UCLA made strides in its first season under coach Jim Mora but again faltered down the stretch. Baylor showed it could win without Robert Griffin III, though it took until late in the season to prove the point.
After coming up short for the second straight year in their bid to reach the Rose Bowl, the 17th-ranked Bruins look to avoid their third straight 0-3 finish when they take on the surging Bears in the Holiday Bowl at San Diego on Thursday night.
Mora replaced Rick Neuheisel, who went 21-29 in four seasons and lost 49-31 to Oregon in the inaugural Pac-12 title game last December. UCLA went 5-4 in the Pac-12 South last year but was declared the division champion because Southern California was ineligible for the postseason.
A 20-14 loss to Illinois in the Fight Hunger Bowl capped a 6-8 season in 2011, and the Bruins turned to Mora - a former Atlanta Falcons and Seattle Seahawks head coach - to get the program back on track.
Mora led UCLA to a 9-2 start, including wins over ranked foes Nebraska, Arizona and USC, but the Bruins dropped their last two games - both to Stanford.
UCLA lost 35-17 on Nov. 24 and the Cardinal came away with a 27-24 win in the conference championship game the following week as Bruins freshman Ka'imi Fairbairn missed a 52-yard field-goal attempt in the closing minute.
"We need to mourn a little bit," Mora said. "We need to get over this one. We poured it out there and we came up short. We'll eventually move on but this will sting for a while. You don't get that close and lose and not have it hurt.
"Obviously, we have a lot of work to do to become the team we want to be."
Still, a 9-4 season is a big improvement for UCLA, which will be trying to earn 10 wins for the first time since 2005.
"We are excited about the opportunity to play in the Holiday Bowl," Mora said. " ... What we're most excited about is the chance to compete against a quality opponent like Baylor. We're expecting it to be an outstanding game between two really good football teams. They're excited about the chance to go line it up and go after it."
The Bruins are led by senior running back Johnathan Franklin, a Doak Walker Award finalist, and redshirt freshman quarterback Brett Hundley. Franklin, the school's all-time leading rusher with 4,369 yards, set career bests this season with 1,700 rushing yards, 13 rushing touchdowns, 32 receptions, 319 receiving yards and a pair of TD catches.
Hundley completed 68.2 percent of his passes for 3,411 yards, and his 26 touchdowns were second most in a season in school history. He also finished second on the team with 365 rushing yards and nine scores on the ground.
Defensively, junior linebacker Anthony Barr led the nation with 13 1/2 sacks and sophomore linebacker Eric Kendricks was fifth in the FBS with 137 tackles.
Barr, Kendricks and the rest of UCLA's defense will certainly have their hands full with Baylor (7-5).
The Bears' offense ranks first nationally with 578.8 yards per game and fifth with an average of 44.1 points. Senior quarterback Nick Florence is the national leader in total offense with 387.7 yards per game, and senior wideout and Biletnikoff Award finalist Terrance Williams topped the nation with a school-record 1,764 receiving yards.
Those impressive numbers came minus Griffin, who won the Heisman Trophy last season before being drafted No. 2 overall by the Washington Redskins.
Florence has filled in nicely, but he threw seven of his 13 interceptions during a four-game losing streak Sept. 29-Oct. 27 that seemed like it would keep Baylor out of a bowl game.
The Bears, though, finished on a three-game win streak which began with a 52-24 victory Nov. 17 over Kansas State, which came in ranked No. 1 in the BCS standings. Baylor concluded the season with a 41-34 win over then-No. 24 Oklahoma State on Dec. 1.
"The food is going to taste good for the next three weeks," coach Art Briles said. "The guys feel good about the way they finished the season."
Baylor has won at least seven games in three straight years for the first time since 1949-51, and the Bears are playing in a bowl game in three straight seasons for the first time.
"I know they had a real good run," Briles said of the Bruins. "I know they beat some really good people soundly, and that always concerns me as a coach, but we're pumped about being here. Our guys are excited."
UCLA is 14-16-1 in bowl games, losing nine of its last 13, while Baylor has split 18 appearances. The teams will be meeting for the first time.
The Bears won 67-56 over Washington in last year's Alamo Bowl, the highest-scoring regulation bowl game in history.