Paul Perkins started off the scoring by marching down the field for the Bruins with an incredible 93 yard touchdown scamper.
Brett Hundley widened the lead to 14-0 by hitting Jordan Payton on the stick route.
Eric Kendricks kept the ball rolling downhill with a pick that set up a UCLA field goal make it 17-0.
Colorado got back into it by committing to the ground game. Tony Jones broke plenty of UCLA tackles to cross into UCLA territory.
Jones plunged it in to get Colorado on the board.
Perkins responded with his second touchdown of the game to put UCLA ahead 24-7.
Colorado got a run of their own from Michael Adkins as he dragged his way into the end zone to cut the lead to 24-14 just before halftime.
Myles Jack did most of the damage in the second and third quarters. He had a pick...
...and he ran it in to put UCLA up 31-14 going into the fourth quarter.
With the Buffs teetering on the edge of defeat, Sefo Liufau made it 31-21 by converting a 4th down conversion to Bryce Bobo that he took all the way.
Bobo got another connection on the follow-up drive, and it became a three point game late.
Colorado got the crucial 4th down stop that gave the Buffs the ball, and they drove to tie things up with a field goal on the follow-up drive.
After exchanging field goals for most of the overtime sessions, Brett Hundley took matters into his own hands and ended the game himself.