CLEVELAND, Feb. 4 (Ticker) -- The veteran savvy of Shaquille O'Neal and Gary Payton was too much for young LeBron James.

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O'Neal scored 37 points and Payton added 30 - both season highs - to lift the Los Angeles Lakers to a 111-106 overtime victory over James and the Cleveland Cavaliers.

Returning from a one-game suspension, O'Neal made 14-of-20 shots as he overpowered Zydrunas Ilgauskas and DeSagana Diop, forcing the Cavaliers to foul. O'Neal made just 9-of-20 free throws but sank a pair to tie it with 32 seconds left in regulation.

"After my brief little suspension, I said to myself that I was going to get 50," O'Neal said. "I was on that mind-set to get 50, but I had a horrible night at the free-throw line."

Payton made 12-of-20 shots, sinking clutch jumpers late in regulation and in overtime. He also did a solid job on James, forcing him into an airball at the end of the fourth quarter.

"I wanted him to take a tough shot, and he didn't hit it," said Payton, who shares an agent with James.

"He had one of his best games tonight and helped his team win," James said.

The performance by the future Hall of Famers was just enough to hold off the surging Cavaliers, who had won five of their previous six games to move into the Eastern Conference playoff picture.

"Shaq talked to me about playing alongside him," Payton said. "We stayed in rhythm. We were making two or three passes."

James scored 32 points on 12-of-26 shooting. He made 4-of-4 3-pointers but could not come through when it counted, missing shots at the end of regulation and overtime.

Horace Grant had 11 points and 12 rebounds for the Lakers, who shot 52 percent (41-of-79) and improved to 2-1 on their season-high seven-game road trip.

"We were able to hold them off in the overtime and play some defense and make some foul shots, which was the reason why that game ended up going into overtime," said Lakers coach Phil Jackson, whose club made just 26-of-42 foul shots.

Carlos Boozer had 25 points, 16 rebounds and seven assists for the Cavaliers, who fell to 2-3 in overtime this season.

O'Neal ended regulation with two free throws and began overtime with a follow shot, giving the Lakers the lead for good. A 3-pointer by James cut the deficit to 98-95 with 2:23 to go, but O'Neal - working against the smaller Boozer - made a free throw and jump hook to rebuild the lead to six points with 1:22 left.

"It makes me feel dominant," O'Neal said. "(My teammates) are coming to me every time down. I feel like the old Shaq."

"I was trying to push him," Boozer said. "Pushing a wall is what it felt like."

James had a chance to make it a one-possession game but missed badly on a jumper with Cleveland trailing, 103-98, and 35 seconds to go.

A jumper by Ilgauskas, who had 12 points and nine boards, gave Cleveland an 87-82 lead with 2:51 left in the fourth quarter. But Rick Fox made a jumper and O'Neal scored inside to make it a one-point game.

O'Neal passed out of a double-team to Payton, whose 3-pointer gave LA a 90-89 lead with 1:25 to play. James made a jumper, but Payton tied it with a free throw.

"When you don't have your main guys in there, all you can do is foul and hope that they miss free throws," Cavaliers coach Paul Silas said. "If you double, you give them wide-open shots. I thought Payton's play really hurt."