Ryan Aplin had his second straight 300-yard passing game and Arkansas State overcame a 14-3 deficit to beat Memphis 33-28 Saturday night.
The Red Wolves (1-1) took their first lead on David Oku's 1-yard touchdown run with 6:31 left in the game, then held off the Tigers (0-2).
Oku had 130 yards rushing, Frankie Jackson added two short rushing touchdowns and Aplin completed 23 of 43 passes for 302 yards and a touchdown. Aplin, coming off a 304-yard passing game in a 57-34 loss to Oregon, also rushed for 73 yards.
Josh Jarboe added six receptions for 101 yards, including a 42-yard touchdown, for Arkansas State, while J.D. McKissic had eight catches for 99 yards.
Memphis scored twice on special teams, recovering a blocked punt in the end zone and recovering a fumble on a punt return in the end zone.