The Hail Mary pass left Matt Barkley's hand, the clock hit 0:00, and Rich Rodriguez started thinking about timeouts. If he had one left - and he didn't - the Arizona Wildcats' first-year coach would have stopped the clock and inserted a few tall wide receivers to guard against a jump ball.

"I'm holding my breath," he said.

The ball arced through the air, the final play in a 4-hour- 6-minute football game, and UA center Addison Bachman immediately thought of a controversial touchdown-interception call from an NFL game earlier this season. Standing on the sideline, he cringed.

"The touch-ception in Seattle," he said.

The ball began to fall, hard and fast, toward the hands of USC's best player.

Jonathan McKnight thought back to the UA's practices.

Every day, the Wildcats' cornerback and his teammates rehearse throwing - and defending - Hail Mary passes. The defense even celebrates when it makes stops.

"I felt like the ball was in the air a long time," McKnight said. "I saw the ball and thought, 'Oh, I've got to catch this.'"

By the time Barkley's pass landed on the turf, deflected by defensive back Shaquille Richardson, the Wildcats were already celebrating.

No, the UA couldn't stop USC's best wide receiver Saturday, didn't get much of a pass rush and - in its most-penalized performance of the year - often couldn't stay out of its own way.

But Arizona had Matt Scott, which meant it had a chance. And in the biggest moment of the Rodriguez era to date, Scott and a resilient-if-not-pretty defense were the difference.

Arizona's quarterback threw for 369 yards and three touchdowns before leaving with an apparent concussion in the fourth quarter, and the Wildcats' defense forced five turnovers on the way to a 39-36 upset of No. 10 USC.

The win, Arizona's first at home against the Trojans since 1999, proved to be a soothing tonic for a team that came close to upsetting Stanford and Oregon State earlier in the season. This time, the Wildcats made enough plays - and one important stop.

"I think it does wonders," said linebacker Marquis Flowers, who intercepted two of Barkley's passes and forced a fumble. The losses "still hurt. But it was just like this."

The Trojans, like the Cardinal and Beavers before them, carved up the Wildcats' defense. Barkley threw for 493 yards and three scores. Wide receiver Marqise Lee caught 16 passes for a conference-record 345 yards and scored two touchdowns. His 72-yard kickoff return with five minutes left helped the Trojans climb back into the game. The Trojans outgained Arizona, 618 yards to 588.

On Saturday, though, Arizona may have had the better quarterback.

"Matt Barkley's a tremendous player. He's one of the best in the history of the Pac-12," Rodriguez said. "But if you mention Matt Barkley, you need to mention Matt Scott. Anybody who saw today's game would say the same thing."

Whether Scott was lucid enough to celebrate the biggest moment of his career is up for debate. The UA quarterback took a shot to the head while scrambling for a first down with 6:49 left and the Wildcats leading by four points.

Scott vomited on the field and seemed out of sorts for a few plays before hitting David Richards for a 7-yard score with 5:36 left.

Scott told his teammates in the locker room that he was "good" but was not made available for interviews. Backup B.J. Denker finished the game.

Scott told Rodriguez he was fine, the coach said.

"I said, 'Well, did you tell the doctors that?'" Rodriguez said. "Doctors are taking every precaution, which they should. We'll see how he does."

Rodriguez said he'll defer to the team's training staff this week. The Wildcats (5-3, 2-3 Pac-12) will travel to UCLA, then finish with games against Colorado, Utah and ASU.

The thrilling finish masked some putrid play early on. The teams committed a combined 27 penalties for 246 yards. Ka'Deem Carey had a touchdown run called back because of a hold, and a grab on John Bonano's field goal attempt at the end of the first half negated his make. Staked to another try from 10 yards back, he missed.

The Wildcats punted on their first possession of the second half, giving USC (6-2, 4-2) the ball near midfield. Barkley found Lee for a 44-yard score, increasing the Trojans' lead to 28-13.

From that point on, the Wildcats outscored USC 26-8.

Scott scored on a 10-yard touchdown run - he finished with 100 rushing yards - and then found Dan Buckner for a 9-yard touchdown pass, cutting USC's lead to two points. The Wildcats would have pulled even following their second touchdown, but their two-point conversion attempt - a read-option run to Carey - failed.

Carey's 7-yard touchdown run with 10:46 left gave the Wildcats the lead, and Scott's woozy pass to Richards put the game out of range.

Well, nearly. Barkley and the Trojans had two shots to win the game at the end. Both of them, long passes intended for Lee, were incomplete.

And the Wildcats had their first signature victory under Rodriguez.

"When it comes down to it, win the game," Flowers said. "We'll go correct all the other stuff. They have great players, a lot of guys who'll play on Sundays. (But) we got the win."

On StarNet: Go to for more photos of the game

Up next

• What: Arizona at UCLA

• When: 7:30 p.m. Saturday

• TV: Pac-12 Network

• Radio: 1290-AM, 107.5-FM