FRANKFORT, Ky. -- Jalita Fason waited until the final second of the shot clock to bury a game-winning three to help fifth-seeded Cumberland (Tenn.) upset No. 4-seed University of Pikeville 59-56 on Thursday in the first round of the Mid-South Conference Women's Basketball Tournament in the Frankfort Convention Center.

There was still about three seconds left for UPIKE after the make, but time expired before Kelah Eldridge could get a shot off just past half court. For Fason, it was just her third made 3-pointer of the season and it couldn't have come at a better time for the Bulldogs.

Cumberland advances to Friday's semifinals where it will take on top-seeded Campbellsville.

UPIKE's Khalilah Quigley led all scorers with 20 points and pulled down 12 rebounds. Kandice Porter also had a double-double of 15 points and 11 boards, while Aundrea Matchen was the only other Bear in double figures with 11 points.

Fason paced Cumberland (16-11) with 18 points and Terra Pryor chipped in with 13. The Bulldogs outshot the Bears from the field 42.6 to 29 percent, while UPIKE was better on the glass at 49-36 and went 16 of 24 from the free-throw line, compared to 4 of 8 for Cumberland.

After both teams played it close over the first five minutes, Eldridge buried a deep three to put UPIKE in front with the first separation of the game at 10-6. Over the next three minutes it was all Bulldogs as they used a 6-0 run to lead by two.

It was the 13-minute mark when Cumberland took the 12-10 lead and just eight total points were scored over the next four minutes as things were knotted up at 16. The lid was lifted a bit after that as Quigley and Matchen dropped back-to-back threes to give UPIKE a 22-20 lead.

With 5:33 left in the first half, the Bears (23-8) were shooting just 33.3 percent (7-21) from the field, but made up for the poor showing by knocking down all seven of their free-throw attempts. The hot shooting at the stripe kept things tied 24 as the Bulldogs were 5 of 9 from the line at that point.

Trailing 26-24 late in the first half, Quigley was sent to the line where she went 1-for-2, missing the Bears' first freebie of the day. This miss allowed Tamera Giles to put the Bulldogs up by three with a fast-break layup, their largest lead yet.

UPIKE outscored Cumberland 4-2 the rest of the half to bring the halftime deficit to a single point at 30-29.

The second half couldn't have started worse for the Bears as they watched the first six points go the other way to trail by seven. A 5-0 run for UPIKE helped things not get out of hand, but just as quickly two threes dropped for the Bulldogs and it was a 42-34 game.

Cumberland's lead stayed between 7 and 9 points for several minutes. UPIKE eventually started to make its move with 12:19 to play as it went on a 7-0 run finished off with a coast-to-coast layup by Castle to get within two.

After the Bulldogs' Fason made just one shot at the line, it was Matchen completing the fast-break layup to cut the deficit to one. Then a minute later Quigley buried a three and suddenly the Bears had a lead for the first time since being up 24-22 in the first half at 52-50.

The lead was short lived though as Brittany Lawson and Fason made shots for a 4-0 burst to flip the lead back to the Bulldogs before Matchen finished off a floater on the fast break to tie things back up at 54.

Fason started her late-game heroics with a jumper to give her team a 56-54 lead before Porter came through with a huge offensive rebound and put back to tie things up for the last time.

With under a minute to play Jamie Castle got a good look at a corner three, but it missed the mark and the ball went Cumberland's way after a loose ball rolled out of bounds. With only three seconds between the game and shot clock the Bulldogs decided to hold for the last shot.

Fason's game winner came at the very last second it could go up as the clock expired as it left her hands and went through the net.