WINNIPEG — The Edmonton Eskimos overcame a slew of penalties and an early deficit to walk away with the win Thursday night.

Mike Reilly threw for 465 yards and two touchdowns as the defending Grey Cup champions beat the Winnipeg Blue Bombers 20-16.

"We're happy just to come out of here with a victory on the road," said Eskimos coach Jason Maas.

"(But) we have to stop the penalties. We have to figure out a way to stop hurting ourselves and start faster."

Edmonton took 12 penalties and gave up 114 yards. Eight of those infractions came in the first half, allowing Winnipeg to jump out to an early 10-0 lead at one point.

"It was a slugfest . . . It wasn't the cleanest of games," said Reilly. "We were pretty sloppy."

Reilly completed 32-of-45 passes and said his team should have had more points on the board.

"We were able to move the ball extremely well but we weren't able to finish."

The Bombers, who fell to 1-3, were saying a lot of the same things about the penalties, although not so much about success moving the ball. Quarterback Drew Willy completed 25-of-38 attempts for 299 yards and one touchdown, but also had two interceptions. The Bombers had 317 yards total offence to Edmonton's 517.

Winnipeg took 14 penalties for 136 yards and eight of those penalties were in the second half, when the Bombers watched an important game slip away.

"Too many penalties to beat a good team," said coach Mike O'Shea.

Despite losing the offensive battle, O'Shea wouldn't criticize Willy's play.

"I don't know that we ran the ball very well," he said. "I think there was a stretch where he didn't set his feet well enough maybe.

"All the holding penalties, the lack of production on first downs, puts any quarterback in a bad spot."

With all the penalties and coaches' challenges, the game was a choppy one but Maas had no issues with the referees.

"We have to do better as coaches and players... And the bottom line, cleaning it up."

The first half saw two touchdowns called back due to penalties, one for each team.

Coming off last week's win in Hamilton, the Bombers were trying to win two in a row for the crowd of 24,007, something they haven't done in two years, and beat Edmonton, which they haven't managed in four.

For a little while, it looked promising. Kicker Jason Medlock started things off for Winnipeg at 3:48 in the first quarter with a 43-yard field goal.

The Bombers thought they had their first touchdown on Kevin Fogg's 72-yard runback early in the second but an illegal block from Bomber defensive end Shayon Green, well behind the play, got it called back.

Wide receiver Rory Kohlert erased the pain a few minutes later with a 20-yard catch that put the Bombers ahead 10-0.

Later in the half, Reilly finally connected with a 60-yard throw to Adarius Bowman that set up what looked like an 11-yard touchdown throw to Cory Watson, only to have it called back on a penalty.

Edmonton also gambled on a third and seven and lost, turning the ball over just inside Winnipeg territory, but the Bombers did nothing with the opportunity.

The Eskimos had to settle for a 23-yard field goal from Sean Whyte at the 11:15 mark to make it 10-3 but less than two minutes later Medlock kicked a 38-yarder to make it 13-3.

As the half ended the Eskimos were faced with a third-and-goal option and this time Reilly connected with a two-yard throw to Watson to narrow the gap to 13-10 with seconds on the clock.

The game seemed to settle down in the second half until O'Shea challenged a call the officials ruled wasn't challengeable, moving the ball 10 yards closer for Whyte's 29-yard field goal to tie the game 13-13 at 9:48 of the third.

A few plays later, an Eskimos fumble recovered by defensive tackle Jake Thomas handed the ball to Winnipeg deep in Edmonton territory, only to have Willy throw an interception.

Reilly threw what looked like an interception on Edmonton's possession, although the officials ruled defensive back Julian Posey was out of bounds. O'Shea won this challenge and the Bombers took over again with just over a minute left in the third on Edmonton's 23-yard line.

The Bombers settled for a 29-yard field goal to take the lead again as the quarter ended, but then Reilly connected with Dorrel Walker just 29 seconds into the fourth for a 73-yard touchdown to move ahead 20-16.