NASHVILLE, Tenn. -- The 12th-ranked Tennessee Volunteers may not want to play the Western Kentucky Hilltoppers on a neutral court ever again.
They can thank freshman Brian Williams for helping avoid the big upset.
Williams hadn't played in four of the Vols' first nine games. But he scored 16 points and grabbed 14 rebounds as Tennessee held off Western Kentucky 88-82 Saturday night in the second game of the Sun Belt Classic doubleheader.
With sophomore forward Duke Crews out indefinitely with a heart condition, Tennessee coach Bruce Pearl turned to Williams off the bench.
"You have to ask, 'What in the world was he doing on the bench for whatever period of time?"' Pearl said. "We had seen that, just kind of always try to give the advantage to the veterans. He is everything we thought he could be and then some. Good win."
It was a big victory for the Volunteers (9-1), who improved to 1,400-904-2 all-time, the fourth-most wins in Southeastern Conference history. They won their fourth straight this season, but it wasn't easy with a cold start by preseason All-American Chris Lofton in a foul-filled game.
Western Kentucky (7-3) had no reason to be in awe or intimidated by the Volunteers in the second meeting between these teams. The Hilltoppers nearly upset then-No. 14 Gonzaga last month in Alaska before losing 74-71.
"I'm proud of our guys," Hilltoppers coach Darrin Horn said. "I think this game and the Gonzaga game should leave no doubt, even without a win, we belong playing with those caliber of teams -- without question."
Even with lots of Tennessee orange, Hilltopper red filled up a good share of the seats, with most of the 18,010 fans who bought tickets for the doubleheader sticking around for the late game.
JaJuan Smith led Tennessee with 19 points. Tyler Smith added 16, and Lofton finished with 14 after missing his first six shots.
Courtney Lee scored 23 for Western Kentucky. Tyrone Brazelton and Ty Rogers each had 16.
The Hilltoppers had a chance to pull off the upset at the end, using a 10-1 run that pulled them within 79-78 on a bucket by Steffphon Pettigrew with 3:28 left. He had a chance for the three-point play to tie it up but missed, and Williams got the rebound.
Williams, who did not play the past two games for the Vols, then scored the next six points. The Hilltoppers couldn't get closer than three inside the final 2:23.
Horn went with a small lineup late because Lee and Brazelton were on the bench with four fouls apiece, which gave Williams more room to work under the basket.
"I'd rather Williams beat us than Chris Lofton and those guys hitting six 3s apiece," Horn said.
The fans got the better show in this game, even though No. 2 Memphis beat Middle Tennessee 65-41 in the first half of a doubleheader designed to bring Tennessee's top two teams to a somewhat neutral court for the Sun Belt Conference members.
J.P. Prince's debut with Tennessee was overshadowed by the close finish.
The Memphis native transferred to Tennessee from Arizona midway through last season had eight points and seven rebounds. He thanked Pearl for easing him in, and the coach said he knew Prince had been on the shelf for awhile.
"I knew he'd help us. I just didn't know how quickly he would. You could see he's got a chance to really be special and make us a better basketball team," Pearl said.
Mike Walker's layup with 15:36 left gave the Hilltoppers their first lead since 5-4 at 52-51. The teams swapped buckets until JaJuan Smith's layup put Tennessee back up to stay at 55-54, the first of 11 straight points.
Hilltoppers coach Darrin Horn took a timeout, but it didn't help.
Orlando Mendez-Valdez turned the ball over, the Hilltoppers missed two shots on their next possession and JaJuan Smith hit a 3 for a 64-54 lead with 12:14 to go.
The Vols wound up hitting more shots at the line (27-of-42) than they did from the floor (26-of-62). They also made more free throws than Western Kentucky attempted (15-of-22), which didn't make Horn happy.
Pearl was plenty pleased.
"I love to see the way we got to the foul line because we got that ball inside, drove it inside. We weren't so reliant on the 3-ball," Pearl said.
Lofton started very slowly.
He didn't take his first shot until the first 12 minutes had passed, and he missed his first six -- five from 3-point range. Then Prince stole the ball, passed upcourt to Tyler Smith who threw it crosscourt to Lofton in the left corner, and the senior finally got his first bucket with 44.6 seconds left in the half.
