STILLWATER, Okla. - Rashaun Woods and Josh Fields did it to Oklahoma again.

One year after ruining the Sooners' postseason plans with a late touchdown in Norman, Fields and Woods connected for three TDs as Oklahoma State upset No. 3 Oklahoma 38-28 on Saturday.

Woods had 12 catches for a school-record 226 yards, while Fields completed 18 of 27 passes for 357 yards and four touchdowns against the nation's ninth-ranked defense.

"We played our best opponent; we played our best football," Cowboys coach Les Miles said. "Considering all of our big wins this year, this was undoubtedly our best one."

The Cowboys (7-5, 5-3) beat Nebraska and Oklahoma in the same season for the first time. As the last seconds ticked off the clock, orange-clad Oklahoma State students and fans ran onto the field and tore down the goal posts.

In beating the Sooners for the fifth time in eight years, Oklahoma State enhanced its chances of going to its first bowl game since 1997. The Cowboys also never let Oklahoma take the lead, something no team had done against Bob Stoops in his first 49 games as Oklahoma's coach.

"We just wanted to prove that last year wasn't a fluke," said tight end Billy Bajema, who had a 58-yard catch on a second-quarter scoring drive. "It will improve our bowl destination, but that's not what we were thinking coming in. Playing Oklahoma was enough motivation."

Last year's 16-13 stunner by Oklahoma State cost Oklahoma a trip to the Big 12 title game, where a victory would have sent the Sooners to the national title game. Oklahoma (10-2, 6-2) came into this game with the South Division title sewn up, but the Sooners have no shot of playing for a national title.

"There are no excuses," Stoops said. "They did an excellent job all around - their coaches and players - and just beat us."

Oklahoma, which will play No. 13 Colorado for the Big 12 title next week in Houston, had no answer for Woods.

He caught TD passes of 41, 60 and 13 yards in the first half and had three catches on the Cowboys' first drive of the third quarter, when they took a 35-6 lead. Woods then had two more receptions on a clinching fourth-quarter drive that led to a field goal and a 38-21 lead.

"Their defensive backs are known for sitting on short passes," Woods said. "When they do that, they're susceptible to the double move."

The Cowboys set the tone for the game by driving 64 yards for a touchdown on their first possession. Mixing the pass and run, the Cowboys drove to the 30 before Seymore Shaw broke free. He fumbled at the 1, but receiver John Lewis picked it up and fell into the end zone for a touchdown.

Oklahoma State needed just two plays to make it 14-0. After a personal foul put the ball at the Oklahoma 41, Woods got behind cornerback Andre Woolfolk on a post pattern and was wide open when he caught Fields' perfect pass.

The Sooners used the final 6:35 of the first quarter to drive from their 17 to the Oklahoma State 1, where Kejuan Jones scored on the first play of the second quarter. The extra-point kick failed.

The Cowboys immediately seized the momentum back, going 71 yards in three plays for another touchdown - this one a 60-yard pass to Woods, who again burned Woolfolk.

Oklahoma State made it 28-6 on a 13-yard pass from Fields to Woods midway through the second quarter. The big play on the drive was the long completion to Bajema.

The Cowboys scored on their first drive of the third quarter, a 13-yard pass from Fields to tight end Charlie Johnson, to make it 35-6. Oklahoma came back with a 26-yard TD pass from Nate Hybl to Brandon Jones late in the third, and a 13-yarder from Hybl to Trent Smith early in the fourth to pull to 35-21.

Oklahoma State then sealed it with a 16-play drive that used up more than 7? minutes. Luke Phillips' 40-yard field goal gave the Cowboys a 38-21 lead with 4:09 left.

Oklahoma scored its final touchdown on a pass from Hybl to Trent Smith with 2:14 left, but couldn't recover the onside kick, and the Cowboys ran out the clock.

"We are on the rise," Woods said. "It's obvious now that we are a program on the rise."