Riley Ferguson threw for 398 yards and six touchdown passes, and Jacobi Francis broke up a fourth-down pass in the closing seconds to lead Memphis to a 48-45 win over No. 25 UCLA on Saturday.
Francis' breakup with 56 seconds left prevented another fourth-quarter comeback by Bruins quarterback Josh Rosen, who finished the game with 463 yards on 34 of 56 throws and four TD passes.
But unlike in the Bruins' opener when Rosen engineered a fourth-quarter comeback to defeat Texas A&M, the Memphis defense stiffened on UCLA's final possession, sending the Bruins (2-1) to their first loss of the season.
For all of the hype about Rosen, considered one of the top quarterbacks in the country, Ferguson matched his counterpart, completing 23 of 38 passes for Memphis (2-0), and his connections with wide receiver Anthony Miller meant the difference. Miller caught nine passes for 185 yards and a pair of touchdowns.
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UCLA had taken a 45-41 lead early in the fourth quarter on a 22-yard pass from Rosen to Austin Roberts with 11:51 left.
But Memphis answered with a 4-play, 81-yard drive, the final 3 coming on a pass from Ferguson to Phil Mayhue with 9:56 left to go ahead.
From there, it was up to the Tigers' defense, which was capped by Francis' knock-away, sending the Memphis fans into celebration mode, after the Tigers defeated their third ranked opponent in each of the last three seasons.
Rosen, who had not thrown an interception in the first two games, threw two picks, one of which was returned 60 yards for a touchdown by Memphis linebacker Tim Hart in the third quarter. His other interception stalled a UCLA drive deep in Memphis territory with just under 7 minutes left.