CHAPEL HILL, N.C. — Trailing by seven at halftime, North Carolina rolled off 17 straight points in the third quarter and then held off a late Pitt score to upset the visiting Panthers, 38-35.

(Photo by Paul Burdick. Check out more of Burdick’s work here)

Jordan Brown (1-yard run) and Dyami Brown (19-yard pass from Nathan Elliott) scored touchdowns in the third quarter and Freeman Jones hit a 37-yard field goal to put the Tar Heels up 38-28 after three.

Pitt got a late touchdown pass from Kenny Pickett to Maurice Ffrench with 3:12 to play that was originally called incomplete but was overturned.

North Carolina, though, was able to run out the clock.

The teams traded touchdowns in the first half until Pitt got the final two to take a 28-21 halftime lead.

Darrin Hall tied the game at 21 for the Panthers on a 65-yard run with 3:07 left in the half and then George Aston scored on a 1-yard pass from Pickett with 35 seconds left in the half to put Pitt up 28-21.

Pickett had tied the game at seven on a 7-yard run in the first quarter and then Qadree Ollison scored a 2-yard run to make it 14 in the middle of the second quarter.

Antonio Williams scored the first two North Carolina touchdowns on a 37-yard run and a 1-yard run. Elliott then hit Michael Carter with a 31-yard touchdowns pass to put the Tar Heels up 21-14.