FORT COLLINS, Colo. (AP) _ Matt Newton threw for 312 yards and three touchdowns as No. 24 Colorado State overcame a slow start and then held off Nevada 38-33 on Saturday.

The game was dominated by the offenses as Nevada (0-2) finished with 597 yards, including 429 through the air. Colorado State (2-0) gained 529.

Kevin McDougal, who ran for 190 yards for Colorado State last week, finished with 147 before leaving the game with a leg injury in the fourth quarter.

Dallas Davis added 122 yards receiving for the Rams, who improved to 4-0 against Nevada.

The game was a shootout in the second half as the teams ran and passed at will, scoring on eight of 11 possessions.

Nathan Allen's 10-yard touchdown catch pulled Nevada to 31-25 with 10:17 remaining, but the Wolf Pack couldn't stop the Rams on a third-and-10 play three minutes later.

Cory Woolstenhulme's 25-yard catch kept the drive going, and Colorado State scored on a 1-yard run by Rahsaan Sanders to push the lead to 38-26 lead with 5:38 left.

Nevada quickly countered as Chris Lemon's 3-yard touchdown run capped a 12-play, 85-yard drive with 2:33 to go. Lemon finished with 124 yards rushing and caught five passes for 83 yards and a score.

The Wolf Pack had one last chance after Rams punter Deone Horinek pinned them at the 3, but they turned the ball over when Trevor Insley fumbled after a 23-yard catch at the Colorado State 49 with 19 seconds left.

Insley, who 175 yards receiving last week against Oregon State, finished with 17 catches, one short of a school record, for 194 yards.

David Neill was 35-of-52 for 429 yards and three touchdowns for Nevada.

Colorado State, coming off an emotional victory over Colorado last week, fell behind 10-7 in the second quarter but took the lead for good when Frank Rice beat Christian Broussard for a 52-yard touchdown catch just before halftime.