Arlington, TX (SportsNetwork.com) - Trailing 41-21 entering the fourth quarter, No. 7 Michigan State scored three consecutive touchdowns to complete an improbable comeback and beat No. 4 Baylor 42-41 in the Cotton Bowl.

Despite throwing two interceptions, including a crucial one in the final quarter, Connor Cook led Michigan State's comeback with 314 yards and two touchdown passes, both in the fourth quarter, on 24-of-42 passing.

Trailing 41-35 with just over a minute remaining in the game, the Spartans (11-2) blocked a field goal to give their offense one more shot. Cook connected with Tony Lippett on a 17-yard pass to convert a fourth down with the game on the line, and his 3rd-and-goal pass was caught for the winning touchdown by Keith Mumphery, who led MSU with 87 receiving yards.

Michigan State ran the ball very effectively, getting 162 yards and three touchdowns on 27 carries from Jeremy Langford.

The two teams combined for Cotton Bowl records in points scored and total yards with 1,135.

"Fourth game in a row we were behind in a bowl game at halftime. ... This one was the toughest probably of those," said Spartans coach Mark Dantonio. "We have to credit our football team. We just keep finding a way."

Bryce Petty set a Cotton Bowl record with 550 yards passing for the Bears (11-2). He completed 36-of-51 passes for three touchdowns and an interception as the clock ran down to end the game.

Baylor was unable to run the ball, which made it difficult to wear down the clock. The Bears finished with minus-20 rushing yards as a team, and Shock Linwood only totaled 26 yards on 11 carries.

KD Cannon grabbed eight passes for 197 yards and two touchdowns, and Corey Coleman added 150 yards and a touchdown on seven receptions.

"I'm proud of our football team," said Baylor coach Art Briles. "Any time you put so much into something for so long, like we do, like our players do, it certainly is unpleasant when the outcome is a reality like what happened today.

"I feel like we had a really good opportunity to come out of here victoriously and had a couple of unfortunate things that happened down the stretch that prevented us from winning."

After scoring on three consecutive possessions in the first half, it only took two plays for the Bears to pick up where they left off to start the second half. Linwood ran for two yards on first down, and Cannon stretched to grab Petty's pass with his fingertips on second down on a 74-yard catch-and-run touchdown.

Meanwhile, the Spartans offense continued to stall with another three-and-out on their first possession of the half, and Baylor drove right down the field again. On first down from the Michigan State 24-yard line, Petty nearly hit Antwan Goodley in the end zone for another touchdown, but Lippett, a two-way player, broke up the pass. Chris Callahan kicked a 46-yard field goal to give Baylor a 34-14 lead and cap a 27-0 Baylor run.

The Spartans finally responded with a 9-play, 63-yard touchdown drive to get back in the game. After Lippett gained 19 yards on a reverse, Langford carried the ball on three straight plays to punch the ball into the end zone.

A sack and near-fumble recovery on first down looked to continue the Michigan State momentum, but Petty came right back with a 45-yard pass to Cannon to move the chains. Just five plays later, Petty found LaQuan McGowan, a backup offensive lineman checking in at 6-foot-7 and 390 pounds eligible to receive a pass, open over the middle for an 18-yard touchdown.

Michigan State was once again able to drive right down the field by running the ball effectively. The drive ended when Cook's pass to the corner of the end zone was tipped in the air and then intercepted by Alfred Pullom to give Baylor the ball back.

The Spartans got a much-needed stop when Callahan missed the 46-yard field goal.

MSU's offense seized the momentum, and Cook hit Mumphery for a 50-yard gain on first down. Just four plays later, Cook found Josiah Price in the end zone for an 8-yard score to cut Michigan State's deficit to 41-28.

The Spartans recovered an unexpected onside kick, but after Cook's 39-yard pass to Aaron Burbridge, he was under pressure the following play and shoveled the ball directly to a defender for his second turnover of the game. Taylor Young appeared to return it for another Bears touchdown, but it was negated by a block-in-the-back penalty.

A failed 4th-down attempt outside field goal-territory by Baylor granted a reprieve to Michigan State, and the Spartans took advantage. Their offense covered 60 yards in nine plays, capped by a 1-yard Langford plunge. Cook appeared to score on the preceding play, but replay showed he was down before the ball crossed the line.

