"This is very disappointing," Billups said. "First game of the trip a team that is a pretty good team actually, but I feel like we should have beat them. It's frustrating."
Rudy Gay had 23 points for Memphis, which used defensive pressure in the final period to outscore Denver 34-18. Tony Allen, who added 17 points, energized the defense while Randolph scored 12 of his 14 points in the fourth.
"In the third quarter we were coming," Memphis coach Lionel Hollins said. "In the fourth, we just exploded. We were much more aggressive and much more intense defensively."
Carmelo Anthony, who entered averaging 32.8 points per game in February, finished with 28 -- his sixth game in the last seven with at least 25 points.
The Nuggets also play at Houston on Monday and Milwaukee on Wednesday to close a road trip that leads into the All-Star break.
"A lot of these games are very, very important," Nuggets coach George Karl said. "This game was extremely important in Memphis. We have to be aware of that."
Denver had won 11 of the last 12 in the series, but the Grizzlies took this one by outscoring the Nuggets 20-6 in the final 7:09. Randolph, limited to a pair of free throws through three quarters, began getting the ball inside, making more aggressive moves and stepping back for short jumpers as he hit six of his seven shots in the final period.
"You don't have to devise a plan or play or anything to get Z-Bo the ball," Gay said. "He will get it himself. That is what he did at first. He got himself in the rhythm, and then we gave him the ball."
While Randolph's offense helped Memphis score in the fourth, Allen provided the defensive intensity with scrappy, hustling plays that energized his teammates.
"Tony Allen, for the most part, came in and changed the whole style of play of the game with all his energy," Anthony said. "Diving on the ball. Getting on loose balls. They got the crowd into it, and they won the energy game."
Memphis shot well early, but the Nuggets opened the second quarter by hitting their first seven shots to build a 16-3 run. They connected on 12 of their first 13 attempts in the period.
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Denver scored consistently at the rim. Nene got his share of dunks, as well as Chris Andersen and Anthony, including Anthony's jam with 1:31 left in the half to give the Nuggets their first double-digit lead.
Denver outscored Memphis 41-24 in the second quarter, helping the Nuggets to a 67-55 lead at the break. They shot 18 of 25 in the period.
Anthony had 15 points for Denver, while Nene and Smith scored 10 each.
Gay had 13 points in the half, and Arthur scored 12.
The Nuggets maintained the pace through most of the third quarter, extending the lead to as many as 17. Memphis, which had six turnovers in the period, made a bit of a run in the final minutes to get the deficit to 86-77.
Anthony scored 11 in the period and Denver had a 90-82 lead after three.
Memphis turned up its defensive pressure to start the final period and chiseled away at the advantage. The Grizzlies tied it at 96 on two free throws by Conley with 8 minutes left. Just more than two minutes later a pair of free throws by Arthur gave Memphis a 102-100 lead, and the Grizzlies never trailed again.
Karl said it was a combination of bad defense by his team down the stretch along with Memphis, which leads the NBA by forcing an average of 16.8 turnovers per game, becoming more aggressive. The Nuggets ended the game with 15 turnovers, 10 as Memphis made its comeback.
"I think from the last 15 minutes, I think we had two assists and 10 turnovers," Karl said. "That's a bad ratio, and we missed free throws in there. We never got anybody back into a rhythm offensively, and it snowballed on us. That makes it a tough loss."
"We were up 17 and should have put it away," he said. "Anytime you're up 17 and you don't win, you're disappointed."
- Grizzlies G O.J. Mayo finished serving his 10-game suspension for violating the NBA's drug policy. Mayo will return Tuesday against Philadelphia.
- Karl said he is pleased with the way his players have handled the Anthony trade rumors, giving them anywhere from an A to a B+. "Mental toughness is a part of being a professional athlete," Karl said. "Has it filtered into our locker room at times because it is with us after a bad loss or a tough loss? Yeah. But in general, I think we've kept our focus."
- Randolph returned to action after missing Friday's win over Milwaukee with a balky right ankle.