The Saints took an early lead on through Armstrong's powerful finish, but a two-minute double from Rashford and Martial turned the game on its head.
Rashford profited from good work from Martial to sidefoot hard into the bottom corner, before the Frenchman drifted in from the left to fire a stunner past McCarthy.
Rashford had already had one ruled out for offside and was denied another by a brilliant Bertrand block in the second half.
Williams went off with a head injury after 90 minutes and United couldn't hold on, substitute Obafemi turning home Bednarek's flick-on from a corner in the 96th minute.
Manchester United looked to be going third until that late drama, but they'll have to settle for fifth place with three games to go.
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