With the ball back and 4:55 remaining, Baylor had to try and drain some clock. It looked like it would be able to do more than that when Petty's 26-yard pass to Coleman moved the ball inside the MSU 10-yard line. However, Coleman was called for a facemask penalty at the end of his reception which moved the ball 15 yards back.

The Bears managed to use 10 plays to move 48 yards and use nearly four minutes, but the drive stalled. Callahan's 43-yard field goal attempt to put Baylor up by nine was blocked, and RJ Williamson returned the block to the MSU 45-yard line to give the Spartans a great opportunity.

Cook's first pass went to Mumphery for 18 yards, but he followed that with three straight incompletions. On fourth down, Cook found Lippett for 17 yards to get the Spartans to the Baylor 10-yard line with 30 seconds to go.

After two more Cook incompletions, Mumphery got inside position on a slant route, and Cook hit him in the end zone for the tying touchdown. Michael Geiger's extra point gave the Spartans their first lead since they led 14-7 in the first quarter.

Baylor had 17 seconds to get back into field goal range to win the game, but Petty was sacked on first and second down, burning 10 seconds of clock and two of Baylor's timeouts. On third down, Riley Bullough jumped in front of a short pass to intercept Petty and end the game.

On the third play from scrimmage to start the game, it was Michigan State's offense jumping out to a great start, not Baylor's notorious quick-strike attack. Langford ran 65 yards untouched until he was finally hauled down at the Baylor 1-yard line. After two unsuccessful attempts to cross the goal- line, the Spartans went back to Langford for a 2-yard score to go up 7-0 after one possession.

Baylor's fast-paced offense did not take long to respond. Levi Norwood appeared to lose a fumble after an 11-yard catch, but it was shown his knee was down before he lost the ball. On the next play, Petty connected with Cannon for a 49-yard score to even the game.

R.J. Shelton returned the ensuing kickoff to the MSU 40 to set up the Spartans with good field position. Cook's 24-yard pass on first down started the drive, and Shelton finished it with an 11-yard run to put Michigan State back on top.

Each defense then forced a three-and-out. The Spartans caused Petty to throw three incompletions, and Shawn Oakman sacked Cook on 3rd-and-12 the following drive to send the MSU offense back to the sideline.

The Bears got their offense back on track next time out with a trick play. Petty threw a backward pass to receiver Jay Lee, and Lee then hit Coleman in stride for a 53-yard tying touchdown.

Michigan State moved into field goal range on its following possession, but Cook's fumble cost them six yards on 3rd-and-10. The Spartans lined up for the 50-yard field goal attempt but instead of kicking, the kicker Geiger took a pitch from the holder and was tackled four yards short of the line to gain.

Spartans mistakes aided Baylor on a possession that put the Bears back in front. On 4th-and-3, a holding penalty on Mylan Hicks extended the drive, and a roughing the pass on Malik McDowell the following play moved Baylor even closer. Goodley was stopped at the 1-yard line on second down, but Petty was able to sneak it into the end zone the following play.

Baylor's next possession stalled deep in the red zone after an illegal man downfield penalty, and the Bears had to settle for a 25-yard field goal from Callahan to move ahead 24-14.

Michigan State was looking for another score to end the half but could not come through. On 4th-and-2 at the Baylor 37-yard line, Cook was under pressure and threw a wild pass toward Langford that fell incomplete.

Baylor was unable to move the ball with 16 seconds remaining in the first half and went to the locker room with a 24-14 lead.

Game Notes

Michigan State won its first Cotton Bowl appearance, and Baylor fell to 0-3 ... The Spartans now own a 2-0 lead over the Bears in the all-time series ... Baylor lost a 21-game winning streak on games played in Texas and a 30-game winning streak when leading at the half... Oakman set Baylor's single-season sack record with 11 ... Michigan State was the national leader in time of possession and held the ball for 36:42 against Baylor ... Langford ran for at least 100 yards in his 10th straight game ... The Spartans improved to 11-14 with four straight wins in their bowl history while the Bears fell to 10-11 ... Michigan State defensive coordinator Pat Narduzzi coached in his last game before taking the head coaching job at Pittsburgh ... Baylor offensive coordinator Kendal Briles, son of Art Briles, coached his first game as offensive coordinator after former OC Phil Montgomery took the head coach position at Tulsa.