Zach Randolph led the way with 25 points as he and Marc Gasol helped the Grizzlies set the game's pace with brilliant low-post play.
On the other end, Chris Paul did all he could, scoring 35 points in 42 minutes.
Paul wasn't looking for his own shot in the early going, but he wasn't shy about taking it when the Grizzlies contested the Clippers' passing lanes.
Most importantly, Paul penetrated at will, getting to where he wanted on the court at any time and single-handedly putting several Grizzlies in foul trouble.
Paul finished the first half with 21 points on just 11 shots, and ended with 35 points on 24 shots.
Moments after scoring his first basket on a nifty layup at the rim midway through the first quarter, Conley picked up his second foul defending Paul.
After a brief stint on the bench, Conley came back and countered Paul's marvelous play by probing the Clippers defense and getting to the basket when he wanted. At halftime he led the Grizzlies with 13 points.
In the second half Conley continued his strong offensive play, finishing with 20 points in 36 minutes.
Billups knocked down his first shot—a three-pointer—but played only eight minutes in the first half. He followed that up with just four minutes and no points in the second half and was basically a nonfactor in the game's outcome.
He set the tone physically in the early moments, flying all over the court and chasing down loose balls and rebounds. Allen spent the first half guarding three different positions and doing a pretty good job creating something out of nothing on offensive possessions that broke down.
Allen finished with six points but had five huge offensive rebounds (eight rebounds total), doing whatever it took to get the win.
Butler looked like his former All-Star self, at least on the offensive end, scoring on a nifty spin through the lane and knocking down a contested jumper.
But he was quiet after the early start, attempting a total of five shots in 19 minutes for the game. The rotation at small forward is loaded, but Butler's veteran leadership should afford him more minutes in Game 6.
Prince hit his first two shots, including a wide-open three-pointer from the right wing that he has to hit if Memphis wants spacing on the offensive end.
Prince looked for his own shot a few too many times throughout the game, taking a couple step-back isolation jumpers on the baseline that didn't fall.
In the fourth quarter he drained a big two from just inside the arc and a three-pointer from the right wing that helped keep the Grizzlies ahead.
He finished with 15 points in 37 minutes.
Griffin picked up a technical foul in the first couple minutes but was incredibly aggressive on the offensive end, getting dirty in the paint with a few post-up baskets.
Defensively, the Clippers may have been better off propping a folding chair in the lane and having it guard Memphis' bigs. The Grizzlies offense in the third quarter revolved around attacking Griffin in the post, and there was nothing that Griffin or L.A. could do to stop it.
Griffin eventually left the game after 20 minutes upon aggravating a high ankle sprain. He had four points at the time.
After a slow start, Randolph began to put his footprint on the game in the second quarter.
The Grizzlies funneled the ball down to him repeatedly, and he either scored, drew a foul, or forced the Clippers into a compromising defensive rotation.
He continued his domination in the third quarter, floating in shot after shot from the low post.
This was the old Zach Randolph, the one who led Memphis to a first-round upset of the San Antonio Spurs in 2011. Amazing 25-point, 11-rebound performance from him.
Jordan's offense in the first quarter resided in a single sequence where he followed up his own miss at the rim with a ferocious dunk over Marc Gasol.
His play on defense was spotty, and he wasn't able to score much outside of the aforementioned highlight. He finished with six points in 31 minutes.
Gasol flashed most of his skills in the first quarter, particularly his ability to pass, when he threw a pretty dump off to Zach Randolph for a basket as the shot clock expired.
In the second quarter the Clippers put Blake Griffin on Gasol for an extended stretch and the Grizzlies center absolutely abused him with a wide array of low-post moves.
Gasol was huge in this one, scoring 20 points in 31 minutes.
Midway through the second quarter Matt Barnes finally got his name called after fouling Tayshaun Prince in the middle of a three-pointer.
He ended the first half with no shots and no points in 14 minutes.
In the fourth quarter he wasted no time turning it around with a beautifully timed recovery block on Ed Davis, followed immediately by a left-handed fast-break dunk.
In eight first half minutes Pondexter didn't make much of an impact on either end, attempting one shot and missing it.
He finished with one point (on a meaningless free throw at the end of the game) and three missed shots in 25 minutes.
Jamal Crawford hit a few insane pull up jumpers off the dribble in the first half that halted Memphis runs. He finished the half with seven points.
Down the stretch he was the only Clipper able to score, and he finished with 15 points in 36 minutes.
Eric Bledsoe, Ryan Hollins and Lamar Odom all saw the floor in limited minutes in the first half, and each of them did a solid job in not allowing Memphis to increase its lead with Chris Paul on the bench.
Overall, though, their impact throughout the game could have been better, especially on the offensive end where nobody was able to score.
Jerryd Bayless did a quality job off the bench, particularly at the end of the third quarter when he went coast to coast for a layup at the buzzer.
Darrell Arthur picked up four fouls in seven minutes and Keyon Dooling offered solid defense against Chris Paul.