BIRMINGHAM, Ala. -- Darrin Reaves rushed for 184 yards and two scores and Alabama-Birmingham withstood a late Marshall barrage to win 38-31 Saturday.

The Blazers (3-7, 2-4 Conference USA) led 31-7 with 5:23 left in the third quarter.

Within 2 minutes, the Thundering Herd roared back with a 10-yard TD pass from Rakeem Cato to Jazz King, followed by Kevin Grooms' 7-yard TD run and Justin Haig's 38-yard field goal with 7:18 remaining.

Reaves answered with a 17-yard TD, capping an 11-play, 80-yard drive with 2:50 left to set a single-season UAB touchdown record with 12.

Marshall (4-6, 1-5) then moved downfield quickly and efficiently, with Cato connecting with Tommy Shuler on 30- and 19-yard plays before finding Gator Hoskins for a 3-yard TD with 1:41 remaining.

UAB recovered the onside kick and ran out the clock.

The Blazers' Austin Brown threw two TD passes and Jackie Williams had a 79-yard punt return.