BOULDER, Colo. - Three interceptions, two returned for touchdowns, allowed Colorado to outlast the University of Central Arkansas 38-24 Saturday night in front of 35,168 fans at Folsom Field.

UCA senior quarterback Wynrick Smothers was intercepted a career-high three times by the Buffs, and Greg Henderson and Jered Bell returned two of them for touchdowns as Colorado scored the game's final 21 points. The Bears, ranked No. 5 in FCS, had taken a 24-17 lead on Smothers' 1-yard sneak in the opening minute of the fourth quarter.

But UCA's next four possessions ended in an interception, fumble, punt and another interception in the end zone with 1:50 left in the game.

"It's a game of big plays and we had an opportunity to make some in the first half and we didn't make them," said UCA head coach Clint Conque. "And then we literally gave them 21 points with the turnovers. You can't do that against an FBS team on their home field.

"There were dropped balls, tipped balls, and we left our defense on the field way too long. But our kids kept playing. We played very hard. But we're very disappointed. We had a touchdown lead with an opportunity to go up more and the pick six changed the entire momentum of the game."

UCA's defense forced four turnovers of its own, and scored off three of them. But the Buffs made theirs count down the stretch.

"We were down some players," said Conque. "We brought about 30 players on defense and we just wore down. I'm proud of how we competed. But we had our chances to go up two scores and maybe put them away but we just didn't get it down. When you get a chance to put them away or at least make them really, really nervous, you have to do it."

The Bears (1-1) fought back from a 14-0 first-half deficit to score twice in the final 4:37 of the half and went to the locker room tied at 14-14. After the Buffs got a 55-yard touchdown pass from Connor Wood to Paul Richardson and a 46-yard interception return for another score from Greg Henderson with 11:55 left in the second quarter, UCA came back strong.

The Bears took advantage of consecutive CU turnovers to tie the game. Senior defensive end Markeith Gaines sacked Wood and Derek Floyd recovered for UCA on its own 31 with 7:31 to play. The Bears drove 69 yards in just six plays, with Smothers hitting junior receiver Dezmin Lewis from 23 yards out for the touchdown. Sophomore Jace Denker added his first career point-after to close the gap to 14-7 with 4:37 left.

Sophomore Bobby Watkins, a transfer from the nearby Air Force Academy, intercepted Wood just four plays later, giving the Bears another shot with 2:56 left in the half. Smothers then completed 7 of 10 passes, taking the Bears to the CU 11. His 11-yard touchdown pass to senior tight end Chase Dixon on a fade in the left corner with :22 remaining to tie it at 14-14.

Smothers completed 16 of 22 passes for 158 yards, with two touchdowns and an interception in the first half as UCA totaled 200 yards of offense. Wood was 12 of 18 with an interception and a touchdown as Colorado totaled 221 yards of offense.

The Bears struck first in the second half as sophomore Dillion Winfrey of Bryant returned the opening kickoff 88 yards and Denker kicked his first field goal from 28 yards to give UCA its first lead at 17-14 just 1:06 into the second half. THe Buffs tied it with a 31-yard field goal by Will Oliver with 11:28 left in the quarter.

Gaines forced his second fumble on a sack and fellow defensive end Jonathan Woodard chased it down at the CU 16. Running back Willie Matthews, after being stopped inside the 1-yard line on third down to end the third period. After changing ends of the field, Smothers went in on the sneak in front of a raucous CU student section. Denker made it a 24-17 UCA lead with the PAT at the 14:56 mark of the fourth period.

Junior safety Marvin Mitchell got the ball right back for UCA with an interception at the Bears' 44 with 13:37 remaining but CU's Jered Bell picked off Smothers and returned it 77 yards for the tying touchdown. The last time the Buffs returned two picks for touchdowns in the same game was in 1999 against Boston College in the Insight.com Bowl.

The Buffs made it two scores in just 1:16 when Chidobe Awuzie wrestled the ball away from UCA receiver Jatavious Wilson, setting CU up at the UCA 30. Wood found a wide-open Richardson for a 30-yard touchdown on the seconnd play from scrimmage to give the CU a 31-24 lead with 9:16 to play. Colorado added a late field goal with 4:24 to play and held UCA scoreless on its final four possessions.

Smothers finished 33 of a career-high 55 attempts for 280 yards, two touchdowns and three interceptions. Lewis caught a career-high 9 passes for 89 yards, while running back Willie Matthews caught 7 for 45 yards and also rushed for 32 yards. Wood was 23 of 36 for 341 yards for CU, while Richardson caught 11 passes for 209 yards and 2 touchdowns.

UCA continues on the road next week, taking on UT-Martin at 6 p.m. in Martin, Tenn.