For the first time in three weeks, the Milwaukee Mustangs were on the winning end of a game decided in the final seconds.

Kelvin Rodgers stopped Philadelphia Soul receiver Emery Sammons at the one-yard line as time ran out in a nail biter, ensuring a 64-63 upset road win for Milwaukee in Philly.

The Mustangs (3-4) took a 64-63 lead after they converted on a fourth down, two-yard touchdown pass from quarterback Gino Guidugli to receiver Josue Paul with just 44 seconds left in the game. The thrilling back-and-forth battle between East Division foes saw 15 lead changes.

Philadelphia (6-2) forged ahead 63-57 after fullback Derrick Ross scored on an eight-yard run with 1:24 remaining in the fourth quarter. That score followed a 45-yard scoring strike from Guidugli to Paul with 8:38 on the clock that put the Mustangs ahead 57-56.

Paul had a big night for the Mustangs. The receiver hauled in six passes for 141 yards and four touchdowns. Andrae Thurman also had a breakout game for Milwaukee. The former Green Bay Packer snagged four catches for 86 yards and three scores, the longest of which came on a 33-yard reception on Milwaukee's opening drive.

Guidugli threw eight touchdown passes and completed 13 of 21 passes.

Philadelphia outgained the Mustangs 411 yards to 281, but the Milwaukee defense forced three fumbles by the Soul, two of which were recovered by the Mustangs.

Milwaukee held a tenuous 29-28 lead at halftime, thanks to a 24-yard field goal by Joshua Smith as time expired in the second quarter.

Philadelphia went ahead 35-29 after a 30-yard touchdown pass from Dan Raudabaugh to Jeff Hughley early in the third quarter.

The Mustangs answered when Guidugli found Milwaukee-native Jared Jenkins in the end zone with 9:18 remaining in the third. From that point on, the two teams traded scores.