ARKADELPHIA, Ark. -- Twelfth-ranked St. Cloud State has advanced to the second round of the Division II playoffs thanks to a 40-35 upset win over No. 4 Henderson State on Saturday afternoon at Carpenter-Haygood Stadium.

The win gives the Huskies (11-1) the first 11-win season in school history. Henderson State finishes the 2013 season with an 11-1 record.

St. Cloud State, the No. 6 seed in Super Region 3, will face the No. 2 seed and the No. 1 team in the country, Minnesota State-Mankato (11-0), next Saturday. All three Northern Sun Intercollegiate teams remain in the hunt as Minnesota-Duluth also advanced with a win against Emporia State, 55-13.

St. Cloud State senior running back Michael Walker rushed for two touchdowns and threw for a third to lead the Huskies. Walker rushed 14 times for 76 yards and scored on runs of 1 and 40 yards. He completed a 47-yard pass attempt to senior receiver Dan Brown to give the Huskies a 40-28 lead with 7:16 left in the game.

Senior quarterback and Harlon Hill candidate Phillip Klaphake completed 21 of 36 passes for 263 yards and one touchdown, and was intercepted once. He also rushed for 39 yards and one touchdown.

"Our seniors have made a great commitment to our program and together you become a team that makes it to playoffs and win a playoff game," said head coach Scott Underwood following the 51st win of his Husky career.

Senior receiver Chad Peterson caught a career-high eight passes for a season-high 81 yards. Brown finished the game with three catches for 92 yards and one touchdown.

The Husky defense forced four fumbles, recovered two and intercepted two passes. Senior linebacker Todd Bestgen had a career-high 11 tackles in the game, including one sack and two quarterback hurries. Seniors Eric Poggenburg and Marvin Matthews each had an interception in the game. Poggenburg and fellow seniors Miky Woods and Tate Christopherson each had nine tackles.

"We started off 5-0 this year," Matthews said. "We had one slip up this year but other than that we've been playing overly well. So now our goal is to go 5-0 in the postseason and I know we can do it."

Henderson State junior quarterback and Harlon Hill candidate Kevin Rodgers led the high-octane Reddies offense. Rodgers, the Great American Conference Offensive Player of the Year for the second year in a row, completed 41 of 54 passes for 567 yards and four touchdowns. Rodgers averages 378.0 yards passing per game and completed the season with 40 touchdown passes. He has thrown for more than 4,200 yads this season. His main targets included Darius Davis, who caught 10 passes for 213 yards and two touchdowns. Dustin Holland had nine catches and Israel Valentin had seven catches for 138 yards.

Keaton Stigger, the conference defensive player of the year and the leading tackler in the GAC, led all players with 16 tackles, including 12 solo stops.

The Reddies rolled up 619 yards of total offense while the Huskies tallied 477 yards. The Huskies led 27-14 at halftime. After the Huskies fumbled on their opening drive of the second half, Henderson State scored on a 7-yard pass play to to close within a touchdown 27-21 at the 12:43 mark of the third quarter. The Huskies and Reddies exchanged touchdowns and Henderson State scored with 3:59 left in the fourth quarter on a 5-yard pass play to draw to 40-35 on a nine-play, 75-yard drive. The Huskies took over and were able to gain three first downs to use up the clock but were stopped on a third-and-10 by Stigger and forced to punt. Henderson State attempted two passes in the final 12 seconds and both fell incomplete.

St. Cloud State advances to the second round of the NCAA playoffs for the third time in school history. This will be the first NCAA postseason game between the Huskies and Minnesota State-Mankato. The two teams have played against each other in 77 games since the 1923 season.  The last matchup was in 2012 and resulted in a 25-21 MSU-Mankato win at Husky Stadium.