HUNTINGTON - After giving up fourth downs in almost every manner against a nothing-to-lose Memphis team, after having its offense on the sidelines for long stretches, after watching 24-point lead melt to three, Marshall finally did something about it.

A 28-yard touchdown pass from Rakeem Cato to one of Aaron Dobson's understudies, Davonte Allen, and a monster sack by Cortez Carter allowed the Thundering Herd to slip out with a 38-28 win over the Tigers Saturday. A crowd announced at 22,041 attended at Joan C. Edwards Stadium.

As unattractive as it seemed on a cloudy, occasionally drizzly afternoon, the win keeps Marshall (4-5, 3-2 Conference USA) in the bowl derby, with a trip to two-win Alabama-Birmingham on tap next week.

Rakeem Cato went 34 of 44 for 341 yards with four touchdowns and no interceptiona. His third touchdown, a 9-yarder to freshman fullback Devon Johnson, gave Marshall a 31-7 lead midway through the third quarter and triggered the sense of an impending rout.

But an onside kick, a fake punt and other strange twists later, the Herd was hanging by a 31-28 thread with 9:56 to go. Much like Marshall's 23-22 win last year over the Tigers, it was enough to make a Herd fan turn green - and not with school spirit.

Having played just three of the previous 32 snaps, the Herd offense responded, with a little help. That came on third-and-3, when Memphis cornerback Bakari Hollier was flagged for interfering with Antavious Wilson on an apparent incomplete pass. On the next play, Kevin Grooms blew through a hole for 28 yards, putting Marshall in business on the Memphis 28-yard line.

Four plays later, on fourth-and-6 from the Tigers 28, Marshall coach Doc Holliday passed on a field-goal attempt and Cato found Allen down the left sideline for the touchdown. Allen was pushed out of bounds and came back in, as he is allowed.

He and Demetrius Evans, who caught a 25-yard TD pass early in the third quarter, replaced Dobson, who was injured on the very first play from scrimmage.

"They had to [step up], and it was great to see," said Holliday. "A lot of times you get put in that situation with the young kids thrown into the fire and they don't respond. Davonte made the biggest play of the game with that catch where he was pushed out of bounds and did a nice job of getting back in, and went up at the highest point and made the catch. He's going to be a good player."

Memphis (1-8, 1-4) refused to go away, crossing midfield on Jacob Karam's 8-yard pass to tight end Alan Cross on fourth-and-6. That was the Tigers' sixth straight successful fourth down try, including a 61-yard jump pass executed by punter Tom Hornsey.

The Tigers picked up one more first down before the Herd finally stopped them. First, the Tigers slowed themselves down again, committing their 16th penalty of the game on a third-and-2 false start from the MU 26. The Tigers' 131 penalty yards were no small factor in the contest.

"I know it's a lack of discipline," said Memphis coach Justin Fuente. "It's one of the things that this program will be built on, being disciplined."

On third-and-7, Karam went long for Keiwone Malone near the goal line, but Derrick Thomas and Okechukwu Okoroha knocked the ball loose. That brought on fourth down, a situation Herd fans had grown to dread.

But not this time. Coming from the weak side, Carter screamed in untouched on a delayed blitz, dumping Karam on his keister and ending the Tigers' final threat with 2:38 left. From there, Steward Butler rushed for two first downs and the Herd took two knees.

"You have to finish. We finished at Southern Miss," Holliday said. "We finished out here against Western Carolina, but we didn't finish it the way we need to finish it. I knew going into the game that, offensively, we weren't going to get as many shots, by design."

Marshall opened the scoring with Cato's 1-yard pass to Gator Hoskins and tacked on a Justin Haig 41-yard field goal late in the first quarter. Memphis back Jai Steib scored the first of his two touchdowns in the second quarter, and Remi Watson made it 17-7 at the half with a 4-yard run.

After defensive end Jeremiah Taylor blocked a 29-year-old field goal by Memphis' Paulo Henriques, Cato took the Herd 81 yards for a 24-7 lead, hitting Evans from 25 yards. Then the Herd temporarily escaped its recent special-teams curse when a squib kick ricocheted off a Memphis up-man, with Carter recovering.

The Tigers all but gave the Herd its subsequent 50-yard drive, committing a pass-interference foul, a roughing-the-passer penalty and one of the dumbest personal fouls, by Wynton McManis. The Tigers had forced Cato into a third-and-15 incomplete pass when McManis fouled MU's Jermain Kelson after the play.

On the next play, Cato found Johnson for his first collegiate touchdown, making it 31-7 with 7:39 left in the third quarter. From there, the Herd hung on, and on, and on.

After Karam passed 1 yard to Jesse Milleson for a score on fourth-and-goal, Henriques recovered his own onside kick. Early in the fourth quarter, Steib's 2-yard run cut the lead to 31-21. After a three-and-out, Memphis sprung the fake punt on fourth-and-9 at its 35.

Hornsey took a few steps and jumped to lob a short pass over Herd rushers, hitting Bobby McCain, who ran 61 yards to the Marshall 5. Officials flagged the Tigers for an ineligible man downfield, but waived the penalty off after determining the pass did not cross the line of scrimmage.

"[Marshall is] a big block team, and that's a fake we had in for a couple of different opponents," Fuente said.

The Tigers' touchdown two plays later was almost as unusual. Steib fumbled as he approached the goal line, but left tackle Jordan Devey outwrestled MU linebacker Deon Meadows for the recovery in the end zone.

That made it 31-28, but Allen's 28-yard TD catch kept Memphis at arm's length.

Marshall struggled to run the ball, gaining 92 yards on 27 carries. The Herd gained 433 yards to Memphis' 372 - the latter figure the most the Tigers have managed against a Conference USA opponent.

Here may be the most stunning statistic: Marshall ran a season-low 71 plays, to a season-high 84 for Memphis. Sandwiched around the onside kick, the Tigers ran 23 offensive plays in a row in a span of 91/2 minutes.

"They did a nice job at keeping our offense off the field," Holliday said.

Reach Doug Smock at 304-348-5130 or dougsm...@wvgazette.com.