Green Bay, WI -- (Sports Network) - DeAngelo Williams ran for four touchdowns, including the go-ahead score with 1:30 left in the game, as the Carolina Panthers upended the Green Bay Packers, 35-31.

Williams had 21 carries for 72 yards for the Panthers (9-3), who kept pace with Tampa Bay for first place in the NFC South. The Bucs beat New Orleans, 23-20, on a late field goal Sunday.

Jake Delhomme passed for 177 yards on 12-of-17 completions for Carolina, while Steve Smith caught four passes for 105 yards. Two of his grabs got the ball to the one-yard line to set up Williams touchdowns.

Aaron Rodgers threw for 298 yards and three touchdowns on 29-of-45 completions for Green Bay (5-7), which has lost two in a row and four of five. The Packers fell further behind in the NFC North, as Minnesota beat Chicago, 34-14, Sunday night. The Vikings took over first place in the division, while the Packers are a game behind the Bears for second.

Greg Jennings, Donald Driver and Donald Lee each had a receiving touchdown in the loss for Green Bay.

In a back-and-forth game, the teams were tied 28-28 in the fourth quarter when Green Bay took the ball with 11:10 remaining at its own 20-yard line. The Packers embarked on a long drive that consumed 9:13 of the game clock, and featured Rodgers converting a 4th-and-1 with a two-yard gain.

After that push, which got the ball to the Carolina 39, Rodgers completed two passes -- 17 yards to Jennings, and 13 yards to Driver. They got the Packers to the Panthers 9, and an unnecessary roughness penalty two plays later gave Green Bay a 1st-and-goal at the seven-yard line.

But after Brandon Jackson ran for six yards, he was stopped on second down before John Kuhn was halted at the goal line. That brought Mason Crosby out to kick the 19-yard field goal for a 31-28 Packers lead with 1:57 on the clock.

"I think it showed a lot about our football team," Carolina coach John Fox said. "We were able to get a good stop and eliminate the touchdown to put us in position to be able to win the game."

However, Carolina quickly put a touchdown on the scoreboard to grab the lead. The Panthers were working with a short field after Mark Jones returned the kickoff 45 yards from the Carolina goal line. On the first play of the drive, Delhomme aired out a pass for Smith, who made the catch bending backwards at the one-yard line. It appeared as though Smith may have crossed the goal line, but the review upheld the ruling on the field.

It hardly mattered, as on the next play Williams plunged into the end zone to put Carolina on top, 35-31, with 1:30 left.

Green Bay had enough time to try for another touchdown, but Rodgers' second pass of the series was picked off by Jon Beason, and the Panthers ran down the clock to seal the win.

"We made some plays in the second half, but not enough," Packers coach Mike McCarthy said. "The biggest thing in this game was field position. The last two weeks we've been 200 yards behind our opponents. We kept giving them the ball at the 50 yard line and you can't do that."

Carolina got on the scoreboard first thanks to good field position. A 13-yard punt return from Jones had the Panthers starting from the Green Bay 42. During the drive, Williams had a 27-yard gain up the left sideline to get the ball to the three-yard line, and after a two-yard gain, he plunged into the end zone.

The Panthers took the 7-0 lead into the second quarter, and a little more than two minutes into the new stanza Crosby's 32-yard field goal put Green Bay on the scoreboard.

Carolina responded with another scoring drive. Thanks to a 42-yard Jones kickoff return, the Panthers only had to travel 55 yards, and did so in five plays. Jonathan Stewart picked up most of the distance on a 43-yard run, during which he was stripped just yards from the end zone. However, the Panthers recovered and Delhomme's one-yard dash to the left side of the end zone made it a 14-3 game.

The Packers answered with their own touchdown, as Rodgers capped a 12-play, 66-yard drive with a six-yard pass to Driver with 3:15 left in the half.

After a Carolina punt, the Packers got the ball back, but on the first play the shotgun snap was botched, and the Panthers recovered at the Green Bay 17. Williams ended that drive with two runs, the latter of which was a one-yard gain for another score, making it 21-10 at halftime.

Crosby booted a 44-yard field goal a little more than a minute into the third quarter, and the Packers tied the game on their next possession. In eight plays they moved 95 yards, with most of it coming on a 46-yard toss to Driver. Rodgers ended the series with a five-yard lob perfectly placed to Lee in the left corner of the end zone. Green Bay converted for two points, on Rodgers' pass to Jennings, to knot the score up at 21-21.

The Packers then surged into the lead after a Carolina punt, as Rodgers completed a 21-yard TD strike to Jennings shortly into the fourth quarter. But the Panthers ended Green Bay's string of 18 points with a touchdown of their own.

Delhomme aired out a pass to Smith, who was ruled down at the one-yard line. Williams ran into the end zone on the next play to tie the game with 11:10 left.

Game Notes

Jones had four punt returns for 46 yards for the Panthers, and four kickoff returns for 155 yards...Jennings finished with eight catches for 91 yards, while Driver had five grabs for 83 yards for Green Bay...Jackson ran for 80 yards on 11 carries for the Packers...Green Bay outgained Carolina, 438-300.