PASADENA, Calif. (AP) Winless in four games in which they never led, their head coach fired, two coordinators gone and No. 7 Penn State Nittany Lions in town. UCLA Bruins couldn't get much lower.

“Nobody in the world expected us to win,” Bruins safety Key Lawrence said.

Indeed, the Bruins were 25 1/2-point underdogs. They went out and stunned the Nittany Lions 42-37 on Saturday, becoming the first 0-4 or worse team to beat a top-10 team in 40 years.

“You'd think it was Mardi Gras,” interim coach Tim Skipper said, describing the locker room atmosphere. “There was water flying everywhere, there's music, there's guys that can't dance that are dancing, there's coaches trying to be dancers. It was exciting.”

Nico Iamaleava ran for three touchdowns and threw for two more, helping UCLA earn its first win of the season after DeShaun Foster was fired. The Bruins' offense exploded early and they led all the way after not scoring in the first quarter of their earlier losses.

“We were going to be super aggressive, but not do dumb things,” Skipper said. “The plan was if we scored a touchdown first, we were going to go to it.”

The Bruins (1-4, 1-1 Big Ten) had tight ends coach Jerry Neuheisel calling UCLA's offensive plays for the first time against Penn State's vaunted defensive coordinator Jim Knowles. Offensive coordinator Tino Sunseri left the program earlier in the week.

“We had two days to practice the new game plan and all they did was believe,” said Neuheisel, a former UCLA quarterback and son of former Bruins coach Rick Neuheisel, who called the nationally televised game for CBS. “It was just a special, special day.”

Leading 42-35, UCLA's Scooter Jackson came up with a huge stop of Drew Allar on 4th and 2 and the Nittany Lions turned the ball over on downs with 37 seconds left. Bruins punter Will Karoll took a safety that made it 42-37.

Penn State was coming off a double-overtime 30-24 loss to Oregon last week.

“Obviously, we didn’t handle last week’s loss well,” Lions coach James Franklin said. “We lost some players during that game, and then everything else. Travel, everything else. Did not come out with the right energy to start the game. Before you know it they got a touchdown drive and onside kick.”

UCLA racked up 446 total yards to 357 for Penn State, while outrushing the Lions, 280 to 127, and going 10 of 16 on 3rd downs.

Iamaleava had his best game since his high-profile transfer from Tennessee over the summer. He capped his day by scrambling right and running 7 yards into the end zone and then throwing a 2-point conversion pass to Kwazi Gilmer for a 42-28 lead with 6:41 left in the fourth. He was 17 of 24 for 166 yards passing and was the Bruins' top rusher with 16 carries for 128 yards.

“It feels great, man,” Iamaleava said. “We finally put it together on the offensive side of the ball. I'm just proud of these guys.”

The Bruins scored on their first five possessions and led by 20 points before missing on a 56-yard field goal by Mateen Bhaghani early in the third.

The Nittany Lions (3-2, 0-2) turned the ball over on a fumble to open the third and then roared back with 14 quick points to trail 27-21. Khalil Dinkins caught a 40-yard pass by Allar. The Lions sacked Iamaleava twice before Dani Dennis-Sutton blocked Karoll's punt - UCLA's first of the game. Liam Clifford made a 6-yard blocked punt recovery for the other score.

But the Bruins extended the lead to 34-21 on Iamaleava's legs. He scrambled up the middle for a 52-yard gain - longest of his career - and a first down. He completed the seven-play, 75-yard drive with a 1-yard plunge up the middle on a day when the Bruins' relied on their running game.

Kaytron Allen got the Lions to 34-28 with a 2-yard run. Allar's 15-yard TD pass to Kyron Hudson left the Lions trailing 42-35 with 4:11 remaining in the game.

UCLA is one of five teams to be 0-4 or worse and beat a top-10 team, according to Sportradar. The last to do it was UTEP, which was 0-6 when it beat No. 7 BYU 23-13 on Oct. 26, 1985.

Penn State: The Nittany Lions will drop out of the AP Top 25 after a second straight loss in their first Big Ten road game of the season. Their streak of 34 straight wins against unranked teams ended. They'll get a chance at redemption when they visit No. 1 Ohio State on Nov. 1.

UCLA: The Bruins ensured they won't have the first winless season in program history after ending a 16-game skid against Top-10 teams. It's their first win against such competition at home since 2007, when they beat No. 9 Oregon 16-0.

Penn State hosts Northwestern and UCLA visits Michigan State next Saturday.

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