MIAMI -- Marc Gasol took care of the scoring load early and Mike Conley played the finisher.

Gasol scored 28 points and Conley ended with 21 points as the Memphis Grizzlies defeated the Miami Heat 110-107 on Saturday night.

"We play off each other; we know how to play together," Gasol said of Conley. "I know where he likes to get the ball and we are patient. We're unselfish. We're going to make a basketball play every time."

Gasol scored 26 points in the first three periods and Conley closed the Heat, scoring the Grizzlies' final 11 points.

Conley's two free throws with 11.4 seconds remaining gave the Grizzlies their final margin.

"I'd rather not be in a close game but we find a way to be in one more often than not," Conley said. "We have guys who have played in a lot of close games together. We've seen five-point leads turn into five-point swings within seven seconds. We never feel we're out of a contest."

Josh Richardson's game-tying 3-point attempt with 1.3 seconds left bounced off the rim.

Conley hit two late 3-pointers, the second giving the Grizzlies a 108-101 lead with 1:25 remaining.

All Grizzlies starters finished in double figures. Troy Williams scored 18 points and JaMychal Green and Tony Allen finished with 12 and 11 points, respectively.

"Our effort level was a lot better," Memphis coach David Fizdale comparing his team's effort to Friday's performance. "Tonight we did better at limiting them to one shot."

Dion Waiters scored six unanswered points to cut Memphis' lead to one. Waiters' layup with 18.4 seconds left put the Heat within 108-107.

Waiters scored a season-high 28 points and Hassan Whiteside and Richardson finished with 15 points for the Heat (5-11). Waiters finished 10-of-19 from the field and 4-of-5 from 3-point range in his top performance since joining the Heat in the offseason.

"I know coaches trust me to make the right play," Waiters said. "Any time you get that type of freedom the game is always easy, having the coach trusting you and believing in you."

Conley's 3-pointer with 3:06 remaining gave the Grizzlies (11-6) a 102-98 lead after Miami ran off unanswered points on James Johnson's 3-point play and Richardson's two free throws.

Richardson's hook shot with 2:43 left cut Memphis' lead to 102-100 before Conley responded with a 3-point play that increased the Grizzlies advantage to 105-100 with 2:00 remaining.

"They found a way to gut it out and get a win," Miami coach Erik Spoelstra said. "That was back and forth. You have to give them credit. They made some play big plays, big shots going down the stretch."

The Heat led the entire first period and enjoyed their largest lead on Richardson's 3-pointer that gave Miami a 23-14 advantage with 5:29 left.

Memphis limited Miami to 7-of-19 shooting in the second quarter and took its first lead 34-33 on Tony Allen's layup 3:34 into the period. Gasol's layup and 3-pointer helped the Grizzles outscore the Heat 9-2 in the final 3:54 of the period for a 51-49 lead at halftime.

For Fizdale and Spoelstra, the games the past two nights also end an uncomfortable set of matchups between head coach and former trusted assistant. Fizdale was Spoelstra's top assistant the past eight seasons before taking the Grizzlies head-coaching job in the offseason.

"Very difficult because Spo and I have had many sleepless nights together, getting ready to go into battle," Fizdale said. "It's well documented our relationship, our friendship. It's just hard to compete against your brother like that.

"We break even and now we root for each other again. I'm glad it's over."

Said Spoelstra, "I'm not necessarily thinking about that right now. You had two very competitive teams going after it. Yeah, but from a personal standpoint, I'm glad this is behind us now."

NOTES: G Mike Conley started Saturday's second game of the back-to-back set against Miami after he played as a reserve in Friday's 90-81 loss to the Heat. Coach David Fizdale said he will continue to monitor Conley's minutes to avoid overuse. ... F Zach Randolph remained on bereavement leave and missed the two games against Miami. Randolph's mother, Mae Randolph, passed away on Thanksgiving. ... The Heat again played without starters G Goran Dragic and F Justise Winslow. Dragic missed the two-game set with the Grizzlies because of a strained left elbow while a sprained left wrist has sidelined Winslow for the last seven games. ... The Heat conclude a brief two-game home stand Monday against Boston. Miami is currently on a stretch that features 10 of 13 games on the road.