ST. LOUIS — The St. Louis Rams' backups bested the Baltimore Ravens' backups.
Chase Reynolds scored a touchdown on a 17-yard pass from Austin Davis with 2:40 left in the fourth quarter as the Rams avoided a winless preseason by beating the Ravens 24-21 Friday.
Other offensive highlights for the Rams (1-3) included Kellen Clemens' 188 passing yards, second-year wide receiver Brian Quick's five catches for 60 yards and rookie Benny Cunningham's 76 rushing yards on eight carries.
Clemens suffered a broken nose late in the first quarter, exiting for a series before returning to action.
Bobby Rainey had touchdown runs of 1 and 8 yards and quarterback Caleb Hanie threw for 272 yards and one touchdown for the Ravens (2-2).
Rams coach Jeff Fisher opted to sit out most of his starters, including quarterback Sam Bradford.
Running back Daryl Richardson, tight end Jared Cook, wide receiver Chris Givens, left tackle Jake Long, linebacker James Laurainaitis, cornerback Cortland Finnegan and the entire starting defensive line spent the game as spectators on the sideline.
Ravens coach John Harbaugh also sat out most of his starters. The defending Super Bowl champions begin their season when they play the Broncos next Thursday at Denver in the NFL season opener.
Fisher, who has traditionally gotten his starters some playing time in the fourth preseason game, informed his starters of the decision to rest them against the Ravens about two hours before kickoff.
"I'm happy to report that the starters we sat got through the game without injury,'' Fisher said. "It's a little different for us, but we talked about it earlier in the week and we felt like that this was best for this team as far as starting the season.
"What that implies is that I'm pleased with where they are right now, those guys that sat.''
The Rams will open the regular season against the NFC West-rival Arizona Cardinals on Sept. 8 at the Edward Jones Dome.
The Rams' second- and third-stringers were guilty of some sloppy play, especially in the first half.
They were penalized 11 times for 96 yards in the first half. The Rams ended up with 17 penalties for 123 yards.
"We had a nice little candid discussion at halftime regarding that,'' Fisher said of the penalties. "Unfortunately, you have guys who are flying around and busting their butt, and the reality is that most of the flags were thrown on players who are not going to be on the field for us, if there is any consolation there.''
The Rams committed three fumbles in the first 4 1/2 minutes of the game.
It started when Isaiah Pead lost the ball on the opening kickoff, but Reynolds recovered it.
Quick fumbled after making a 14-yard reception. Baltimore's Marc Anthony recovered the ball.
The Ravens gave the ball right back to the Rams as starting quarterback Caleb Hanie was intercepted by Matt Daniels.
Rookie wide receiver Tavon Austin caught a 14-yard pass, but fumbled after being hit by rookie Matt Elam.
Anthony recovered the ball at the St. Louis 26.
Seven plays later, Rainey scored on a 1-yard touchdown that twice appeared to be stopped short of the goal line, before fighting into the end zone on his third effort.
Clemens started at quarterback. He engineered a 10-play, 52-yard drive that produced a 46-yard field goal by Greg Zuerlein with 2:40 left in the first quarter.
Clemens connected on two nice passes to Quick and then got a pass interference penalty on Chykie Brown against Quick in the end zone on the third attempt.
Zac Stacy bulled his way into the end zone from a yard out to put the Rams ahead 10-3 with 5:43 left in the second quarter.
Defensive end Mason Brodine recovered a botched shotgun snap by the Ravens and returned it 18 yards to the Baltimore 35.
The turnover set up a 53-yard field goal attempt by Zuerlein that was wide left.
Two Rams penalties, including a roughing the passer infraction on Garrett Goebel, led to Rainey's second touchdown. His 8-yard scamper came with 41 seconds left in the second quarter.
The Rams pulled in front 17-14 on a 4-yard touchdown pass from Austin Davis to Nick Johnson early in the fourth quarter, but the Ravens got a 50-yard touchdown pass from Hanie to Marlon Brown.
An interception by Drew Thomas at the St. Louis 5 sealed the win for the Rams.
Clemens, battling Davis for the job as Bradford's backup, completed 13 of 18 passes for 188 yards in the first half. Davis completed 6 of 13 passes for 50 yards and two touchdowns.
The Rams must trim 22 players from their roster to get down to the NFL limit of 53 players by 5 p.m. Saturday.
Contact reporter Steve Korte at email@example.com or 239-2522.