Glasco Martin IV led a potent Baylor rushing attack with 98 yards and three touchdowns on 21 carries as the Bears captured the Bridgepoint Education Holiday Bowl with a 49-26 victory over No. 17 UCLA at Qualcomm Stadium.
Lache Seastrunk added 16 totes for 138 yards and a touchdown for Baylor (8-5), which racked up 306 total yards on the ground en route to ending its season with a four-game win streak.
Nick Florence completed 10-of-13 passes for 188 yards and a pair of touchdowns while adding 37 yards and a score on 18 carries in the win.
"I thought we had a good game plan coming in and we knew if we could establish the run it would open up a lot of things, and we did that," Florence said.
Brett Hundley threw for 329 yards and three touchdowns on 26-of-50 efficiency for the Bruins (9-5), who dropped their final three games of the season.
Hundley was also sacked six times by a Baylor defense that had registered just 13 sacks entering the game.
Jerry Johnson paced all receivers with 116 yards on five catches, while Shaquelle Evans, Joseph Fauria and Logan Sweet each hauled in touchdowns in a losing effort.
"We have got a long way to go to become the team that we want to be because the team that we want to be is a national champion. Tonight showed us just how far we have to go, but we're determined to get there," UCLA coach Jim Mora said.
Baylor took over on offense at its own 47-yard line after the teams traded punts on the first two possessions of the game, and Martin broke off runs of 14 and eight yards before capping the 6-play march with a 4-yard rush across the goal line to give the Bears a lead they would not relinquish.
Steven Manfro returned the ensuing kickoff 51 yards to set the Bruins up at the Baylor 49, but they were quickly forced to punt.
Florence then found Terrance Williams deep down the left sideline for a 48- yard gain to move Baylor deep inside UCLA territory and set up Antwan Goodley's 8-yard touchdown grab on a fade towards the right corner, handing the Bears a 14-0 lead with 4:22 left in the first quarter.
The Bruins started their first drive of the second quarter at the Baylor 45 after the Bears were forced to punt from deep inside their own territory, but UCLA again could not capitalize on the favorable field position as Hundley completed a 9-yard pass to Fauria on a 4th-and-18 at the Baylor 33 to turn the ball over on downs.
After Florence reeled off a 17-yard gain on a scramble two plays later, he finished off a 5-play, 76-yard scoring drive with a 55-yard strike to Tevin Reese down the right sideline to pull Baylor further away.
UCLA was able to get on the board later in the second quarter thanks to a turnover as a Jordan Najvar fumble was recovered by the Bruins at the Baylor 21. Hundley connected with Fauria on a 22-yard touchdown pass over the middle two plays later to make it a 21-7 game with 6:21 remaining in the half.
Baylor, however, responded with a 7-play, 75-yard march aided by a 15-yard personal foul penalty on UCLA's Dalton Hilliard before Martin ripped off a 26- yard touchdown run off the right side.
Seastrunk's 43-yard score on a rush up the middle with less than two minutes left in the second quarter added to the Bears' lead before UCLA converted a pair of fourth downs, including one on a fake punt, during a 14-play, 53-yard trek that Ka'imi Fairbairn capped with a 30-yard field goal to make it a 35-10 game at the break.
The Bruins failed to convert a 4th-and-9 at the Baylor 48-yard line on the opening possession of the third quarter, but they were able to cut into their deficit on their next touch with a 40-yard kick by Fairbairn.
A 43-yard punt return by Evans set UCLA up at the Baylor 42 on its next offensive drive, but four straight incomplete passes by Hundley gave the ball right back to Baylor.
Seastrunk and Martin then ripped off runs of 39 and 12 yards, respectively, during a 7-play drive consisting entirely of runs before Martin punch the ball across the goal line from a yard out on fourth down for a 42-13 Baylor advantage with 1:52 left in the third quarter.
A Martin fumble early in the fourth quarter set up a 24-yard touchdown grab by Evans to make it a 42-19 game after a failed two-point conversion attempt.
Florence recorded a 1-yard touchdown on a sneak up the middle with 7:46 left before Sweet capped the scoring on the final play of the game with a 34-yard touchdown catch.
It was the first-ever meeting between the teams ... Baylor was appearing in its third straight bowl game for the 1st time in school history. The Bears won the Alamo Bowl, 67-56, over Washington last season after falling to Illinois, 38-14, in the Texas Bowl in 2010 ... Baylor improved to 10-9 all-time in bowl games, while UCLA fell to 14-17-1 ... UCLA totaled just 33 rushing yards in the game and was outgained, 494-362.