DENVER - Back and forth they go, only this time it was Midwestern State's turn. And this time was when it mattered most.

Third-seeded Midwestern (24-7) built a 16-point lead then held off a furious later charge by second-seeded Tarleton State (28-3) to win 74-68 and eliminate the Texans from the second round of the South Central Region Tournament and NCAA Division II Men's Championship at Auraria Event Center Sunday night.

The Mustangs reached their fourth Sweet 16 in five seasons, something Tarleton hasn't done since 2008. They did it with defense - holding the Texans below 70 points for the only time all season - and rebounding. MSU had 49 rebounds to 31 including 22 offensive boards to 11.

"We just wanted to keep getting stops and rebounds, that's is what this team is built on," said Midwestern coach Nelson Haggerty. "It was encouraging hear the guys in the timeouts telling each other to get stops, get stops, get stops and then get the big rebounds."

MSU's largest lead of 16 came on two occasions in the second half, the last at 54-38 with 11:44 remaining.

Tarleton rallied hard, trimming the deficit all the way to two on floater by Upchurch that made it 67-65 with 46.7 seconds remaining. It was the final points of Upchurch's Tarleton career. He led all scorers with 23, scoring more than 20 in each of his final five games.

Chuck Guy hit a leaner through Monzaigo Williams' fifth foul and added the ensuing free throw moments earlier, and Cam Adderly answered with a fast break layup behind Tarleton's press to make it 67-62. Guy then hit one of two free throws after attacking the basket and drawing another whistle, before Upchurch's big shot.

But MSU had an answer with Adderly driving to bank in another layup for a 69-65 Mustang lead, and Tarleton had to foul when MSU rebounded its miss at the other end. JaMichael Rivers grabbed the board and hit both free throws for a 71-65 advantage with just 10.8 seconds remaining.

Rivers led MSU with 16 points while Adderly added 12.

"We know them really well and they know us the same, so it's tough to play against them," Adderly said of the Texans. "Tarleton is a really good team, so hat's off to them."

Tashawn Mabry hit a 3-pointer for Tarleton, but Plummer was fouled with 4.4 seconds left for MSU. He missed the first free throw, but Tarleton was whistled for an administrative technical foul for having too many men on the court as the Texans were shuffling players in and out before the second attempt. Rivers hit the technical freebies before Plummer knocked down his second attempt to finalize the scoring.

Tarleton hit just 37.7 percent from the floor. The Texans did have four double-digit scorers including Upchurch, Guy and Mabry with 14 each and Andrews with 10 off the bench.

MSU shot only 37.5 percent, but all 11 Mustangs who played scored points. Williams scored 10 while Blackburn struggled to 1-9 shooting but still managed nine points and 11 boards.

Midwestern transformed a six-point halftime edge into the commanding advantage of 16 by playing air tight defense. Tarleton did not hit a field goal over the first seven minutes of the second half, and when Andrews finally connected on a runner with 12:27 left, it was 52-38.

Kevin Wagner made it 54-38 before Tarleton called a timeout then began to rally.

Andrews hit two free throws and Jon Cathey-Macklin was true on a put back to cut Tarleton's deficit to 12, and after another defensive stop, Andrews was fouled and hit another pair. Guy then scored on a pull up jumper from just inside the top of the key, and it was an 8-0 run to make it 54-46 with 8:35 still to go.

Tarleton finally pulled within six on a 3-pointer by Upchurch with 4:12 remaining. The teams then stalemated until a Rivers leaked out as MSU grabbed a long rebound, and finished with a breakaway dunk. Midwestern scored all 12 of the game's fast-break points.

Upchurch was fouled shooting a three and hit two of the free throws to cut it to 65-59, and Guy's three-point play brought Tarleton within three with 1:59 to go.

Midwestern dominated the backboards and hit five of its first six attempts from outside the arc to lead by as many 15 in the first half. Tarleton gained some momentum by scoring the last nine before the break, when it was 39-33 MSU.

It was 39-24 before Tarleton dominated the final two minutes of the half. Upchruch hit two runners and was fouled on the second, adding the free throw to cut it to 39-29. Guy drove hard and was fouled with 26 seconds left. He hit both, MSU turned it over, and Mabry connected twice from the stripe after being fouled away from the ball with 3.1 seconds remaining.

It's the third time in five years Midwestern has eliminated Tarleton from the NCAA Championship, and it was in the fourth meeting between the teams each time.

"It was two good teams going at it for the fourth time, and it wasn't a lot different than the other times. I guess last week was our turn in the conference tournament, and tonight was their night," said Tarleton coach Lonn Reisman. "I do think our kids deserve a lot of credit because they just fought and fought, and were able to get it down to a one possession game with a minute left."

The current clubs split their four battles this season, with each team scoring 297 points against the other. They have played 27 times going back 10 years, with MSU holding a 14-13 edge.

"It's a good rivalry. It's come down to us a lot," Reisman said. "It's always very intense, and it doesn't look like it will change any time soon."

Tarleton completed the season with a 90.3 win percentage, its best in 52 years as a senior college. The Texans fell one win short of tying their senior-college record of 29, set in 2002-03.

MSU plays No. 1 Metro State in the regional final.