In 2007, Matt Scott and Matt Barkley faced off as high school quarterbacks in California. Barkley won that matchup, but five years later Scott had his revenge in leading Arizona to a 39-36 victory against No. 10 USC.

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It was never pretty, and Scott couldn’t even finish the game after suffering a potential concussion, but the Wildcats pulled out their first victory against the Trojans since 2009.

“I’m just really proud of our guys,” head coach Rich Rodriguez said. “They hung in there and played well.

“Our guys have a lot of resiliency. It’s good to win a close one.”

Arizona received a scare from Scott, who finished with 369 passing yards, four total touchdowns and 100 rushing yards, in the fourth quarter. With less than seven minutes remaining, and the UA with a slim four-point lead, Scott ran the ball for eight yards and into USC’s red zone.

He was at the receiving end of a helmet-to-helmet hit on the play, and a few seconds later walked over to the 30-yard line and began puking. After two Arizona timeouts, Rodriguez didn’t pull Scott from the game. Instead, Scott hit receiver David Richards for a go-ahead 9-yard touchdown pass.

“Matt Scott is a stud. He’s phenomeneal, he’s a competitor,” Rodriguez said. “We [didn’t] know if he’s all there, but he looked pretty good on that throw. Holy cow, he made a heck of a throw. He might’ve been a little foggy at the time but from my vantage point whatever he had for breakfast is no longer in him.”

On the next USC drive, the Arizona defense was unable to make a stop. After a 72-yard kick return from receiver Marqise Lee, the Trojans eased their way into the end zone, finishing on a 10-yard touchdown run from running back Silas Redd, bringing the score to 39-36 in Arizona’s favor.

Scott was pulled from the next drive, replaced by backup B.J. Denker, and Arizona unsurprisingly ran the ball every one of seven plays on that drive. After punting the ball to USC, Barkley took control with 55 seconds remaining.

The Trojans brought the ball all the way to the Arizona 48-yard line, but a last second Hail Mary proved unsuccessful.

Scott’s performance, coupled with Austin Hill’s 259 receiving yards and five USC turnovers, helped overcome a stellar offensive performance from both Barkley and Lee, who set a Pac-12 record with 345 yards on 16 catches, plus two touchdowns.

Barkley completed 31-of-49 passes for 493 yards, three touchdowns and two interceptions — both of which came at the hands of linebacker Marquis Flowers.

“They had one very good weapon,” linebacker Jake Fischer said of Lee. “That’s probably the best performance I’ve seen in my life.”