Joe Webb passed for 378 yards, threw three touchdowns and rushed for another score to lead Alabama-Birmingham to a 31-21 win over Memphis on Saturday.

Webb, who was 18-for-25 passing, ran for 52 yards on 21 carries for the Blazers (5-5, 4-2 Conference USA).

The game was tied at 7-7 with 14:03 left in the second quarter on Curtis Steele's 11-yard rushing score for the Tigers (2-8, 1-5).

But UAB pulled away with 24 straight points _ Webb threw a 77-yard touchdown pass to Nick Adams and a 26-yard passing score to Frantrell Forrest, Josh Zahn kicked a 27-yard field goal and Forrest caught a 12-yard TD from Webb.

Forrest finished with seven catches for 129 yards for UAB.

Memphis' Steele led his team with 107 yards on 20 carries, including a 7-yard touchdown run in the fourth quarter. Will Hudgens passed for 333 yards and was sacked four times.