BOWLING GREEN, Ky. - Western Kentucky took its only lead of the game with 35 seconds remaining on a 14-yard touchdown pass from Justin Haddix to Jake Gaebler to steal a 38-35 victory from Western Illinois.

"This is my 335th college football game and I've never felt like this after a game," Leatherneck head coach Don Patterson said. "It's such an odd feeling to dominate on one side of the ball and lose like we did."

A fourth-down stop by the Leatherneck defense helped establish a 21-7 Leatherneck lead in the second quarter of a game in which neither team punted nor had a turnover. The Leathernecks (3-2, 0-1 Gateway) had a 21-10 halftime advantage but never could stretch their lead to more than 11 points. The two teams traded touchdowns in the third quarter until the Leathernecks took possession with 12:20 to go. They controlled the ball for nearly nine minutes, converting three third-down opportunities but failing to convert on third-and-10 at the 25-yard line when a pass to Marco Thomas was incomplete in the end zone. The ensuing 42-yard field goal attempt missed just inches right and the Hilltoppers responded with the game-winning drive that covered 75 yards on eight plays in 2:53.

"That was such an extraordinary set of circumstances on our last drive," Patterson said. "If you would have told me that Marco Thomas would drop a touchdown pass and Taylor Rowan would miss a field goal on the next play I would say there's no way both those things would happen. If either one of those doesn't happen then we have a different outcome."

The Leathernecks had three first-half possessions and reached the end zone on all three, with drives of 80, 85 and 45 yards. They also had three drives in the second half, scoring touchdowns on drives of 63 and 78 yards before coming up short on the 16-play, 67-yard drive that took 8:52 off the clock.

The Hilltoppers, meanwhile, matched the Leathernecks by scoring on their first and only drive in the first quarter, covering 69 yards on 15 plays. They were held to a field goal on two second-quarter drives, but reached the end zone on all four second-half attempts, which averaged 6.5 plays and 71.5 yards.

"The fans got their money's worth, said Patterson. "It was like watching a tennis match."

Western Illinois' Herb Donaldson rushed 21 times for 144 yards and three touchdowns in his third straight 100-yard game. Steve LaFalce completed 16 of 20 passes for 200 yards and a touchdown as he became the fourth quarterback in school history to pass for 5,000 yards in a career.

"We'll recover fine," Patterson concluded. "It's hard to digest but we'll put it behind us and the pain will be motivating. Our fate is still in our hands and this team has the potential to get things done."