PASADENA, Calif. – Unranked Colorado came in with a master plan Saturday afternoon to upset No. 24 UCLA and the Buffaloes nearly worked it to fruition.

But UCLA cashed in on a pair of quick-strike touchdown plays and thwarted a potential Colorado go-ahead scoring drive to escape with a 35-31 victory, in front of 51,508 at the Rose Bowl.

The close call kept UCLA's Pac-12 South hopes alive as theBruins improved to 3-2 in conference play and 6-2 overall.

The Buffaloes fell to 4-5 overall and 1-4 in the Pac-12.

UCLA, though, could not exhale until true freshman defensive back Nate Meadors clinched the victory with an interception with 51 seconds remaining in the game. That came less than three minutes after the Bruins had to halt a potential go-ahead TD drive by Colorado that reached UCLA's 23-yard line.

"That was about as gritty a win as I have ever been around," UCLA coach Jim Mora said.

Injuries continued to mount on both sides of the ball for UCLA but the Bruins adhered to the adage of next man up.

"To overcome the things that we overcame in terms of personnel was staggering," Mora said. "I couldn't tell you who was in there on any given play."

UCLA had to rally to come away with this victory. Colorado, which outscored UCLA by 11 points in the second half, took its first and only lead of the game, 31-28, with 12:04 left on a 6-yard run by Patrick Carr. That came two minutes after Colorado defensive tackle Samson Kafovalu rumbled 33 yards to the end zone with a fumble when UCLA quarterback Josh Rosen was sacked and lost the ball.

"I thought we played really well at times and again shot ourselves in the foot a couple times that were dramatic, game-changing plays," Colorado coach Mike MacIntyre said. "But we kept battling and had an opportunity at the end of the game to win it."

Playing keep-away from the potent UCLA offense clearly was Colorado's game plan, and the Bruins' defense was put to a stern test by a hurry-up CU offense that ran a school record 114 plays.

The Buffaloes rushed for 242 yards on 56 carries, and quarterback Sefo Liufau completed 37-of-57 passes for 312 yards. UCLA only was able to sack him once.

Time of possession decisively was in Colorado's favor. The Buffaloes held the ball for 41:05, wearing down an injury-depleted UCLA defense on an 87-degree afternoon and keeping the Bruins' offense on the sideline where Rosen and his cohorts could inflict no damage.

"We have been able to do that," MacIntyre said. "We can run our running backs. We've got some good ones. Our quarterback can run and throw it, too. We feel like we can dictate the game."

UCLA did make the most of its relatively meager 59 plays. Rosen, UCLA's true freshman starter, completed 19-of-33 passes for 262 yards and one touchdown. Running back Paul Perkins rushed for 118 yards on 12 carries. Wide receiver Jordan Payton caught eight balls for 134 yards.

Two plays in particular were gems for UCLA. With the Bruins leading 7-0 in the second quarter, Liufau had Colorado on the move for a potential tying touchdown. But he had his pass intercepted by Ishmael Adams at the Bruins' 4-yard line and Adams ran untouched 96 yards for a touchdown.

Then after Colorado kicker Diego Gonzalez got the Buffaloes on the scoreboard with a 25-yard field goal, Perkins raced 82 yards for a touchdown on the Bruins' first play from scrimmage to give UCLA a 21-3 lead.

Those two momentum-turning plays would prove to be pivotal as Colorado stuck to its game plan.

"If we wouldn't have had the unfortunate turnover there, it would have been a different game," MacIntyre said.

NOTES: UCLA led 21-6 at halftime and now is 30-0 under Mora when leading at the half. ... UCLA only had two red-zone scoring opportunities but scored on both. The Bruins now have scored on 24 consecutive red-zone chances. ... Liufau is now Colorado's career completion leader with 672. He had thrown 118 consecutive passes without being intercepted until he was picked off on the Buffaloes' final drive by Nate Meadors. ... UCLA fifth-year senior Jake Brendel started his 47th game and now trails only former Bruin Spencer Havner on the school record list. Havner started 48 games from 2002-05. ... Colorado WR Devin Ross, who grew up in the shadows of the Rose Bowl in Altadena, established career highs in receptions (nine) and yards (101). ... Bruins junior Jayon Brown, who starred at Long Beach Poly, had a carrer-high 18 tackles. It marked the most by a UCLA player since Brown's high school teammate Randall Goforth made 19 stops in 2013 against Stanford. ... Colorado senior WR Nelson Spruce caught 11 passes and now is the all-time leader in the Pac-12 in career receptions with 267.