It started off with a bang for Memphis.
Tigers running back Darrell Henderson took a hand-off to the right side and nearly scored on a 80-yard run. 2 plays later, the Tigers were up 7-0 when Riley Ferguson found Joey Magifico for a 2-yard touchdown.
It wasn't long before UCLA tied the game on Jalen Starks 7 yard score midway through the first quarter.
The Tigers were down 17-7 early in the 2nd quarter when Patrick Taylor Jr. took a screen pass 47 yards for a touchdown but the Tigers missed their 1st extra-point in 5 years. Tigers were now down 17-13.
Memphis took the lead 20-17 when Tony Pollard took a screen pass to the house for 42 yards.
The lead didn't last long. UCLA scored on a 1 yard Josh Rosen run and the Bruins were back up, 24-20.
With 2 excellent catches on the drive by Anthony Miller, Memphis took a 27-24 lead into the half.
The Tigers wanted to get a quick start to the 2nd half and that's exactly what they did. Riley Ferguson found Anthony Miller for a 10 yard touchdown and Memphis' lead extended to 10, 34-24.
UCLA cut the lead to 34-31 on a Josh Rosen to Darren Andrews 65-yard touchdown pass. That drive only took 44 seconds.
Memphis went back up by 10 when local product Tim Hart picked off Josh Rosen took it to the house. 60 yard pick 6 and Memphis led 41-31 with 6:58 left in the 3rd quarter.
Josh Rosen quickly made up for his mistake. UCLA scored on a Rosen to Lasley 21 yard touchdown pass. Memphis' lead was down to 41-38.
Rosen didn't stop there. He threw a 22 yard strike to Austin Roberts for a touchdown. UCLA drove 99 yards on 6 plays and recaptured the lead, 45-41.
Memphis wouldn't go away lightly. 4 plays and 81 yards later, the Tigers took the lead on a Ferguson to Phil Mayhue 3 yard touchdown.
UCLA was threatening when Rosen threw his 2nd INT on the day. Memphis true freshmen TJ Carter picked off the pass and returned it to the 43 yard line.
The Tigers had a chance to add 3 but Coach Norvell chose to fake the field goal and Riley Patterson's pass was intercepted.
UCLA now had momentum and time to go 80 yards and win the game but it wasn't meant to be, Tigers held and won the game 48-45.