PASADENA, Calif. -- Tom Brandstater and his Fresno State teammates created a lasting memory.
"In 20 years, we will be able to remember that we beat UCLA at their house. We beat the mighty Bruins. That is fun," he said.
Brandstater threw three touchdown passes and Ryan Mathews ran for 166 yards as the No. 25 Bulldogs beat UCLA 36-31 on Saturday.
Mathews scored once on a 49-yard dash and again on a 25-yard reception.
"I was recruited by UCLA -- and I'm glad they passed," he said. "We had a chip on our shoulder all day long and played like it."
The scrappy Bulldogs (3-1) of the Western Athletic Conference aren't awed by any team but the school has been frustrated that more big-time football schools don't schedule them.
"It looks like it will be hard for us to schedule Pac-10 schools in the future," Mathews said after the win over the Bruins (1-3).
Fresno State coach Pat Hill, who pointed to the throng of red-clad fans in the visiting team's section of the stands, said, "It was a great effort by our team and a great effort by our fans. I'd say that at least half the stadium was wearing red, so hats off to our fans."
The Bulldogs fans seemed to make up at least a third of the Rose Bowl crowd of 73,963.
"I don't understand why more schools don't want to play us; we have great drawing power," Hill said.
Fresno State now has 14 victories against BCS-conference opponents this decade, tied with Utah for the most by teams from the non-automatic qualifying conferences.
Played in 90-degree heat, it was an entertaining game, with a string of big plays, back-and-forth scoring, and some late drama.
In a game marked by rapid shifts in momentum, the Bulldogs took final control after the Bruins' Derrick Coleman fumbled at the Fresno State 10 and Wilson Ramos recovered with 8:55 remaining.
With Mathews grinding out yards from there, including a 7-yard gain on fourth-and-1 at the UCLA 26 with 2:53 remaining, the Bulldogs ran out the clock with a 17-play drive that reached the UCLA 4 as time expired.
Although they played much better than their last two games, the loss was the third in a row for the Bruins (1-3), who had opened coach Rick Neuheisel's first year at the helm with an upset of Tennessee.
"I was encouraged by the improvement in our offense," Neuheisel said. "We saw some light at the end of the tunnel. Kevin Craft played much better, both throwing the ball and using his legs. We're sitting here at 1-3 and we're all disappointed with that. But there is improvement."
Terrence Austin was a standout in the loss, accounting for a UCLA record 298 total yards -- 206 on kickoff returns, 44 on punt returns, 29 rushing and 19 receiving. And he had a 100-yard return on the opening kickoff nullified by a penalty.
"We had trouble with Terrence Austin, that's for sure," Hill said.
Craft went 11-of-20 for UCLA, and Khalil Bell, back after being sidelined by an ankle sprain, gained 73 yards on 20 carries and scored on runs of 7 and 1 yards. Coleman, who lost the critical fumble, led the Bruins' rushers with 86 yards on 10 carries.
Fresno State's victory was just its second in eight all-time meetings against UCLA, but the Bulldogs have won the last two because they beat the Bruins 17-9 in the 2003 Silicon Valley Bowl.
Trailing 36-22, the Bruins closed the gap on a 2-point defensive PAT conversion on a blocked kick return by Bret Lockett and Craft's 20-yard touchdown throw to Chane Moline.
There were a couple of quick twists in the game's opening minute.
Austin brought the UCLA fans to their feet when he broke open down the right sideline and returned the opening kickoff end zone to end zone -- only to have the touchdown nullified by a holding call.
UCLA had been outscored 90-10 and didn't have an offensive touchdown in its last two games, including a 59-0 drubbing by BYU that was the Bruins' worst loss in 79 years.
Fresno State beat Toledo 55-54 in overtime in its last game following a 13-10 loss to then No. 10 Wisconsin.