Arthur Buckingham reminded everyone why his nickname is "Big Catch Buck."

Playing in the most prominent stadium in all of Division II, and against one of the country's most prominent teams, Buckingham hauled in a pass from Jake Fenske and barreled his way through the North Alabama defense for the game-winning touchdown with 1:23 remaining.

Fenske tossed the ensuing two-point conversion pass to Jeken Frye, putting the Texans up 35-28. The defense made a quick four-down stand, and Texan freshman Blake Barnes hit his third field goal with 16 seconds left to finish off the 38-28 victory at Braly Municipal Stadium in Florence, Ala.

"This win against that team in this stadium; this game means everything to us," said third year Tarleton State head coach Cary Fowler of beating the Lions at the historic annual site of the Division II championship game. "It's the first time we've finished a game this strong against such a high quality opponent since I've been the head coach here."

It was the second straight win for the Texans (5-4), who aim for their ninth winning season in 10 years when they host Angelo State at 7 p.m. next Saturday. The loss ends North Alabama's (5-4) hopes of adding to its streak of eight straight playoff appearances.

It was the Texans' first win against a Gulf South Conference opponent - they were previously 0-3 - and North Alabama's first loss to a Lone Star Conference foe - they were previously 6-0. UNA had won 22 of its previous 23 non-conference games.

Fenske was 31-41 passing for 311 yards and Tarleton amassed 537 yards of offense. The fifth-year senior set a Tarleton record and tied an LSC mark when the Texans were backed up at their own one and he hit Cordell Valentine behind the secondary for a 99-yard touchdown that evened the score at 14-14 in the second quarter.

"I about blew out a hammy trying to chase him," said Fenske of watching Valentine pull away with the fourth 99-yard TD in LSC history. "Cordell's our fastest receiver; I know if I can get the ball out to him, he's going to make a play."

Valentine's TD touched off a string of 20 straight Tarleton points.

"The only thing I thought was 'Catch the ball and don't overthrow me,'" said Valentine. "We hadn't connected on a deep ball yet, and I knew if we connected it was going to be a touchdown."

Barnes' first field goal from 24 yards out made it 17-14 at halftime, and he began the second-half scoring with a 35-yard shot to make it 20-14. His field goal in the final minute was from 29 yards out.

On third and long after Barnes' third-quarter field goal, Rufus Johnson sacked North Alabama quarterback Luke Wingo and forced a fumble that was recovered by Tarleton's Patrick Bettiol at the Lions' 17.

The Texans were in the end zone two plays later when true freshman Zach Henshaw broke away for a 15-yard TD and a 27-14 lead.

UNA scored the first 14 points of the fourth, primarily because of Tarleton penalties. Johnson sacked Wingo but committed a facemask penalty to keep one drive alive, and Wingo later scored on a 19-yard run to make it 27-21.

Henshaw rushed for a first down on Tarleton's ensuing possession, but the big play was negated by a holding penalty and the Texans had to punt two plays later. That set up Wingo's second rushing score - a nine-yard burst - to put UNA ahead 28-27 with 4:37 to go.

The Texans, the most penalized team in the LSC this season, were flagged 11 times for 100 yards. North Alabama was also heavily penalized, drawing 10 flags for 98 yards.

Tarleton's game-winning drive covered 75 yards in 10 plays and 3:14. The Texans faced a crucial decision on fourth and five from the UNA 33 - try to convert, attempt a 50 yard field goal, or punt the ball to the Lions.

Fowler decided to go for it and Fenske rose to the occasion with an eight-yard pass to Clifton Rhodes, III. His game-winning strike to Buckingham came two plays later.

It was fitting for Buckingham to be the hero. He is a sixth-year senior who has battled injuries throughout a career that included making key catches for Tarleton's second-round playoff team back in 2009.

Fenske is 78-114 passing (68.4 percent) for 725 yards and eight touchdowns since taking over for injured starter Aaron Doyle in the third quarter against Texas A&M-Kingsville on Oct. 13. He hit eight different receivers Saturday, including Frye eight times for 48 yards, Rhodes six times for 48 yards and Buckingham five times for 46 yards. Valentine finished with 107 yards on just three catches.

Tarleton again had two 100-yard rushers. Vaughn Smith ran 19 times for 126 yards and Henshaw picked up 101 yards on 23 trips.

Matt Knicky and Devin Figures each made nine tackles for the Tarleton defense, while Johnson had six stops, a sack and 1.5 tackles for loss. Knicky also had a fumble recovery.

North Alabama had 435 yards of offense, led by Wingo's 15-26 passing for 187 yards and 61 yards on the ground. Chris Alexander gained 83 yards on just six carries and Tavarius Wilson made 16 tackles and intercepted a pass on defense.

Saturday's season finale is also Military Appreciation Night at Tarleton Memorial Stadium. The Texans will wear special-issue jerseys to mark the occasion, and veterans and active service and guard members will be admitted along with their families free of charge.

Follow Brad Keith on Twitter @etsports