LINCOLN, Neb. - Bo Pelini didn't like the looks on his players' faces when he turned to them on the sideline while No. 16 UCLA was erasing the Cornhuskers' double-digit lead in the third quarter.
"It was like they saw a ghost," the coach said.
What the 23rd-ranked Huskers -- and the record crowd of 91,471 -- saw was the Bruins making a comeback the likes of which has rarely, if ever, been seen at Memorial Stadium.
In a flashback to their embarrassing performance against UCLA at the Rose Bowl a year ago, Nebraska defenders flailed away as Brett Hundley and the Bruins wiped out an 18-point first-half deficit and beat the Huskers 41-21 on Saturday.
"I think in the second half I kind of got the sense that we needed to try and hold onto the lead," Nebraska quarterback Taylor Martinez said. "I think we were trying to, but we should have just gone out there and tried to just blow them out."
It was the Huskers (2-1) who got blown out in the second half.
The 18 points marked the biggest deficit overcome by a Nebraska opponent in Lincoln since, according to the university yearbook, Washington State erased a 20-0 halftime deficit to win 21-20 in 1920.
Hundley threw three touchdown passes as the Bruins (2-0) lit up Nebraska for 35 points over a 16-minute span.
Nebraska's defense, which has struggled in the biggest games in the past year, allowed 236 yards in the third quarter and 504 for the game.
"The second half was a lot like last year," Pelini said. "We made the tackles in the first half. I don't know how many tackles we missed in that second half but it is a lot. We missed tackle after tackle after tackle."
UCLA's win came six days after Bruins receiver Nick Pasquale was killed when he was struck by a vehicle while he was walking in his hometown and a day before coaches and teammates travel to San Clemente, Calif., for his memorial service.
"You can't believe how tough it was on them," Bruins coach Jim Mora said. "You never want to say you won one for somebody. We didn't win one for Nick. What we tried to do today is go out and play with the type or energy, enthusiasm and passion for the game that would reflect what he meant to us."
The Bruins wore No. 36 patches on their jerseys in memory of Pasquale. The Huskers wore No. 36 decals on their helmets, and there was a moment of silence for Pasquale before the game.
The Huskers, wearing alternate black jerseys instead of their traditional home red, looked to be in total control in the first half.
Then they couldn't stop Hundley and a UCLA offense that gained 653 yards while beating them a year ago at the Rose Bowl.
The Bruins started their barrage with Paul Perkins' 10-yard touchdown run to cut Nebraska's lead to 21-10 at halftime.
Jordon James scored from 3 yards before Hundley threw TD passes of 28 yards to Shaquelle Evans, 12 yards to Phillip Ruhl and 3 yards to Nate Iese.
"We came in at halftime and there weren't a lot of adjustments that needed to be made," Mora said. "It was more of an adjustment in our mindset."
Nebraska came into the game hoping to avenge last year's embarrassing performance against UCLA. Bruins linebacker Anthony Barr, who made 11 tackles and forced three fumbles, said he and his teammates also felt as if they had something to prove.
"A lot people said last year was a fluke," Barr said. "We were listening to that and had a chip on our shoulder coming in here. We didn't play with enough controlled emotion in the first half. The emotion got the best of us and we wanted to do a little bit too much on offense and defense. When that kind of settled down a little bit, we took a deep breath and came out and made a statement."
The Huskers still looked as if they had some life in them when, trailing 38-21, they moved from their 25 to the UCLA 12 early in the fourth quarter.
But Ameer Abdullah fumbled at the 6 after getting hit by Barr.
Nebraska generated more than 19 yards on just two of its last 10 possessions and had only 130 of its 326 yards after halftime.
Hundley completed 16 of 25 passes for 294 yards, with one interception that set up Nebraska's first touchdown. Jordon James ran 22 times for 105 yards and a TD.
Martinez was 21 of 35 for 203 yards and three touchdowns, and Abdullah had 98 yards on 23 carries.