Arizona and No. 10 Southern California have two of college football's most potent offenses. Their quarterbacks can throw balls through holes the size of a dog door from 40 yards away.

Sneeze and you might miss one of the playmaking receivers or running backs peel off a big play.

These teams put on an offensive show in Los Angeles last season and there's no reason to think they won't do it again Saturday in the desert.

"They're a great team that can put up a lot of points," USC receiver Robert Woods said. "We've got to match them and then stop them on the defensive side. That's the only way we're going to win."

Last year's game was one those that had fans asking the next morning: Did you see that?

Playing without much resistance from either defense, the Trojans and Wildcats traded big plays and touchdowns all afternoon at the Coliseum.

Arizona's Nick Foles threw for 425 yards and four touchdowns, while Ka'Deem Carey accounted for three scores for the Wildcats, who had 554 yards of offense.

USC's Matt Barkley set a school record with 468 yards passing and threw for four touchdowns. Woods had 14 catches for 255 yards and two scores. The Trojans racked up 582 yards and made just enough plays to pull out a 48-41 win.

Barkley, Woods and Marqise Lee, who had eight catches for 144 yards and a TD in last year's game, are back.

Carey returns for Arizona, but the Wildcats (4-3, 1-3 Pac-12) have a new coach and a new quarterback.

Little else has changed.

Behind coach Rich Rodriguez's snap-it-quick offense, the Wildcats are fifth nationally with 548 total yards per game and have eclipsed 50 points, including last week with a 52-17 win over Washington, three times this season, which hasn't happened since 1954.

Matt Scott has made the most of his chance after playing behind Foles the previous two seasons, ranking fourth nationally both in total yards (374.3 per game) and passing yards (336.4). The fifth-year senior has thrown for 17 touchdowns and his two primary targets, Austin Hill and Dan Buckner, have combined for 88 receptions and 1,277 yards.

Unlike last season, when Arizona had to rely almost exclusively on Foles, the Wildcats have developed a solid ground game behind the hard-running Carey, who has 842 yards rushing and 12 touchdowns.

"I think it's amazing what they've done in one year," USC coach Lane Kiffin said. "It speaks to Rich Rod and his system. The quarterback is a great player, the running back is a great player and the two wideouts look like they've been there for years."

Barkley has been around for years.

He surprised nearly everyone at the end of last season by opting to forgo the NFL draft and return to USC (6-1, 4-1) for his senior season.

Barkley may have knocked himself out of the running for the Heisman Trophy with a couple of so-so games, but is still one of the best quarterbacks in the country. He proved that last week against Colorado, throwing for 298 yards and matching his own school record with six touchdown passes in the 50-6 rout.

Barkley also set a Pac-12 record for completion percentage by hitting 19 of 20 passes and became the conference's all-time leader in touchdown passes with 102, breaking former Trojans quarterback Matt Leinart's mark of 99.

"I think he's everything that is right about college athletics and college football," Rodriguez said. "To me, he should be one of the leading contenders for the Heisman. He's one of the best players in the history of the Pac-12. He looks like a tremendous leader. From what I hear about him, he's everything you'd want all your players to emulate."

He also has an advantage against the Wildcats.

Barkley has won two of his three meetings with Arizona and has two of the nation's most dynamic receivers to throw to.

Lee is having a superb sophomore season in Southern Cal, leading the Pac-12 with 60 receptions and 784 yards, with nine touchdowns. Woods has 44 catches for 492 yards and nine touchdowns.

Try to stop one and the other will beat you.

That doesn't bode well for Arizona.

The Wildcats may be prolific on offense, but are thin on defense and have had trouble stopping passing teams. Arizona is 111th out of 120 teams against the pass, allowing 291 yards per game, and hasn't faced anyone the caliber of Woods and Lee.

"The margin for error is very thin," Rodriguez said.

So could the margin in the game. Though USC has dominated the series, winning five straight in Tucson and nine of 10 overall, the games are usually close, with the last five decided by a touchdown or less.

With these offenses, it could be a matter of who gets the ball last.