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Los Angeles • Only the clock stopped Southern California's Matt Barkley and Arizona counterpart Nick Foles in a game largely devoid of defense.

When time finally ran out on both quarterbacks, USC had a small lead — and ample reason to be optimistic about an offense led by Bark­ley and Robert Woods, the talented tandem that's slicing up the Trojans' record book.

Barkley passed for a school-record 468 yards and four touchdowns, Woods made 14 catches for 255 yards and two scores, and USC outlasted the Wildcats 48-41 Saturday.

Freshmen Marqise Lee and Xavier Grimble caught TD passes from Barkley, who also rushed for a score while breaking Carson Palmer's 2002 yardage record with a blistering performance against Arizona's maligned defense. USC's defense wasn't much better, aside from two first-quarter interceptions by T.J. McDonald, but the Trojans (4-1, 2-1 Pac-12) outgained Arizona 582-554 to stay unbeaten in four home games.

"It didn't feel like I was breaking a record, because it was such a tight game going back and forth," Barkley said. "It's crazy to think about, because I grew up looking up to Carson Palmer. He's one of my heroes. I did want to be in his shoes someday, and now that I'm here, it's definitely a dream."

Barkley went 32 for 39 with one interception, bouncing back from a rough start at Arizona State last week with a landmark game.

Woods is merely having the most prolific season by a receiver in USC's long history through five games, starting off this chapter with an 82-yard score on the Trojans' second play.

The speedy sophomore, who set the USC mark with 17 catches in that season-opening win over Minnesota, fell 5 yards short of R. Jay Soward's 260-yard school record when Arizona held him to one catch for 2 yards in the fourth quarter.

The Trojans never even had to punt — but they needed almost every yard against Foles, who passed for 425 yards and four TDs of his own. Ka'Deem Carey rushed for two touchdowns and caught another scoring pass for the Wildcats (1-4, 0-3).

Washington State 31, Colorado 20 • In Boulder, Colo., Marquess Wilson sped past two defenders and hauled in a 63-yard touchdown pass from Marshall Lobbestael with 1:10 left to lead Washington State to a stunning comeback win over Colorado.

The Buffaloes (1-4, 0-1) were primed for a win in their Pac-12 debut before surrendering two touchdowns in the final 2½ minutes. Colorado had thwarted Washington State's high-powered aerial attack most of the afternoon with a patchwork secondary that included two converted offensive players.

Lobbestael threw for 376 yards and three touchdowns in leading the Cougars (3-1, 1-0) to just their second road win in four years under coach Paul Wulff.