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ITHACA, N.Y. – Flushed out of the pocket, senior quarterback Jeff Mathews looked both ways before finally slipping out to his right. Nearing the sidelines, he pulled up, waved a receiver deep and threw the ball up in the air. The first Cornell receiver boxed a Brown defender out for possession, but it was tipped away. The ball, however, never touched the ground. Chris Lenz got his hands underneath it and the official on the sideline ruled it a catch. The clock stopped with three seconds left on the board and Cornell was one play and 19 yards away from sending the game into overtime.

As the Big Red ran down the field to set up for one more chance, reality set it. The flag in the backfield had called the play back and stopped the Big Red in its tracks. Cornell had run out of time.

Cornell kept coming and coming, but Brown had enough cushion to hold on for a 42-35 shootout victory over the Big Red on a crisp fall Saturday afternoon at historic Schoellkopf Field. The Bears improved to 4-2 (1-2 Ivy), while Cornell slipped to 1-5 (0-3 Ivy).

Mathews had already convinced the crowd anything was possible on this day. He surpassed 10,000 career passing yards, accounted for five touchdowns and hit the 400 yard passing mark in a game for the eighth time in his career while valiantly guiding the Big Red back in the game after falling behind 28-7 on the first play of the second half. He completed 30-of-46 passes for 419 yards and four touchdowns, with his only interception coming on a hail mary on the final play of the game, after his previous hail mary attempt was caught. He also ran for a score to match a school record with five total touchdowns.

His favorite target was All-Ivy League receiver Grant Gellatly, who caught 10 passes for 212 yards and two touchdowns. It was just shy of his career-high in yardage and he joined Luke Tasker '13 as the lone Cornell receivers to surpass 200 yards in a game twice. It has only happened five times in school history. Lucas Shapiro added eight catches for 79 yards and a touchdown in his fifth straight game, while Luke Hagy had 201 all-purpose yards and scored once.

The Big Red defense kept Cornell in the game with several key fourth quarter stops, including a big third-and-4 to get Cornell the ball back with 2:16 left. Senior Brett Buehler had a career-high 15 tackles and surpassed 200 for his career, while classmate Kevin Marchand made 10 stops with a tackle for a loss and a pass breakup. Tre' Minor made nine tackles, including the late third-down stop of Brown's Patrick Donnelly to give Cornell a late opportunity to tie. Sophomore Bobby Marani recorded his first career interception.

Donnelly led Brown by completing 21-of-27 passes for 295 yards and three touchdowns, one each to Tellef Lundevall, Jordan Evans and Andrew Marks. Both Jordan Reisner and Andrew Coke scored a touchdown on the ground, with Reisner running 19 times for 110 yards. Ade Oyalowo had a team-high nine tackles, including two for a loss.

Brown didn't look as though it was going to allow Cornell into the game over the first half. The Bears jumped out to a 28-7 lead eight seconds into the second half and had taken the air out of the crowd of nearly 3,200 before the Big Red started marching back behind a resurgent defense and an offense that was ready to make big plays.

The second half, particularly the fourth quarter, saw the Big Red take the role as aggressor. After the Bears forced a fumble and returned it for a touchdown on the opening kickoff of the second half, Cornell turned it around. Mathews led the Big Red on a five-play, 78-yard drive that with the senior hitting on four straight passes, including a 26-yard strike to Gellatly bookended by a 10-yard touchdown strike to Shapiro. Setting up the touchdown was a 23-yard run by Luke Hagy, the longest rush of the year by a Big Red player.

The Bears answered with a similar drive, with Donnelly hitting Jordan Evans up the middle for a 43-yard touchdown. Evans split two defenders and race untouched the rest of the way to extend it back to a three touchdown margin.

After trading punts, Mathews went back to work. He hit Shapiro for 12 yards, Tanner Wrout for 10 , Lenz for 8 and Gellatly on consecutive passes for a total of 25 yards to run out the third quarter. Mathews picked up a fourth-and-8 with his feet, legging out a 9-yard run, then hit Gellatly from 11 yards out for his third score of the day. Boomer Olsen's Pat cut it to 35-21.

The Big Red defense did its part, with Marchand making three stops on the ensuing drive. Facing a third-and-5, Donnelly went toward the sidelines with a pass, but Marani read his eyes and beat the receiver to the spot for his first career interception to give the ball back, and Mathews and Gellatly took advantage immediately. On the very first play, Mathews went up top to his senior classmate who caught the ball in stride, shed his defender trying to make the tackle and ran the rest of the way to convert an 81-yard score. That made it 35-28.

John Wells, who put all six of his kicks through the end zone for touchbacks, did it again, but seven plays later Brown had the lead back up to 14 points. The big play came again on a Donnelly to Evans connection for 44 yards and the Brown running game did the rest. Andrew Coke carried the ball the final seven yards on two carries to make it 42-28 with 7:53 left on the clock.

Cornell wasn't done. Not yet.

Mathews marched Cornell right back down the field, hitting on 5-of-6 passes for 55 yards, but it again was his legs making the big play. After picking up a couple of fourth down opportunities, the senior ran it in from the 2 for his third rushing score of the year. After Olsen's PAT, it was 42-35 with 4:33 left.

it was the defense's turn, and it did what it was asked with a huge three-and-out. After two short rushes, the Big Red held on a third-and-four with senior captain Tre' Minor getting into the backfield and putting Donnelly down. The quarterback got back to the line of scrimmage to save the sack, but Brown was forced to punt just the same. A 27-yard punt and a 5-yard Brown penalty gave the Big Red the ball on its own 47 with 2:16 left.

Then Brown made its play. Mathews dropped back and was almost immediately hit by John Bumpus, who separated the senior from the ball. Brown recovered.

But Cornell wouldn't let that be the last word just yet. The Bears went three-and-out again and had to punt with 30 seconds left. After Ben Rogers nearly made an unbelievable catch along the sidelines on first down, Mathews did complete the 57-yard hail mary to Lenz, but it was called back for holding. With the ball all the way back at Cornell's own 14, the senior quarterback heaved it up for one last gasp, but Brown's Emory Polley came down with it to end the game.

The first half didn't suggest the drama, as Brown piled up 301 yards of offense and lead 21-7. The Bears fumbled on their opening drive after moving the ball down the field, but scored touchdowns on three of their next five possessions. The other two were three-and-outs by the Cornell defense. The backbreaker was a 13-play, 89-yard drive that made it 21-7. Cornell answered with a nine-play, 64-yard drive of its own, but the home team missed a 31-yard field goal late in the half and the Bears went into the locker room with all the momentum.

Cornell's lone touchdown of the first half came on a 31-yard catch and run by Hagy, who broke two tacklers on his way to the end zone to tie the game at 7-7 with 1:36 remaining in the first quarter. Playing a star role for the Big Red in keeping the home team in the game in the first 30 minutes was freshman punter Chris Fraser, who averaged 41.0 yards on his four punts with one kick inside the 20.

Cornell hits the road to meet Ivy League unbeaten Princeton on Saturday, Nov. 2 at 1 p.m. at Princeton Stadium. The Tigers are coming off a 51-48 triple overtime victory at Harvard, which is the type of contest you might expect from the Princeton-Cornell series, which has been one of the most exciting in all of college football year-in and year-out the last 25 years.