The Rose Bowl fell into a stunned silence when Memphis safety Fritz Etienne returned an interception for a tying touchdown with 13:44 to play, giving No. 11 UCLA more that it possibly could have expected from its home opener against an opponent that went 3-9 last season.
The only people not surprised were the Tigers and their small section of fans in attendance, having nearly upset UCF and Louisville last season.
But they were left waiting for a breakthrough win against a marquee opponent once again.
Brett Hundley passed for 396 yards and three touchdowns, Paul Perkins rushed for two scores and UCLA survived a fourth-quarter scare for a 42-35 victory over Memphis on Saturday night.
"We got a score there, we got an interception, and the game was on," Memphis coach Justin Fuente said. "Credit for UCLA to responding to that and going down to score. We just couldn't get it down there again. They are so good up front on defense that it makes life so hard for you. They are just so athletic and big. It makes life rough."
Thomas Duarte caught two TD passes and linebacker Myles Jack rushed for his first score of the season for the Bruins (2-0), who barely held off the underdog Tigers (1-1) despite 540 yards of total offense.
Etienne romped 17 yards for the tying score moments after Doroland Dorceus' 40-yard TD run.
But Hundley kept his teammates calm in the ensuing huddle, and Duarte caught a 33-yard TD pass with 10:52 left. The Bruins' defense made three late stops to secure their fourth straight win in a home opener.
Paxton Lynch passed for a career-high 305 yards and rushed for a score for Memphis in the schools' first meeting, scoring the most points in program history against an opponent ranked in the top 11.
Brandon Hayes caught a TD pass and Sam Craft rushed for a score for the Tigers, who have scored 98 points in their first two games this season.
"If you judged them off what they showed today, I think it would be pretty easy to say they are a tough group that kept playing hard," Fuente said. "We came here to try and win the football game, not just participate and look at the stadium or be in awe of the uniforms, but to go play. I'm proud of that. I wish we played a little bit better."
Kenneth Walker III caught an early 62-yard TD pass as the Bruins' offense bounced back from a weak effort in their closer-than-expected 28-20 victory at Virginia last week, which included just one offensive touchdown.
The Bruins had little trouble scoring at the Rose Bowl, but their defense struggled against the Memphis offense led by Lynch, racking up 469 yards.
"We stick together," said Dorceus, who rushed for 86 yards. "We are going to keep fighting and keep fighting and keep fighting. It's a Memphis grind, that's what it is."
Jack, the Bruins' two-way star, saw action at running back for the first time this season, and he scored on a bruising 4-yard rush in the third quarter. The sophomore linebacker was the Pac-12's offensive and defensive newcomer of the year last season.
Perkins rushed for a 17-yard score on UCLA's second drive, but the Tigers answered with a scoring run up the middle by Lynch. Hundley threw a picture-perfect pass to Walker for another score, but Craft put Memphis back ahead after another fast-paced drive.
Duarte and Perkins scored on back-to-back drives, but Hayes caught an 18-yard TD pass to cap an 85-yard drive in just 1:34, cutting UCLA's halftime lead to 28-21.
After Duarte's go-ahead score, UCLA sniffed out a Memphis fake punt and returned it for a score — but it was waved off on a personal foul behind the play.
Defensive end Martin Ifedi did not play because of a leg injury, ending a streak of 22 consecutive starts for Memphis. Even without him, the Memphis defense sacked Hundley four times, with linebacker Tank Jakes accounting for two takedowns among his career-high four tackles for loss.