PASADENA, Calif. -- The attention entering Saturday's Oregon State-UCLA game was focused mainly on the Bruins' offense, led by one of the country's finest young quarterbacks and the nation's leading rusher.

The Beavers' duo of Sean Mannion and Storm Woods stole the spotlight.

Mannion passed for a career-high 379 yards and two touchdowns, Woods rushed for 96 yards and another score, and underdog Oregon State put the clamps on No. 19 UCLA in opening its Pac-12 Conference season by beating the Bruins 27-20.

The victory was the 74th at Oregon State for coach Mike Riley, matching the school record by Lon Stiner, the Beavers' coach from 1933-48. Riley is in his 12th year with Oregon State.

"It was a great job by our team; I just loved it," Riley said. "That was a really good group of offensive players and a good offensive scheme and I thought we just kept playing. When something bad happened, nobody blinked and somebody else made a play."

Mannion completed 24 of 35 passes with one interception and has passed for 200 or more yards in 13 straight games. Woods, who carried 21 times, scored what turned out to be the deciding touchdown on a 2-yard run late in the third quarter and gained 62 of his yards after halftime.

Oregon State's Markus Wheaton had nine receptions for 150 yards and a touchdown and has caught at least one pass in 25 consecutive games. Brandin Cooks had six catches for 175 yards and a TD for the Beavers.

"It feels unbelievable to beat a great team like that," said Mannion, a third-year sophomore. "We've got a lot of respect for (UCLA), they were tough start to finish. It feels great to come out and get a team win like that."

Redshirt freshman Brett Hundley completed 27 of 42 passes for 372 yards and a touchdown for the Bruins. UCLA's Johnathan Franklin, the country's leading rusher with a 180.3-yard average, was held to 45 yards on 12 carries. He averaged 8.2 yards per carry previously this year.

"Our defense is awesome. I can't say that enough," Mannion said. "They gave us so many chances to make plays on offense. It's tough going against them in practice, so it's not surprising how good they are in the game. They're a great, great unit and I'm glad they're on our team."

The Bruins (3-1, 0-1 Pac-12) scored 15 touchdowns and averaged 622.0 yards to rank second nationally in total offense in their previous three games. But the Beavers (2-0, 1-0) held them to 444 yards and two TDs.

"That was a tough loss, obviously, but our hats are off to Oregon State," first-year UCLA coach Jim Mora said. "That's a good defensive football team and a well-coached football team and they beat us. They have a very good run defense. They are big and physical up front.

"We have lots of lessons to learn from this. We'll see how we handle some adversity. I expect that we'll respond in the proper way, and we'll be ready to go next week."

Oregon State had played just once in the season's first three weeks, beating then-No. 13 Wisconsin 10-7 on Sept. 8. The season opener against Nicholls State was postponed because of concerns over Hurricane Isaac.

Trailing 17-10, the Bruins blew two scoring chances in the third quarter. First, they failed to convert a fourth-and-2 at the Oregon State 35-yard line after Anthony Barr forced a fumble by Mannion at the Beavers 43 and Tevin McDonald recovered.

The Bruins got another chance when Stan McKay intercepted Mannion's pass at the Beavers 48 on the next play, but they were forced to punt.

The Beavers then moved 88 yards on 13 plays to take a 24-10 lead, scoring Woods' short run one play after a pass interference penalty against Sheldon Price on third-and-goal.

"We've got to figure out a way in those situations to do a better job," Mora said regarding the missed opportunities.

UCLA responded by getting a 1-yard sneak from Hundley that capped a 75-yard drive and made it 24-17 with 14:01 to play. The Beavers got their 10-point lead back on Trevor Romaine's 17-yard field goal with 9:33 left.

The Bruins had a chance to get within seven points again, but Ka'imi Fairbairn was wide right on a 42-yard field goal with 7:37 to go. Fairbairn kicked a 35-yarder with 1:47 left, but Oregon State recovered UCLA's onside kick and ran out all but the final five seconds

Romaine's 22-yard field goal on Oregon State's first possession gave the Beavers a 3-0 lead, but the Bruins tied it on a 22-yard field goal by Fairbairn early in the second quarter.

Oregon State, a 7 1/2-point underdog, took the lead back on the next scrimmage play -- a 75-yard touchdown pass from Mannion to Cooks. Mannion's 42-yard scoring pass to Wheaton later in the second period made it 17-3.

Hundley threw a 65-yard touchdown pass to Shaquelle Evans with 49 seconds remaining before halftime to trim Oregon State's lead to seven points.