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TUCSON, Ariz. -- His team trailing by 15 points in the third quarter, Arizona coach Rich Rodriguez urged his players to show a little life. Even after the Wildcats scored, they -- and much of the stadium -- remained quiet.

Matt Scott woke them up.

Scott didn't get a chance to play in Arizona's shootout loss to Southern California last year, but sure put his imprint on the rematch, accounting for 469 total yards and four touchdowns in the Wildcats' 39-36 upset of the Trojans (No. 9 BCS, No. 10 AP) on Saturday.

"I've said this before: Matt Scott's a stud," Rodriguez said. "He's phenomenal. He's a competitor."

The Wildcats (5-3, 2-3 Pac-12) had come up short in close games during their first season under Rodriguez and appeared to be headed toward another disappointment as USC receiver Marqise Lee raced past them and into the Pac-12 record book.

Scott wouldn't let Arizona come up short again.

The fifth-year senior ran for 100 yards and got Arizona's comeback started with a 10-yard touchdown run late in the third quarter. He threw for 369 yards, 259 of that on 10 catches by Austin Hill, and finished 27-for-50 passing.

Scott capped his day with his third touchdown pass, a 7-yarder to David Richards that put Arizona up 39-28 with just more than five minutes left. He was wobbly and unable to play on Arizona's final possession after taking a hard hit, but had already done enough to give the Wildcats their biggest win under Rodriguez.

"Matt is a warrior," Hill said.

Lee had a huge day for USC (6-2, 4-2), eclipsing the Pac-12 record for receiving yards. He finished with 16 catches for 345 yards and two touchdowns, ending up with 469 all-purpose yards after a couple of big kick returns.

Matt Barkley put up big numbers, too, matching Carson Palmer's school record for 400-yard games with his third, throwing for 493 yards and three touchdowns on 31-of-49 passing.

USC finished with 618 total yards and pulled within three on Silas Redd's 10-yard touchdown in the fourth quarter, but couldn't overcome five turnovers -- two on interceptions by Barkley -- and 13 penalties for 117 yards.

The Trojans' last shot ended when Barkley's heave on the final play was swatted down, leaving them stuck on 799 wins as a program while putting a huge dent in their national championship hopes.

"It was a very discouraging loss," USC coach Lane Kiffin said. "It wasn't about effort -- I thought our players had great effort. We made a lot of mistakes and weren't able to catch up."

USC won last year's offensive shootout 48-41, surviving Arizona's second-half comeback thanks to Barkley's school-record 468 yards and four touchdowns passing.

They spent the first half of the rematch trying to get out of their own way.

Barkley threw his two interceptions -- and nearly several others -- and overthrew tight end Xavier Grimble in the end zone on a fourth down. Redd also lost a fumble in the first half and safety Jawanza Starling lost a fumble on an interception return.

USC also had eight penalties for 79 yards in the first half, including a taunting call against safety T.J. McDonald that extended Arizona's opening drive. Scott capped that by hitting Johnny Jackson on an 8-yard touchdown pass.

Arizona had a few discipline problems of its own.

The Wildcats had a 1-yard touchdown run by Ka'Deem Carey wiped out by a holding call, and kicker John Bonano pushed a 37-yard field goal wide right after another hold erased his make from 27 on the first half's final play.

USC shook off its mistakes behind some big plays in the first half by Barkley and Lee.

Barkley connected with Grimble on a 12-yard touchdown early in the second quarter, then found Lee late, hitting him in stride for a 49-yard touchdown that put the Trojans up 14-10.

Lee kept getting open and Barkley kept finding him, setting up a 3-yard touchdown run by D.J. Morgan that put the Trojans up 21-13 late in the second quarter.

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Lee opened the second half with a 44-yard touchdown catch to put USC up 28-13 and break the Pac-12 record of 293 yards receiving set by Oregon State's Mike Hass against Boise State in 2004.

"His performance was unbelievable," Barkley said. "We all know he's a special player, but to play like that and to have a game like had tonight is really something."

So was Scott.

He scored on the 10-yard run, then found Dan Buckner on a 9-yard touchdown pass to pull Arizona within 28-26 after the Wildcats recovered a fumble by Morgan.

Carey scored on a 7-yard touchdown run the next drive, Scott extended the lead to 39-28 with his TD pass to Richards.

Redd scored and USC got ball back for a final drive, but came up short when Arizona knocked Barkley's final heave harmlessly to the turf, giving Arizona its first tight win after disappointing losses Stanford and Oregon State.

"Our guys have a lot of resiliency and we hung on at the end," Rodriguez said. "It feels good to win a close one."