Johnathan Franklin's 171 yards led UCLA over USC.  (US Presswire)

UCLA WON: Johnathan Franklin rushed for 171 yards and two touchdowns and Brett Hundley added 234 yards passing as No. 17 UCLA clinched the Pac-12 South title by defeating arch-rival No. 21 USC, 38-28, at the Rose Bowl. The Bruins jumped out to a 24-0 lead and held on as USC roared back to make it a three-point game, 31-28, with seven minutes to play. Trojans quarterback Matt Barkley threw for 301 yards and three touchdowns, but he also had two crucial interceptions. Curtis McNeal added 153 yards on 21 carries and wideout Marqise Lee had 159 yards on nine catches. It was UCLA's first win over USC since 2006.

WHY UCLA WON: The Bruins displayed poise in a rain-soaked contest, making key plays at critical moments while keeping mistakes to a minimum. Meanwhile, USC had three turnovers -- two of which led to UCLA scores -- and made bumbling errors in all three phases of the game. The Trojans missed an extra point and a field goal and had one field goal blocked.

WHEN UCLA WON: With USC closing it to three points with seven minutes to play, UCLA went on a nine-play, 83-yard drive to put the game out of reach. The key play was a 15-yard pass from Hundley to Joseph Fauria on third-and-13 that gave the Bruins a crucial first down at the USC 32-yard line. Two plays later, Franklin cruised in from 29 yards and UCLA had control of the game. 

WHAT UCLA WON: The Pac-12 South title (for the second consecutive year) and, even more important, a win over its hated rival after five consecutive defeats. It's clear there's a new era in Westwood under coach Jim Mora, Jr., with UCLA securing its first nine-win season since 2005.

WHAT USC LOST: The Trojans could have salvaged a disappointing season by beating UCLA, Notre Dame and the Pac-12 North representative in the conference title game. Now, USC's only chance at redemption is to ruin the Fighting Irish's national title hopes next Saturday. No matter what happens, USC's Lane Kiffin is now officially on the hot seat -- a remarkable turnabout of fortunes for a coach who had his team at No. 1 to start the year.