MEMPHIS -- In a game that featured two prolific quarterbacks, 1,193 yards of offense, nearly 100 points and 12 touchdowns, the outcome ultimately came down to several defensive plays.

Memphis quarterback Riley Ferguson threw for 398 yards and six touchdowns, but it was the Tigers' defense that picked off two second-half Josh Rosen passes and knocked down a third to secure an upset of No. 25 UCLA 48-45 Saturday.

Ferguson finished one touchdown shy of a school record in leading the Tigers (2-0) to their third victory over a Top 25 Power Five conference opponent in as many seasons. Rosen, a Heisman Trophy candidate, passed for 463 yards and four touchdowns but was undone by several errant throws.

Memphis defensive back Jacobi Francis secured the victory. Francis stepped in front of UCLA receiver Darren Andrews to bat down a pass on fourth-and-5 from the UCLA 47 with 56 seconds to go.

Six minutes earlier, Tiger freshman cornerback T.J. Carter intercepted Rosen at the Memphis 10-yard line, returning it 42 yards to midfield to stop a potential Bruins scoring drive.

"I'm proud of this whole group," said Memphis coach Mike Norvell. "It was a special day."

UCLA (2-1) finished with 633 yards and ran 91 plays -- 15 more than Memphis.

"They were an unbelievable team, but we came and did what we needed to do," Ferguson said. "And that was to get a victory."

Memphis receiver Anthony Miller had nine catches for 185 yards and two touchdowns to spark the offense. Running back Darrell Henderson rushed for a game-high 105 yards on 14 carries.

"I felt like what happened was what was supposed to happen," said Miller, who owns most of the school's receiving records. "And I feel like I was made for this sport and for these types of moments."

Memphis failed to convert Carter's interception midway through the fourth quarter into points. But the offense took three minutes off the clock, driving to the UCLA 16, where a fake field goal try was unsuccessful.

UCLA took over at its 20 before its final drive fizzled near midfield on the Francis breakup. The breakup came five plays after Bruins receiver Theo Howard was called for offensive pass interference.

"A lot of things got us today," said UCLA coach Jim Mora. "You can't turn the ball over and you can't give up explosive plays. We turned the ball over and gave up explosive plays in the first half.

"It was a very disappointing loss. I have no doubt that our team will come back strong."

Leading by three at the half, the Tigers extended their lead to 34-24 on the opening drive of the third quarter. Miller ended a penalty-plagued 75-yard drive with a 12-yard catch.

UCLA answered in two plays with Rosen hitting Andrews for a 65-yard touchdown. On the next UCLA possession, Rosen was picked off by linebacker Tim Hart, who rambled 60 yards for a 41-31 Memphis advantage.

"It's fair to say everyone played a key role -- offense and defense," Hart said. "When everyone brings the energy, things like this happen."

Rosen was frustrated by some of the decisions he made, particularly the fourth-down throw that was broken up on UCLA's last possession and the bad pass to Howard that resulted in the offensive interference.

"I was trying to play hero ball," Rosen said. "I was doing some things (the offense) is not built to do and that gets you in trouble.

"They brought a lot of pressure on that (last) play. But we've got to convert on third down so it makes for a shorter fourth down (in that situation). It is kind of frustrating."

Rosen gave UCLA a 45-41 lead early in the fourth by directing a 99-yard drive in six plays. Rosen was 5-for-5 passing for 95 yards on the lengthy drive, ending with a 22-yard scoring pass to Austin Roberts.

Memphis needed only four plays to recapture the lead, 48-45. With Miller making a 34-yard reception during the drive, the Tigers scored on a 3-yard pass from Ferguson to Phil Mayhue with 9:56 left to account for what was, amazingly, the final score of the game.

NOTES: With UCLA QB Josh Rosen considered the potential top pick in the 2018 NFL Draft, scouts from five teams -- the Buffalo Bills, Washington Redskins, Los Angeles Chargers, Oakland Raiders and Arizona Cardinals -- attended the game. ... Former University of Memphis coach Rip Scherer, who led the Tigers from 1994 to 2000 and recorded an upset win over a Peyton Manning-led Tennessee team in 1996, returned to Liberty Bowl Memorial Stadium. Scherer coaches UCLA tight ends and serves as senior associate head coach. ... Memphis played without its top returning rusher, senior Doroland Dorceus, who has been battling an injury since the season began. ... Memphis freshman LB J.J. Russell had to be taken from the field on a cart after being knocked out on a late-first half kickoff return by UCLA. ... Memphis freshman PK Riley Patterson missed an extra-point attempt in the first half, snapping a string of 214 consecutive PATs made by the Tigers, dating to 2012. . . . UCLA DL Osa Odighizuwa was ejected with 11:03 left following a targeting penalty after his helmet-to-helmet hit of QB Riley Ferguson.