MEMPHIS -- Looking at the big screen on the scoreboard at the FedEx Forum and around the crowd of 18,389 in attendance, it was apparent that anybody who is anybody in the state of Tennessee wanted to be there.

From the face-lifted Priscilla Presley to former Memphis Tiger star Penny Hardaway to NFL quarterback Peyton Manning, nobody wanted to miss this one. With ESPN sideline reporters in huddles during timeouts and tickets being scalped for thousands of dollars, this type of frenzy doesn't hit mid-February basketball very often.

In what was hyped as one of the biggest regular-season games in the history of college basketball, No. 1 Memphis and No. 2 Tennessee didn't disappoint.

The lead changed hands seven times but stayed with the Volunteers (25-2) for good after back-to-back baskets by Tyler Smith propelled them to a 66-62 win, which was arguably the most important in school history as they should bust out of the polls today as the new top-ranked team in the land.

"People never really win here (in Memphis)," Smith said. "By us coming in and being able to win here in this type of atmosphere and the type of game this game had, there were so many things going on. It just helped us to stay focused cause coach always buys into us not trying to over-hype ourselves."

Tennessee coach Bruce Pearl allowed cameras into the locker room before the game and he set the tone long before the opening tip.

"I wanted to make sure that our guys knew we were playing for something," he said. "The only thing that I wanted to focus on was I don't know that we're the best team in the country, but I knew we were 40 minutes away from being No. 1.

"That was the talk of the bench the whole time. Let's just find a way to do this."

After 15 of the game's first 18 points came on 3-pointers in only 2:11, the Forum was absolutely rocking. When the dust settled, the starpower on the court took over.

Memphis' Chris Douglas-Roberts and Derrick Rose refused to let the goose egg on the right side of their record disappear without a fight. They combined for 37 points.

Smith and Vol teammate J.P. Prince returned to their former AAU stomping grounds and totaled 29 points with 14 rebounds. Smith's highly-contested bucket with 28 seconds to go left the Blue and White (26-1) scratching their heads as to just how in the world he not only got it off but found the bottom of the net.

"This is absolutely why (Smith) came here, that's what he kept saying in the locker room," Pearl said.

Prince's effort was inspired by his return to his hometown and some disrespect from Tiger coach John Calipari. The 6-foot-7 swingman made the most of his 21 minutes and beamed with joy in the postgame press conference.

"I couldn't write it any better, it was priceless. I wouldn't have it any other way. A lot of people told me this might be my last game in Memphis cause coach (Calipari) is moving it to another spot. So, this is a great way to go out."

"Anybody that saw that game had to be happy for the young man to be able to come back home and play well," Pearl said of Prince.

Should UT manage to win out they will be the top overall seed for the NCAA tournament in March, a level of notoriety that a senior like Chris Lofton has longed for since coming to Knoxville.

"It's a great feeling for us right now to see where our program has come when I first got here as a freshman, to see how it turned around like it did," said the reigning SEC player of the year.

ESPN was quick to note how that No. 1 next to Tennessee in the polls may disappear quickly when the Orange and White come to Nashville on Tuesday night. A let-down might be in order. One thing's for sure though, the Vols won't be cross-eyed over the glits and glamour of the Music City after this one.