MURRAY, Ky. (AP) -- Derek Carr threw for 560 yards and seven touchdowns, completing 42 of 46 passes, as Tennessee-Martin outlasted Murray State 66-59 in a spectacular offensive show Saturday.
The Skyhawks (5-2, 3-1 Ohio Valley Conference) never trailed after taking a 7-0 lead on Thad Williams' 42-yard return of a Casey Brockman pass on the opening series.
Brockman and the Racers (3-4, 2-2) pressed the Skyhawks throughout, with Brockman throwing for eight touchdowns while completing 45 of 67 for 537 yards. The early interception was the only one in the game for either passer.
The performances by both senior quarterbacks rewrote their school record books, as the teams combined for 1,440 total yards - 747 by Murray State.
Carr's touchdown and passing yardage totals were records for the Skyhawks, and he's now also their career record holder for touchdown passes with 54. But those weren't the statistics that impressed his coach the most.
''The biggest thing is only four incompletions,'' coach Jason Simpson said. ''Carr stepped up and the offense stepped up, but this was a team win.''
Brockman broke his own Murray State record for touchdown passes in a game, bettering the seven he threw against Missouri State in 2010 and Tennessee State in 2011, and his 45 completions tied his school and conference records. He also passed Michael Proctor as the Racers' all-time leader in passing yardage, reaching 8,932.
With the quarterbacks having such big days, there were also some big numbers for their receivers. Jeremy Butler had a school-record four touchdown catches for the Skyhawks, finishing with eight receptions for 177 yards. Quentin Sims added 12 catches for 146 yards and two touchdowns and Chris Thompson had seven catches for 116 yards and a touchdown.
''When you work hard, you are going to get results,'' Butler said. ''I was able to trust what I saw on film, and Carr did a great job of leading us.''
''I wouldn't say the completions were easy,'' Carr said, ''but when you have people like Quentin Sims, Jeremy Butler and Chris Thompson it's easy. Then add the offensive line. There was one time where I had enough time to go to my fourth read.''
Walter Powell's 14 receptions were the third-highest total in a game for Murray State, and he finished with 196 yards and three touchdowns.
UTM led 42-31 after a first half in which Butler caught three of his scoring passes, and he and Thompson had scoring catches in the third quarter, when the Skyhawks increased their lead to 59-38.
DJ McNeil's 9-yard scoring run with 1:19 remaining - the only rushing touchdown of the game - gave UTM a 66-52 lead, and it held on despite Brockman's final touchdown pass with 3 seconds left.
The Skyhawks' 28-10 lead after one quarter marked the fifth time in six years that the winner of this game had 28 points by the end of the quarter.
Simpson said his team talked with injured defensive back Fred Flenorl before the game. Flenorl suffered a season-ending neck injury last week against Eastern Illinois and has had two surgeries to stabilize his vertebrae.
''Fred is the epitome of a teammate,'' Simpson said. ''His enthusiasm is not fake. It's real. Fred gets the game ball tonight.''