The potential UCLA nightmare turned into reality.
While the Tigers struggled on defense for most of the game giving up 45 points and 633 yards to the Bruins, they forced Josh Rosen into two interceptions including a 60-yard pick six for former MUS star Tim Hart.
With the game kicking off around 9 a.m. PT, UCLA appeared to be asleep early, as Memphis' first play was an 80-yard run by Darrell Henderson, leading to a quick touchdown.
A slow first quarter, in which each team scored just once, gave way to a wild final three periods, with the Bruins and Tigers trading score after score. Ferguson tossed touchdown passes of 47, 42 and 33 yards in that second quarter.
UCLA picked up 20 yards on third and 25 when Rosen connected with Jalen Starks before his fourth-down pass intended for Darren Andrews was broken up.
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Rosen, considered one of the top quarterbacks in the country, was 34 of 56 for 463 yards and four touchdowns for the Bruins (2-1).
The shorthanded Bruins defense gave up 560 yards, with Memphis receiver Anthony Miller catching nine passes for 185 yards and two touchdowns. Andrews finished with 10 catches for 175 yards and a touchdown. Memphis quarterback Riley Ferguson was 23 for 38 passing with 398 yards and six touchdowns. Memphis' only other game was marred by bad weather, forcing the Tigers to lean on their running game in a win over Louisiana-Monroe. The Aggies will be looking to bounce back quickly after Sunday's devastating loss and will face Nicholls in their home opener Saturday.
ABOUT UCLA (2-0): The Bruins also were missing two key offensive players in their win against Hawaii, and coach Jim Mora said running back Soso Jamabo and wide receiver Jordan Lasley would work to get back this week, but there were no guarantees.
But while losing to an American Athletic Conference team is always going to be tough to take for a team like UCLA - particularly after a 4-8 season in 2016 - this was no massive upset.
Mike Norvell knew it was a tall order, but the Memphis coach never doubted his team.