New York ? John Calipari was honest with his team when it was about to start overtime.

“I told them, ‘This is very painful to sit here and be in this,'” the coach of No. 2 Memphis told his team after 40 minutes against No. 24 Southern California.

The 8,300 fans at the Jimmy V Classic at Madison Square Garden on Tuesday night had the same painful feeling Calipari did.

Play didn’t improve in the overtime, but the Tigers had enough to beat the Trojans, 62-58.

“There’s only a few teams that will try to run with us,” Calipari said of the slow pace preferred by Southern California. “What you’re doing is hoping we don’t make shots, and tonight we didn’t make any.”

The Tigers (7-0) shot 37.3 percent for the game (25-for-67) and committed 22 turnovers as Southern California mixed in a triangle-and-2 defense, something the coaching staff laid out for the players about two hours before the game in a ballroom in the midtown hotel they were staying in.

“Considering we had no poise against Kansas 48 hours before, I’m proud of this team,” Southern California coach Tim Floyd said. “We played with more of a purpose on the defensive end. The kids tried the triangle-and-2 and ran with it.”

The Trojans (6-3) were 19-for-66 from the field (28.8 percent), including 1-for-9 on 3s, and turned the ball over 21 times.

No. 1 North Carolina 106, Penn 71

Philadelphia – North Carolina might not want to wait another 50 years to play in the famed Palestra. Tyler Hansbrough scored 29 points, Danny Green had 19, and North Carolina easily held off overmatched Penn.

The Tar Heels, coming off an 86-77 victory over Kentucky, are 8-0 for the first time since the 1998-99 season. They won their first game at the Palestra, the basketball cathedral that’s home to Philadelphia’s Big 5, since winning the NCAA Tournament’s East Regional final in 1957.

No. 9 Michigan State 66, Bradley 61

Peoria, Ill. – Drew Neitzel’s clutch 3-pointer started an important run, and Raymar Morgan scored 15 to help the ninth-ranked Spartans rally.

Michigan State trailed by nine in the second half, but Neitzel came through in the latter stages after struggling for most of the game.

His 3 with just under five minutes left cut it to 51-50 and started a 7-0 surge that put the Spartans ahead for good, 54-51. And Neitzel hit three free throws in the final minute to help Michigan State hang on for its fourth straight victory.

No. 10 Tennessee 76, Chattanooga 70

Chattanooga, Tenn. – Chris Lofton had 16 points, JaJuan Smith added 13, and Tennessee survived a scare to beat Chattanooga. Playing their first true road test of the season, the Volunteers (8-1) shot a season-low 36 percent from the field.