Kwamain Mitchell scored a game-high 22 points, tying his season high, and Brian Conklin added 16 to lead No. 9 seed Saint Louis to a 61-54 victory over No. 8 Memphis Friday night in an NCAA Championship second-round game at Nationwide Arena.

The Billikens (26-7) advance to play No. 1 Michigan State Sunday. Tip time is approximately 1:45 (CT).

Dwayne Evans pulled down a game-high 11 rebounds for Saint Louis, which won an NCAA Tournament game for the first time since recording a 51-46 first-round victory over Massachusetts in 1998. The Billikens were making their first NCAA Tournament appearance since 2000.

Mitchell (9-of-14 FG, 4-of-7 3-pointers) and Conklin (10-of-11 FT) tallied 14 and 13 points, respectively, in the second half to help SLU overcome an eight-point deficit. Memphis (26-9), the Conference USA regular-season and tournament champion, led 37-29 at the 11:51 mark, only to be outscored 32-17 the rest of the way.

Mike McCall Jr. tied for game-high honors with four assists.

Will Barton was the only Memphis player to score in double figures, finishing with 16 points. Ferrakohn Hall led the Tigers with six rebounds, but Evans’ double-digit effort powered Saint Louis to a 34-29 edge over the taller Tigers on the glass, including a 17-11 edge in the second half.

The Billikens shot 55 percent from the field in the second half to finish at 45.7 percent for the game. Saint Louis held Memphis to 38.9 percent, including a dismal 13.3 percent (2-of-15) from beyond the arc.

“I came into this game feeling like we have something to fight for – if we lose, we go home,” Mitchell said. “Throughout the whole game I was thinking, ‘We’re not going to lose this.'”

“Memphis is really athletic,” Evans said. “It wasn’t an easy job. You can’t just take one hit and stand on the outside. I kept going in knowing that my team needed a rebound, and I just did whatever was needed.”

“Our defense was solid throughout,” head coach Rick Majerus said. “Our guys played hard against a very good team, and I’m very proud of them.”

Memphis led 37-29 when Joe Jackson hit a jumper, but Saint Louis began to claw its way back right away when McCall Jr. hit a jumper from the right wing on the Billikens’ next possession. That ignited a 23-7 run during which SLU scored on nine of 12 possessions.

Mitchell followed with a steal and layup to narrow the gap to 37-33. Wesley Witherspoon’s short jumper gave Memphis a six-point lead, but the Tigers failed to capitalize on a SLU turnover, and Evans’ fast-break layup made it 39-35.

After Jackson sank the front end of a 1-and-1, Rob Loe buried a trey from the left wing to pull the Bills to within a bucket, 40-38. Each team suffered two empty possessions before an Adonis Thomas basket gave Memphis a 42-38 edge.

Mitchell answered with a driving layup, and the Bills regained possession when Loe forced a held ball. Mitchell then buried a 3-pointer from the left corner on a baseline out-of-bounds play with 6:24 remaining to give Saint Louis a lead it would not relinquish.

Conklin connected on a spinner in the lane for a 45-42 edge, and Thomas responded with a long 2-pointer to make it a one-point SLU lead again. But the Billikens put together a 7-0 spurt, sparked by Mitchell’s long 3-pointer that just beat the shot clock, to gain a 52-44 cushion.

Memphis twice pulled to within four points, but the Bills kept the Tigers at arm’s length by going 9-of-10 from the foul line in the final minute. Conklin, whose 10 free throws are a career high, was 5-of-6 during that stretch.

Neither team led by more than three points in the first half, which featured five ties and three lead changes.

After the Billikens held early 2-0 and 4-2 leads, Memphis scored five straight points to go on top 7-4. Conklin forged a 7-7 tie with a three-point play, and Cody Ellis’ short baseline turnaround moments later made it 9-9.

Two Witherspoon free throws put the Tigers in front 11-9, but SLU regained the lead on Mitchell’s 3-pointer from the left corner. Evans grabbed an offensive rebound and made a layup for a 14-11 Saint Louis advantage. The Bills led 16-13 on a Cory Remekun layup.

Memphis tallied the next four points to claim a 17-16 advantage, and the Tigers led by three points on three occasions down the stretch. But driving layups by Mitchell and Jordair Jett kept Memphis from expanding the margin, and Mitchell’s long 3-pointer off the glass at the buzzer sent the teams into intermission knotted at 23.