Matt Scott had 469 total yards and accounted for four touchdowns, helping Arizona overcome a huge day by Southern California's Marqise Lee to beat the 10th-ranked Trojans 39-36 on Saturday at Tucson, Ariz.

Lee caught 16 passes for a Pac-12-record 345 yards and two touchdowns to help USC (6-2, 4-2 Pac-12) build a 15-point lead midway through the third quarter.

But Scott led Arizona (5-3, 2-3) back, throwing for 369 yards and three touchdowns, including a 7-yarder to David Richards that put the Wildcats up 39-28 with just over 5 minutes left.

The Trojans answered quickly with Silas Redd's second rushing touchdown, from 10 yards, but remain stuck on 799 wins as a program after Matt Barkley's last-ditch pass into the end zone was swatted down.

Scott finished 27-for-50 passing and ran for 100 yards before missing Arizona's final possession with an undisclosed injury.

Austin Hill had 10 catches for 259 yards to help the Wildcats hold on for the upset victory after coming up just short against the Trojans a year ago.

Barkley threw for 493 yards and three touchdowns on 31-of-49 passing, but threw two interceptions. USC had five turnovers and 13 penalties for 117 yards as its national championship hopes faded.

These two teams put on an offensive show last season in the Coliseum, trading big plays while combining for over 1,100 yards. The Trojans won that one 48-41, surviving Arizona's second-half comeback thanks to Barkley's school-record 468 yards and four touchdowns passing.

No. 2 Oregon 70, Colorado 14: At Eugene, Ore., Kenjon Barner rushed for 104 yards and two touchdowns, and Oregon (8-0, 5-0 Pac-12) routed Colorado (1-7, 1-4).

De'Anthony Thomas rushed for another score and added a 73-yard punt return for a touchdown before most of the Ducks' offensive starters were pulled midway through the second quarter. Redshirt freshman quarterback Marcus Mariota passed for 136 yards and two TDs.

Washington 20, No. 7 Oregon State 17: At Seattle, former Gonzaga Prep standout Bishop Sankey ran for 92 yards and two touchdowns, Travis Coons kicked a 30-yard field goal with 1:20 left and Washington took advantage of four interceptions from Oregon State's Sean Mannion in an upset of the Beavers.

Oregon State (6-1, 4-1 Pac-12) was trying for the first 7-0 start in school history. Instead it became the second AP Top 10 team to be upset by the Huskies at home this season. Washington knocked off then-No. 8 Stanford 17-13 in late September.

Mannion, returning from minor knee surgery, threw interceptions on consecutive possessions early in the fourth quarter after Oregon State had rallied from a 10-0 halftime deficit to pull even with a dominating third quarter. The last of Mannion's four picks was snagged by Marcus Peters and two plays later Sankey scored from the 1 to give Washington (4-4, 2-3) a 17-10 lead.

UCLA 45, Arizona State 43: At Tempe, Ariz., Ka'imi Fairbairn kicked a 33-yard field goal as the game ended and UCLA escaped with a shootout victory over Arizona State.

Freshman Brett Hundley, playing a few miles from where he grew up, drove the Bruins (6-2, 3-2 Pac-12) into field-goal range after Tyler Kelly's 7-yard touchdown pass to D.J. Foster put the Sun Devils (5-3, 3-2) ahead 43-42 with 1:33 to play.

Hundley completed 19 of 31 for 274 yards and four touchdowns. Johnathan Franklin rushed for 164 yards, leaving him 20 yards shy of the UCLA career rushing record.

Utah 49, California 27: At Salt Lake City, Reggie Dunn set a school record with two 100-yard kickoff returns, and Utah's defense forced three turnovers in a victory over California (3-6, 2-4).

The win snapped a four-game losing streak for Utah (3-5, 1-4 Pac-12).

Reggie Topps' 17-yard fumble return for a touchdown gave Utah a 14-3 lead with 2:13 left in the first quarter. The Utes led 28-6 at halftime after a 5-yard TD run by freshman quarterback Travis Wilson.