MEMPHIS, Tenn. (AP) - Despite the San Antonio Spurs missing some key pieces, the Memphis Grizzlies still sense their confidence rising after beating the team with the NBA's best record.

Tony Allen and Zach Randolph had 23 points apiece, and the Grizzlies sent San Antonio to its third straight loss with a 111-104 victory over the Spurs on Sunday night.

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``To be a playoff team, you have to be tough. That's requisite number one,' said Memphis reserve forward Shane Battier, who had 10 points. ``I think we showed we are a tough team. I would like to play a little smarter. That's the next step. But you have to have toughness, and there's no doubt in this team's toughness.'

Randolph also grabbed 11 rebounds for Memphis, which currently holds the eighth and final playoff spot in the Western Conference. If the Grizzlies earn the No. 8 seed, they will likely face the NBA-leading Spurs in the opening round of the playoffs.

And Memphis is well-aware of that.

``They understand, just like we do, that we could possibly match up with them in the playoffs in a month or so,' said Memphis guard Mike Conley. ``For us to handle them the way we did and come back in the fourth quarter and make some big plays and big stops says a lot. That's a good team, and it says they are not going to have an easy run if we do play them in the playoffs.'

O.J. Mayo added 17 points for Memphis, Mike Conley had 12 and Marc Gasol 11.

The Spurs, already missing Tim Duncan because of a sprained left ankle, played the bulk of the second half without leading scorer Manu Ginobili, who sustained a left quad contusion.

San Antonio has now lost all three games since Duncan went out with the injury.

``We don't have time to worry about that,' Spurs guard Tony Parker said of the injuries. ``Timmy is not coming back anytime soon, so we just have to keep playing and make sure we pound that rock. Hopefully, it will go our way.'

George Hill matched his career high with 30 points on 9-of-12 shooting for the Spurs. Parker had 20 points and six assists, and Richard Jefferson scored 13.

Hill said Ginobili's absence didn't necessarily change his approach to the game. He said coach Gregg Popovich has put a little more emphasis on Hill looking for his shot.

``I had the mindset coming in the whole time of really trying to be aggressive and try to help the team create something on the offensive and defensive end,' Hill said. ``Unfortunately, Manu went down and we had to step up play. But we just didn't do it.'

Memphis' victory, coupled with Houston's 125-119 loss to the Miami Heat, extended the Grizzlies' hold on the playoff spot to 2 1/2 games over the ninth-place Rockets.

Down the stretch, it was Allen, who finished the night missing only one of his 10 shots, and Randolph who led Memphis, erasing a five-point San Antonio lead with 6:14 left.

Hill did everything he could to keep the Spurs in the lead, but it wasn't enough as Memphis closed the game with a 22-10 run.

``I was really proud of them,' said Popovich, who wasn't around to see the end of the game after a second-quarter ejection. ``We've had three tough road games. They pulled together pretty well and gave it their best shot. They just came out on the short end.'

Memphis held a 55-50 lead at halftime, but Popovich had headed to the locker room with 2:10 left after two quick technicals. Popovich got both technicals after he became upset that no foul was called as Ginobili collided with Gasol, who stole the ball leading to Leon Powe's bucket.

Parker kept San Antonio close with six early points after halftime, getting him to double figures, while Ginobili continued to struggle, limping from his collision with Gasol. Ginobili had put up only three shots by the midway point of the third quarter. Ginobili finally gave up the effort at that point with the Spurs trailing 68-61. He scored only 2 points.

Parker continued to get to the basket, scoring 13 points in the third to keep San Antonio close, but Memphis still held an 81-77 lead entering the fourth period.

The Spurs opened the fourth with seven straight points to erase the advantage. Mayo was the only one scoring for Memphis with eight points by the midpoint of the quarter.

Hill was offsetting Mayo's offense, helping San Antonio maintain its lead. That was when Memphis began feeding Randolph, who was scoring inside on several San Antonio players, helping kickstart Memphis' rally.

``We made a great run, and they did a good job of taking care of home court and having to run back,' Hill said.

The stretch play was a different mentality than previous years, when the younger Memphis players would have buckled after giving up a lead in the fourth quarter against a top team.

``This just shows how far we've come,' Randolph said. ``Last year, we probably would have let the game slip. We would have put our heads down. This year, we just battle it out. We don't put our head down. We keep our heads up and continue to battle.'

For players like Conley, it is not only a difference in play and execution down the stretch, it is a different mindset. The win assured Memphis of its first .500 season since 2005-06, the last time the Grizzlies went to the playoffs.

``To see the team progress and see where we are now, it's a night-and-day difference,' Conley said. ``This locker room is alive, and the atmosphere is a lot different. The fans are excited.

``I'm not satisfied, but it's a great feeling to be in the position we're in right now.'

Notes: Popovich remains two games behind Red Auerbach for second place for most wins with a single franchise. Auerbach had 795 during his days as coach of the Boston Celtics. Popovich has 793. Former Utah coach Jerry Sloan is in first place with 1,127 during his tenure leading the Jazz. ... Memphis is 10-7 without second-leading scorer Rudy Gay, who had season-ending shoulder surgery last week. ... Tiago Splitter started his third game in place of Duncan. ... Sunday's game wrapped up a three-game stretch for the Grizzlies against division leaders. Memphis won at Boston (Atlantic) and lost at Chicago (Central) before defeating the Spurs (Southwest). ... Memphis starting F Sam Young sustained a sprained right ankle in the first half and didn't return. ... Assistant coach Mike Budenholzer took over when Popovich was ejected.