SAN PEDRO SULA, Honduras -Marathon scored a pair of goals in the final seven minutes to defeat D.C. United 3-1 in the opening game of Group C in the CONCACAF Champions League Tuesday night at Estadio Olimpico Metropolitano.

Jerry Palacios scored what proved to be the game-winner in the 83rd minute when he moved inside of D.C. defender Greg Janicki, took a touch off of Glen Brown's flicked header and tapped the ball past goalkeeper Josh Wicks and inside the far post.

Five minutes later, Salvadorian referee Elmer Bonilla pointed to the spot after a trip by Janicki in the box and Mario Berrios added the insurance, putting his penalty high and to Wicks' right.

Wicks saved Berrios' first attempt, a low shot to his right, but Bonilla ruled Clyde Simms had encroached and allowed Berrios to take a second shot.

Janicki had a difficult match. His gaffe led to Marathon's first goal in the 23rd minute as the defender missed attempting to clear Mauricio Sabillon's open cross from the right, and Walter Martinez pounced, tapping the ball into the net.

Late in the first half, Marathon's Uruguayan goalkeeper goalkeeper Juan Obelar tipped Andrew Jacobson's shot from 30 meters as United had another corner. Following a second corner, Ben Olsen attempted to chip the goalkeeper from the edge of the 18-yard box, but his attempt was over the bar.

D.C. United coach Tommy Soehn made his first change at the half, bringing on Santino Quaranta for Jaime Moreno.

Three minutes later, Quaranta's corner led to D.C.'s equalizer as Luciano Emilio headed the ball past Obelar after Julius James initial downward header was saved. Emilio headed in the rebound before being bloodied as a result of a clash of heads with defender Erick Norales.

In the 55th minute, Andrew Jacobson's low shot from 22 yards out rolled just wide to Obelar's right.

Quaranta played another great ball in toward the back post in the 63rd minute, but Obelar parried away Devon McTavish's diving header for another D.C. corner.

The visitors appeared to tire late and Marathon took full advantage, dominating in the final quarter hour.

Both teams resume Group C action next Wednesday with Marathon hosting Trinidad & Tobago's San Juan Jabloteh and D.C. United taking on Mexican side Toluca at RFK Stadium.