FOXBOROUGH, Mass. - Toledo coach Matt Campbell didn't give a Knute Rockne speech to his 19th-ranked team at halftime at Gillette Stadium on Saturday.

The Rockets' coach, his team down to Massachusetts by 18 points but coming off a big defensive play to end the half, knew he had quarterback Phillip Ely leading an offense that scored 56 unanswered points the previous week at Eastern Michigan.

"There was no miracle speech or anything like that," Campbell said after the undefeated Rockets (7-0, 4-0 MAC) scored 41 points in the second half and left with a 51-35 conference victory. "It was just the kids were really poised and then I thought we did an unbelievable job in the second half."

And the charge was led by Ely, whose three interceptions in the first half - not his fault, according to his coach - helped dig a 28-10 deficit.

"I think you saw what his moxie and poise look like," Campbell said. "He's a really special player, one of the best leaders and best players I've been around in a long time. He's got a lot of guts and a lot of confidence in who he is."

Ely, who threw one touchdown pass in the first half, fired four more in the second. Three of those TD passes came during the third quarter, when Toledo held UMass to one first down.

All this after UMass (1-6, 0-3) had the ball at the Toledo 1-yard line with six seconds left in the first half. Trying to slip in one more play before settling for a field goal, quarterback Blake Frohnapfel threw the ball into the end zone. It was picked off and returned 83 yards by linebacker Ja'Wuan Woodley as the half ended.

"The end of the half was discouraging," said UMass coach Mark Whipple, who described the game as "a tale of two halves."

After the Rockets' 21-point third quarter, running back Terry Swanson scored on a 1-yard run 47 seconds into the fourth to make it 38-28, and Ely then hit wide receiver Cody Thompson with a 31-yard scoring strike with 10:59 left.

"What a great fight for this team, they didn't hang their heads at all and believes, and it really showed in the second half," said Ely. "I was pretty down. That's definitely not the way we want to start."

UMass was attempting to pull off its first upset of a ranked team in school history. The Minutemen, in their fourth season on the FBS level, fell to 0-10 against teams in the Top 25.

Ely, who finished 26 of 47 for 355 yards, threw touchdown passes to four different receivers - two went to Thompson - and Jameson Vest kicked three field goals for Toledo, which finished with 620 yards of total offense.

Swanson ran for 118 yards and his fifth touchdown of the season for the Rockets. Fellow running back Kareem Hunt, who joins Swanson as part of the four-man "Justice League" backfield, ran for 90 yards.

Thompson, who came into the game with 16 catches and two scores, grabbed six for 116 yards, his third in the last five with at least 100 yards.

Frohnapfel, who threw three touchdown passes in the first half, could do little after the break and his teammates were guilty of numerous penalties and mistakes, UMass finishing with 15 penalties for 134 yards.

You can't do that against any opponent, especially a good one.

"They showed why they're ranked the way they are, why they're 7-0, in the second half," Whipple said of Toledo. "We're still looking to play a complete game."

Frohnapel, who finished 27 of 49 for 240 yards and an interception, threw his fourth touchdown of the game, the second to ace receiver Tajae Sharpe with 4:11 left. Sharpe, UMass' career receptions leader, had 12 catches for 159 yards and also grabbing a 35-yard touchdown pass.

The win was Toledo's 10th straight dating to last season - giving the Rockets the fifth double-digit winning streak in school history.

NOTES: The comeback was Toledo's largest since rallying from 20 down to defeat Bowling Green in 2004. ... UMass has allowed scores on all 27 opposition trips inside its red zone this season. ... Toledo still hasn't yielded a 2015 sack, running 253 pass plays. ... UMass RB Sekai Lindsay, one of several UMass players injured in the game, was carted off with a right ankle injury late in the half. ... The two UMass first-quarter TDs were the first first-quarter scores yielded by the Toledo defense this season. ... No. 19 is Toledo's highest ranking since the Rockets reached No. 18 in 1997. The program high point was No. 12 in 1970. ... Attendance in the NFL stadium was just 12,793. ... Toledo hosts Northern Illinois on Nov. 3 and UMass is at Ball State next Saturday.