Brendon Kay threw for 321 yards and a touchdown, Cincinnati held Memphis to 232 yards of offense and the Bearcats beat the Tigers 34-21 on Wednesday night.

Kay was 27 of 35 to help Cincinnati (6-2, 3-1 American Athletic Conference) win its third straight. Anthony McClung finished with 98 yards receiving and a touchdown, and Shaq Washington had 11 catches for 96 yards.

Tion Green scored a pair of touchdowns, the final one from 3 yards with 1:26 remaining. Jordan Luallen and Ralph David Abernathy each had a touchdown on the ground for the Bearcats.

Memphis' Patrick Lynch completed 17 of 33 passes for 140 yards and two touchdowns, but the Tigers (1-6, 0-4) struggled on offense at key times.

Memphis' offense struggled throughout the game primarily because of the receivers' inability to catch the ball. Lynch's passing stats could have been much better, but receivers dropped at least a handful of passes, thwarting Memphis' opportunities.

One pass that wasn't dropped was an interception of Lynch by Cincinnati's Deven Drane at the Memphis 25 with just under 9 minutes left.

The Bearcats would convert the turnover into a 24-yard scoring pass from Kay to McClung for a 27-14 lead with 7:23 remaining

That was an important touchdown because Memphis would put together a 75-yard drive and cut the lead to six at 27-21 when Brandon Hayes scored on a circuitous 31-yard run, ending with a dive from the 3-yard line to the pylon.

That was as close as Memphis could get as the final Cincinnati drive covered 61 yards and took almost 4 minutes late in the game.

The teams traded early touchdowns with the Tigers benefiting from a short punt leading to a 7-yard scoring pass from Lynch to Tevin Jones.

Cincinnati answered on a 13-yard run by Luallen, a fullback who was running out of a wildcat formation. Part of the reason for Luallen being in that position was starting Kay was on the sidelines recovering from a blow to the midsection two plays earlier.

Cincinnati was able to take a 14-7 lead at halftime capitalizing on a Memphis fumble in Tiger territory. Memphis running back Marquis Warford gained two yards but fumbled. Cincinnati's Zach Edwards recovered at the Memphis 19.

On the next play, Abernathy scored on a run up the middle for the Cincinnati halftime lead.

The Bearcats missed another opportunity when a 44-yard field goal attempt by Tony Miliano was wide left in the final minute of the half

Cincinnati allowed Memphis a mere 58 yards of offense in the first half, including 12 in the second quarter. Of those 12, only 1 was on the ground.

Meanwhile, the Bearcats managed 218 yards, 173 passing.

Both teams had significant drives in the third quarter — Cincinnati's a 69-yarder capped by a 2-yard run by Green's. Memphis' drive was 70 yards, the final 7 covered by a pass from Lynch to Hayes.