Huntington, W. Va. -- The Youngstown State football team went toe-to-toe with one of Division I-A's Top 20 teams on Saturday night before eventually losing to Marshall 38-24 at Marshall Stadium.

The Penguins outgained the Thundering Herd 422-379 and junior tailback P.J. Mays ran for 201 yards and three scores. YSU led 24-17 before Marshall scored the game's final 21 points.

MU quarterback Byron Leftwich, who was the No. 2 passer in the country was held to 201 yards passing, his second-lowest total on the year. YSU finishes the regular season at 8-3 and will learn its postseason fate at 12:30 p.m. on Sunday during the I-AA Playoff selection show.

Late in the ballgame, the Penguins trailed 31-24 and were threatening. YSU moved the ball 70 yards inside the Marshall with just over three minutes remaining, but on third down, Jeff Ryan was stopped short of the goal line on a quarterback sneak. With 2:31 left YSU sophomore tailback Mike Burns was stopped at the one by Chris Crocker ending that Penguins drive.

YSU had one last chance taking over at the Marshall 49 with 1:04 remaining. After a Ryan keeper on fourth down moved the ball to the MU 29, his pass towards the sidelines was intercepted by Roberto Terrell and returned 76 yards for a touchdown with 11 seconds left.

Trailing by a touchdown, Marshall tied the game on a two-yard touchdown run by Brandon Carey with 1:49 remaining in the third quarter. In the fourth, Leftwich threw his third touchdown pass of the game this one to Josh Davis from 14 yards out to put the Herd (10-1) in front 31-24 with 12:43 left. Marshall has now won 10 straight after losing to Florida in the season opener.

The Penguins took their initial possession of the game 68 yards in five plays and grabbed a 7-0 lead on a 10-yard run by Mays. Marshall eventually tied the game late in the first when Leftwich hit Darius Watts on an 11-yard scoring pass. After a Curtis Head 20-yard field goal put the Penguins behind 10-7, Mays scored from two yards out to make the score 14-10 in YSU's favor. Before the half, Marshall grabbed a 17-14 lead on a 20-yard pass from Leftwich to Curtis Jones.

YSU scored the first 10 points on the second on a six-yard run by Mays and a 39-yard field goal by Jake Stewart, but Marshall rallied scoring the final 21 points.

The Penguins had more first downs 23-21, finished with 372 yards rushing, averaged 46.3 yards per punt and owned the time of possession advantage of 32:42 to 27:18. But YSU committed three turnovers that turned into 17 Marshall points.