PASADENA, Calif. -- Running back Kalen Ballage carrying a pack of Bruins on his back, legs churning, and not stopping until he reached the end zone symbolized unranked Arizona State's grit and No. 7 UCLA's helplessness Saturday night.

Behind a robust offensive line that gouged holes in the UCLA defensive front and protected quarterback Mike Bercovici, the visiting Sun Devils left the Rose Bowl with a stunning 38-23 victory.

Ballage's 23-yard touchdown run with 45 seconds remaining in the game was the exclamation point on Arizona State's upset victory and the Bruins first loss of the season.

UCLA is now 4-1 and 1-1 in PAC-12 play. Arizona State, which had gotten off to a disappointing start, improved its record to 3-2 overall and 1-1 in conference play.

Arizona State outgained UCLA by more than 100 yards. The Sun Devils scored in every quarter while shutting out UCLA in the first and third quarters. Arizona State wide receiver Tim White accounted for 181 all-purpose yards.

Bercovici had a steady hand on the Sun Devils' offense all game. He completed 27 of 44 passes for 273 yards and two touchdowns. Bercovici also pierced the Bruins' defense on a 34-yard, read-option touchdown run in ASU's pivotal third quarter.

"Not many people thought we could come in here and do what we did tonight," Arizona State coach Todd Graham said. "We dominated the line of scrimmage, dominated all three phases."

White caught a 12-yard touchdown pass and was vital in his role as a return specialist, toting back three kickoffs for 129 yards.

"The special teams today were incredible," a giddy Bercovici said in the postgame interview room.

The Bruins were unable to come up with defensive stops in critical situations. Offensively UCLA was abysmal on third down (3 of 14) and was held to a miniscule 93 net yards rushing.

UCLA's true freshman quarterback Josh Rosen had some good moments, as he has had in every game. Rosen completed 22 of 40 passes for 280 yards and two touchdowns.

But he made two crucial errors. Rosen was flagged for intentional grounding while throwing from his end zone in the first quarter resulting in a safety.

He threw an interception in the fourth quarter that led to an Arizona State touchdown.

"I don't want to say he was flustered but he was not in sync," UCLA coach Jim Mora said. "As the game got going, he found a rhythm. He seemed to settle down and he did some good things."

Down 29-23 late in the fourth quarter, UCLA was pinned back on its 1-yard line after a 46-yard punt by the Sun Devils' Matt Haack.

The Bruins were unable to gain a first down and on fourth down the center's snap deliberately was snapped over punter Matt Mengel's head and out of the end zone for a safety which boosted ASU's lead to 31-23.

"You have to try to keep it a one-possession game," Mora explained. "If you punt from the 5 and give them good field position and they kick a field goal, you're down nine."

Rosen and UCLA were hampered by the Bruins' inability to establish a running game. UCLA's top rusher Paul Perkins was held to 63 yards on 18 carries. Because of that, Rosen faced intense pressure from the Sun Devil rush on passing downs. The inability to run the ball also forced UCLA into long third-down plays.

"I thought Arizona State did a nice job against us, stopping our run game," Mora said. "Something that we have been good at is converting on third downs and we struggled there."

UCLA was beleaguered defensively due partly to season-ending injuries to key personnel.

"Our defense played well for most of the game," Mora said. "I think that as the game went on we had some struggles. You don't like to blame injuries for performance but the fact that you have lost three quality starters, three of the top players in the country, has to hurt."

Arizona State was one of the favorites to vie for the PAC-12 South title. Those expectations seemed out of place based on the way the Sun Devils performed prior to Saturday.

"We had not played very well for the first four games of the season," Graham said. "For whatever reason, things like that sometimes happen."

NOTES: Through three quarters, Arizona State held UCLA to a net 21 yards on 20 carries. Meanwhile, the Suns Devils had 146 yards on 33 carries. ... UCLA quarterback Josh Rosen has set three single-game passing records for true freshmen. He has the most passing yards in a game (351 vs. Virginia), most pass attempts in a game (42 vs. UNLV), and most completions in a game (28 vs. Virginia). ... Rosen's three touchdown passes against Virginia tied the true freshman record held by Cade McNown, who threw three touchdown passes in 1995 against Kansas. With his next touchdown pass, Rosen will break the record of seven touchdown passes thrown by a true freshman. McNown set that record in 1995. ... Arizona State wide receiver and return specialist Tim White had two kick returns for 110 yards in the first half. ... Arizona fifth-year senior Devin Lucien began his college career at UCLA before transferring. Lucien caught a key third-quarter pass to set up an Arizona State touchdown. ... Sun Devil linebacker Salamo Fiso was a teammate of UCLA cornerback Randall Goforth at Long Beach Poly High School.