Brett Hundley passed for 396 yards and three touchdowns, Paul Perkins rushed for two scores and No. 11 UCLA survived a fourth-quarter scare for a 42-35 victory over Memphis on Saturday night.

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.

Memphis safety Fritz Etienne returned an interception 17 yards for the tying score with 13:44 to play moments after Doroland Dorceus' 40-yard TD run, stunning a Rose Bowl crowd expecting an easy win.

But Duarte caught a 33-yard TD pass with 10:52 left, and the Bruins' defense made three late stops to secure their fourth straight win in a home opener.

Paxton Lynch passed for 305 yards and rushed for a score for Memphis in the schools' first meeting. The Tigers fell agonizingly short of upset victories over Louisville and UCF last season, and coach Justin Fuente nearly pulled off another stunner in his school's first trip to the Rose Bowl, scoring the most points in school 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.

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.

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.

Center Jake Brendel started for the Bruins after sitting out the opener, ending his streak of 27 consecutive starts. UCLA then lost starting safety Randall Goforth to a shoulder injury in the first half.