ANNAPOLIS, Md. -- The Navy triple-option offense proved too much for Memphis to stop on Saturday, and quarterback Will Worth was a big reason why.

Worth ran for a career-best 201 yards and three touchdowns and threw for two more scores as No. 24 Navy rushed for a season-high 447 yards to defeat Memphis 42-28 in an American Athletic Conference West Division matchup.

Navy (5-1, 4-0) took sole possession of first place in the division as Memphis (5-2, 2-1) was the only other unbeaten team. The Midshipmen have won two straight.

"That was a great, great win against a really good football team," Navy coach Ken Niumatalolo. "They have an explosive offense. I'm proud of the way we fought. That's the resolve of these young men."

Navy finished with 532 yards of total offense, powered mostly by the ground game. Worth threw the ball only four times the entire game, but completed three for 85 yards as the Midshipmen stayed on the ground.

"The triple-option, we take what we can get, and today, the quarterback run game was there," Worth said. "We could manage that and set up a couple of pass plays to be able to score through the air. It's just executing the game plan."

The Midshipmen moved the ball on the ground thanks to that hard-to-stop triple option. It's a big reason why Navy held possession for nearly 40 minutes and converted eight of 13 third-down situations and each of the fourth downs it tried.

The Tigers simply couldn't slow the Midshipmen down.

"I thought they did a good job of execution," Memphis coach Mike Norvell said. "We had a couple of assignment issues. But I thought they just did a great job of executing. Their quarterback ... just played lights out. He had an unbelievable game."

Worth ran for one touchdown in the first half and threw for one more early as Navy took a 21-14 lead at the break. He then scored twice more on the ground in the second half and threw for another as the Midshipmen took charge.

The quarterback ran for a 4-yard score on the first drive of the second half that gave Navy a 28-14 lead -- the last of the team's 21 unanswered points.

Memphis quarterback Riley Ferguson (25 of 40, 333 yards, two touchdowns) sliced the lead to seven with a 9-yard touchdown pass to Daniel Hurd on the next drive. Worth threw an 18-yard scoring pass to Tyler Carmona on the quarter's final play.

That came on fourth-and-4 when the Tigers called a time out with two seconds left so that Navy would have to try a field goal going into a stiff wind if it wanted to kick. Instead, the Midshipmen crossed them up and took a 35-21 lead.

Memphis' Patrick Taylor ran for a 7-yard touchdown on the following drive and made it 35-28. Bennett Moehring of Navy clanked a 32-yard field goal attempt off the left upright with 5:40 remaining.

The Tigers then committed a key turnover when Roderick Proctor fumbled after catching a pass at the Memphis 43. Navy's Tyler Sayles recovered, and Worth scored five plays later on a 1-yard run with 2:01 left to lock it up.

Dishan Romine (92 yards) and Chris High (72 yards) both helped the Navy running attack that averaged 6.0 yards on its 74 carries.

Memphis moved the ball in the air but could not make enough big plays to keep up with the Navy offense.

"I feel like we played well (on offense)," Ferguson said. "It's just, the main things we need to get corrected is when we get a chance or opportunity in the game, we have to capitalize on it."

The scoring started quickly. Ferguson threw a 33-yard touchdown pass to Anthony Miller on the first Memphis drive, and Shawn White tied the game for Navy on its first drive with his 4-yard touchdown run.

Tony Pollard answered on the next play with a 100-yard kickoff return for a touchdown and a 14-7 Memphis lead. Navy tied it on the ensuing drive when Worth threw a 15-yard touchdown pass to Jamir Tillman with 42 seconds left in the quarter.

Worth fumbled at the 1-yard line and the ball hit the pylon, so it was a touchback. After that, Navy stopped the Tigers on fourth-and-goal from 1-yard line to keep the game tied.

Worth gave Navy its 21-14 halftime lead on a 3-yard touchdown run with 1:19 left. The quarterback ran for 119 yards as the Midshipmen compiled 243 yards on the ground in the first half alone.

NOTES: Navy QB Will Worth has scored a touchdown in each game this season. Worth set a career high in rushing yardage before halftime, and his three rushing touchdowns were a career-high. ... Navy's previous best in rushing as a team was 427 yards in its season-opening victory over Fordham. ... This was the first time Memphis played at Navy-Marine Corps Stadium and just the third time the Tigers went against one of the major service academies. ... Despite the loss, Memphis still gained 431 yards of total offense and made 24 first downs.