The Arizona Wildcats couldn’t stop USC’s best wide receiver, couldn’t get much of a pass-rush and — in their most penalized performance of the year — couldn’t stay out of their own way.

But they had Matt Scott today, which meant they had a chance. Scott threw for 369 yards, ran for 100 more and threw for three touchdowns — including a backbreaking score late in the fourth quarter — as Arizona stunned No. 10 USC 39-36 at Arizona Stadium. 

The win, Arizona's first over USC at home since 1999, came in part because the Wildcats matched the Trojans quarterback-for-quarterback. 

“Matt Barkley’s a tremendous player. He’s one of the best in the history of the Pac-12,” UA coach Rich 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.”

Arizona improved to 5-3 overall and 2-3 in the Pac-12; USC fell to 6-2 and 4-2. The Wildcats will finish their season with games against UCLA, Colorado, Utah and Arizona State.

Scott threw his final touchdown pass while clearly woozy. He took a shot to the head while scrambling for a first down with 6 minutes 49 seconds left. The Wildcats’ fifth-year senior 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 would not return: Backup B.J. Denker guided the team on its final drive, one that put the game away.

Scott’s performance — and five takeaways by an opportunistic UA defense — was enough to overshadow one of the better individual performances in the history of the Pac-12. Trojans wide receiver Marquise Lee caught 16 passes for an all-time conference record 345 yards and scored two touchdowns. His 72-yard kickoff return with 5 minutes left helped the Trojans climb back into the game. USC got the ball back with 1:01 remaining and trailing by 3 points, but couldn’t score.  Barkley’s Hail Mary pass into the end zone was broken up as time expired.

"It felt like the ball was in the air for a long time," UA cornerback Jonathan McKnight said with a smile. "I saw the ball and thought, 'I have to catch it.'"

Wildcats linebacker Marquis Flowers said the win "does wonders" for the team's psyche going forward. The UA fell to Oregon State and Stanford after surrendering last-minute drives and an overtime score. 

The thrilling finish masked some putrid play early on. The teams committed a combined 27 penalties for 246 yards. The game lasted 4 hours 10 minutes.

USC outgained the Wildcats, 618 yards to 588. 

Read more in Sunday's Arizona Daily Star.