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Coach Kyle Whittingham didn't want to criticize the referees. He knows where that leads.

But, still.

In between stunning turnovers and remarkable touchdowns, the Utes and Trojans combined for a staggering 27 penalties in USC's 38-28 victory at Rice-Eccles Stadium on Thursday night for a combined 222 yards.

"Twenty-seven penalties in one game?" Whittingham said. "Gimme a break. Let the kids play. That's all I'll say. I'm not saying good or bad officiating. Just let 'em play."

The Trojans had 14 penalties, the Utes 13 — and not one infraction was left uncalled, it seemed.

They had offsides, personal fouls, false starts, and a facemask. Holding, pass interference, and illegal substitution. A roughing the passer penalty fueled one USC touchdown drive, while an illegal-man-downfield call negated a trick-play Utah touchdown pass that would have given the Utes a 28-24 lead going into halftime.

The player the referees cited with being downfield "was definitely not downfield," Whittingham said. "Maybe they got the [jersey] numbers mixed up. I have to go to the film, to see for sure. But we know for sure the guy they said was downfield was not downfield. That was big."

Utah's Brian Blechen had his helmet knocked off by personal foul penalty in the third quarter — by whose halfway mark, the teams hit 20 penalties.

"I don't know if it was the refs, or just people playing hard," he said. "I think it's just people's competitiveness. Both teams. Not trying to be dirty. It's just what's going to happen."

Remarkably, it wasn't even close to a school record for penalties. The Utes committed 21 by themselves against Utah State in 1983.