KNOXVILLE, Tenn. (AP) - Oakland coach Greg Kampe kept telling his players they were just as good as the ranked opponents they have been playing this season. In their fourth game against a Top 25 team, they finally got their upset.

Keith Benson, last season's Summit League player of the year, had 26 points and 10 rebounds to lead the Golden Grizzlies to an 89-82 victory over No. 7 Tennessee on Tuesday night.

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They took lessons from games in which they played Illinois and Purdue, both ranked teams from the Big Ten, close but not for a full 40 minutes. They almost beat then-No. 7 Michigan State, also of the Big Ten, on Saturday but lost by a point after they failed to make free throws down the stretch.

``We're not scared of anybody,' Kampe said. ``We weren't intimidated by the No. 7 team in the country because we had just played Michigan State, and we should have won that game. We had just played Illinois, and we could have won that game. I think those are big and can help us.'

Oakland (6-5) put together a tough schedule this season to prepare them to make another run at winning the Summit League and an NCAA tournament appearance. The win over the Vols was just the Grizzlies' second against a Top 25 opponent in 27 tries since joining Division I in 1998, and they still have a Dec. 23 date with No. 2 Ohio State.

It was only the second time Tennessee (7-1) has lost on its home court to a non-conference opponent in coach Bruce Pearl's six seasons. The loss came one day after the Vols climbed into the Top 10 and grabbed the No. 1 RPI after beating then-No. 3 Pittsburgh.

``This was a combination of running into a good basketball team and not being able to handle success despite our best efforts to get our team excited about playing,' Pearl said.

Oakland was in a similar situation against Tennessee as it had found itself against its previous three ranked opponents. The Grizzlies came out shooting well and played the Vols close throughout the first half, with three lead changes and five ties.

The Grizzlies were shooting 70.6 percent with seven minutes to go in the first half - thanks in part to Benson's 20 points - but the Vols used a 14-2 run to counter the shooting and had a 50-39 halftime lead.

But instead of falling apart, Oakland dialed things up in the second half with 57.1 percent shooting to the Vols' 34.4 percent.

The Vols held a 76-68 lead with 7:18 left, but then went cold for over five minutes. They tried to regain control with physical play in the paint, but it backfired as they got called for foul after foul while failing to come away with points or rebounds.

Oakland used a 13-0 run of mostly free throws, and a layup by Will Hudson gave the Grizzlies an 81-76 lead they would not relinquish.

``We saw how good we are against Michigan State, and we just had to carry that over, so when we were down at halftime we tried to come out real strong and we knew we weren't out of it,' Benson said.

Tennessee missed four free throws down the stretch that could have cut the lead and was 0 for 10 from 3-point range after halftime, missing several late 3s that could have helped.

Larry Wright finished with 19 points for the Grizzlies and hit a 3-pointer with 38 seconds left that iced the Vols. Hudson added 17 points and Ledrick Eackles had 12.

Brian Williams led the Vols with 18 points and 13 rebounds and Melvin Goins had 18 points. Tobias Harris added 16 points and Cameron Tatum had 13. Scotty Hopson, who had a career-high 27 points against Pittsburgh, had seven points on 1-for-7 shooting.

``Any loss is a letdown. It hurts. We just have to get this taste out of our mouth,' Goins said. ``The attitude wasn't the same. The hunger wasn't there as much. There were lapses during practice and during walkthroughs.'