16-point first-half deficit, Memphis marked its biggest comeback of the season.