ORONO — Two steps forward. Three steps back.

That’s how University of Maine head coach Jack Cosgrove described his team’s stunning 24-21 loss to William & Mary Saturday night in the Black Bears’ Colonial Athletic Association conference-opener. 

It also applies to Maine’s star-crossed season so far.

Maine’s discipline broke down first. Its defense soon followed. Eventually, a 14-3 lead it carried midway into the fourth quarter vanished.

The end result was Michael Paulus’ 21-yard touchdown pass to Chase Hill with 20 seconds left that gave eighth-ranked William & Mary the dramatic victory and sent Maine reeling from its second home loss in as many games.

“I’ve experienced some tough losses here. This is as tough as it gets,” Cosgrove said.

“We have only ourselves to blame (for) a complete lack of discipline, which is a poor reflection on the head coach,” Cosgrove said. “In the second half, with the penalties (it) nullified any chance of us getting any type of continuity as a football team.”

Paulus, the brother of former Duke guard and Syracuse quarterback Greg Paulus, came off the bench to lead the Tribe on two fourth-quarter touchdown drives.

Maine, meanwhile, played without leading rusher Jared Turcotte, who was in Portland to be with his pregnant wife. Junior Pushaun Brown filled in admirably with 104 yards and two touchdowns on the ground, but the Bears drowned in their own mistakes in the second half.

It started with eight penalties for 105 yards in the second half alone (11-for-134 for the game). A Courtland Marriner TD run pulled William & Mary within four with 7:09 left. Just 23 seconds later, Dante Cook stepped in front of a Warren Smith pass intended for Derek Session and ran it back 50 yards for a touchdown that gave the Tribe their first lead, 17-14, with 6:46 to go.

“Sesh sat (in the zone), and I didn’t see the middle linebacker get over there,” said Smith (29-for-40, 257 yards, 1 TD, 1 INT). “I though we had had an easy completion, but he undercut it and picked it off. A good play on their part.”

Maine (1-3 overall, 0-1 in the CAA) caught a big break when someone on its punt coverage pushed a blocker into Tribe punt returner B.W. Webb, who had called for a fair catch. Webb muffed the catch and Derrick Johnson recovered at William & Mary’s 20 with 4:40 to go. Five plays later, Smith, found Desmond Randall wide open in the left flat for the score that put the Bears up, 21-17 with 2:46 left.

The Tribe started the winning drive at their own 30 and Paulus, a transfer from North Carolina, completed five-of-eight passes to march them to the winning score, which he fired between two Maine defenders to Hill in the end zone.

The second-half meltdown offset a dominant first half for the Black Bears. Maine marched from its own 21 to the Tribe’s 3 on its first series of the game. The Bears elected to go for it on 4th-and-1 from the 3 and handed it to Brown, who was swallowed up the left side of the Tribe defense and stopped for a loss.

The defense kept William & Mary hemmed in, forcing a three-and-out and a punt that set Maine up at the Tribes 46 to begin its second possession. The Bears drove again and this time, Brown pushed it in from the 2 to put them up 7-0 with 1:59 left in the first quarter.

David Miller’s 22-yard field goal pulled the Tribe to within 7-3 with 8:31 left in the second quarter, but the Tribe were forced to punt on their next possession.

Trevor Coston caught the kick at his own 10 and returned it all the way to Maine’s 45. After a Brown run for no gain, Smith completed five straight passes to get the Bears to the 8-yard line. Brown ran it in from there off left tackle with 2:04 left in the half for the 14-3 Maine lead.

Brown had all 17 of Maine’s rushes in the first half for 73 yards and both touchdowns.

“We had a great first half running the ball,” said Brown, who found out Turcotte would not be available when he arrived at the stadium at 1 p.m. “We’ve got to finish in the second half. We were still moving the ball but we just kept getting penalties that were setting us back.”

The Black Bear offense fizzled out in the second half, managing just one first down on each of its first five possessions, due in large part to the penalties.

“We had some of the dumbest penalties I’ve ever seen,” Smith said. “A coach can’t yell at you to fix that. You’ve got to understand the game, understand the consequences of it and make smarter decisions.”

William & Mary (3-1, 1-1) lifted starting QB Mike Callahan in favor of Paulus ((9-for16, 104 yards) with 10 minutes left in the game and he immediately led the Tribe on a 76-yard scoring drive. It was capped by a 10-yard TD run out of the “wildcat” formation by Terrence Riggins that cut into Maine’s lead, 14-10, with 7:09 left.

“I think (Paulus) threw the ball with confidence, that’s for sure,” Cosgrove said. “He had a fresh set of eyes. I thought Callahan’s eyes had gotten on the rush and he’d gotten rattled a little bit by our front.”