Arizona State improved to 9-2 overall, 7-1 in Pac-12 play, even though it scored only a field goal in the second half.
UCLA fell to 8-3 overall, 5-3 in conference play.
UCLA had a chance at the end, taking over at its own 35-yard line with 3 minutes 21 seconds left in the game.
The Bruins picked up one first down on a 15-yard pass from Brett Hundley to Shaquelle Evans that moved the ball to the Arizona State 45, but UCLA went backward from there.
Two 10-yard penalties set the Bruins back, and a sack by Davon Coleman set UCLA back even further.
UCLA's season came down to a fourth-and-30 pass play from Hundley to Jordan Payton that gained only 16 yards.
Hundley completed 15 of 17 passes in the second half. His game totals: 18 of 26 for 253 yards and two touchdowns with one interception.
Arizona State quarterback Taylor Kelly completed 20 of 26 passes for 225 yards and a touchdown. He also was the game's leading rusher, with 97 yards and a touchdown in 22 carries.
Arizona State ran for 232 yards.
The Sun Devils beat both of L.A.'s Pac-12 teams this season for the first time since 1999.
After some huge runs by Brett Hundley and Paul Perkins moved UCLA inside the Arizona State 10-yard line, the Sun Devils defense came up with the play of the season so far.
On a third-and-six from the seven, Hundley was sacked by Chris Young, forcing a 38-yard field-goal attempt by Ka'imi Fairbairn.
Fairbairn, who crushed a 48-yard kick straight through the uprights early in the game, was wide right with less than five minutes to play in regulation.
A 15-yard, tackle-breaking run by Brett Hundley on a third-and-nine play.
UCLA is backed up at its own 17 with less than 10 minutes to play in regulation.
Arizona State 38, UCLA 33(11:25 left in fourth quarter)
When in doubt, the UCLA offense likes to turn to its roster of defensive players.
On a season-breaking fourth-down-and-two call from the Arizona State 47, Brett Hundley threw a pass to ... pause for dramatic effect ... defensive tackle Eddie Vanderdoes for 18 yards and a drive-extending first down.
Usually, you can't even make stuff like that up.
Then, a couple of plays later, he hooked up with wide receiver Shaquelle Evans -- yes, he's actually full-time on offense -- for 27 yards and a touchdown.
Hundley's try at a pass for a two-point conversion was intercepted.
Arizona State 38, UCLA 27 (1:07 left in third quarter)
The Sun Devils not only played keep-away, stalling UCLA's furious momentum, they also tacked on a field goal.
Zane Gonzalez hit from 28 yards out, his 15th consecutive field goal. His last miss was back in September against Stanford.
Arizona's State moved 65 yards in 13 plays, chewing up nearly seven minutes.
Arizona State 35, UCLA 27 (7:57 left in third quarter)
Great strategy by UCLA, having two players wearing No. 3 on a punt return.
That's not allowed, and the Bruins were penalized, costing them a nice return.
So Arizona State went to punt again ... and couldn't get it off, setting up a UCLA touchdown.
The snap on the second punt try was low and Alex Garoutte couldn't get a kick off before he was grabbed by UCLA linebacker Kenny Orjioke.
Garoutte lost control the of the ball and it was grabbed by UCLA's Anthony Barr, who took it to the 15.
Paul Perkins scored for UCLA on a one-yard run.
Arizona State 35, UCLA 20 (11:38 left in third quarter)
We have a pulse!
UCLA drives 79 yards in 10 plays on its first possession of the second half.
And welcome to the game, Brett Hundley.
The UCLA quarterback, quiet in the first half, completed all five of his passes for 64 yards on the drive.
Myles Jack scored the touchdown on a three-yard run. He has six touchdowns in three games as a running back.
Welcome to what has been, for a half, the Taylor Kelly Show.
Arizona State's quarterback is having a Rose Bowl field day against a Jack-less UCLA defense.
With Arizona State leading UCLA, 35-13, at halftime, Kelly is the leading rusher with 84 yards and a touchdown in 14 carries. He has also completed 11 of 16 passes for 149 yards and a touchdown.
The Sun Devils, who can clinch the Pac-12 South and a spot in the conference title game with a win, have gained 208 yards rushing and hold a 357-136 edge in total yardage.
Marion Grice has run for 68 yards in 13 carries for the Sun Devils.
Myles Jack hasn't played at all on defense for UCLA, but he has run for 73 yards in 10 carries.
Brett Hundley has been sacked four times and has completed three of nine passes for 65 yards and a touchdown with an interception.
The interception was returned 19 yards for a touchdown by Arizona State linebacker Carl Bradford.
Arizona State 35, UCLA 13 (5 seconds left in second quarter)
Forty-seven seconds on the clock, 62 yards away.
For Arizona State and quarterback Taylor Kelly, that was five more seconds than needed.
Kelly took the Sun Devils the distance, running for 23 yards and completing two passes for 39 yards.
Jaelen Strong made a leaping catch just inside the end zone along the right sideline for the touchdown.
Arizona State 28, UCLA 13 (58 seconds left in second quarter)
Sometimes stars are discovered by accident.
Where has Ishmael Adams been all season?
With UCLA missing its top two choices on kickoff returns, the Bruins turned to Adams today and he's been electifying.
He went 58 yards on his first return and now 69 yards to the Arizona State 31.
His return set up a 23-yard field goal by Ka'imi Fairbairn.
Arizona State 28, UCLA 10 (2:36 left in second quarter)
The Sun Devils are running on UCLA's defense.
Arizona State's 12-play, 69-yard scoring drive included 55 yards via runs.
Backup quarterback Michael Eubank, from Corona, scored from one yard out on a fourth-down sneak.
Midway through the second quarter, UCLA quarterback Brett Hundley has already been sacked four times.
He has lost 23 yards in five carries -- the four sacks and another play when just about any other quarterback on the planet would have been sacked. Hundley escaped for a short gain.
A 37-yard run by Myles Jack goes for naught.
Ka'imi Fairbairn is wide left on a 40-yard field-goal attempt.
La Palma Kennedy High graduate Kip Shuman (Kennedy 1978; UCLA '84), visiting from Colorado, says crowd at Rose Bowl is "electric."
That usually happens only once a year. On January 1.
Then again, he's from Boulder and isn't used to real Pac-12 football.
Arizona State 21, UCLA 10 (14:56 left in second quarter)
Brett Hundley delivering gifts early.
His second-down pass deep in UCLA territory neer made it past the line of scrimmage.
Linebacker Carl Bradford snatched it out of the air and rambled 19 yards for a touchdown.
Arizona State has 18 interceptions this season, and 26 turnovers overall. The Sun Devils have turned those mistakes into 108 points.
This observation from Times beat reporter Chris Foster:
"Maybe UCLACoach Jim Mora was right. Myles Jack is a linebacker. He has not played LB yet. Both ASU TD runs to what would be his side."
Arizona State 14, UCLA 10 (32 seconds left in first quarter)
Taylor Kelly may rule Los Angeles.
He crushed USC and got Lane Kiffin fired. Now he's trying to push UCLA out of the Rose Bowl race.
Taylor just led an eight-play, 84-yard scoring drive, with D.J. Foster running three yards for a touchdown.
Taylor completed three passes for 55 yards on the march, and ran twice for 19 yards.
UCLA 10, Arizona State 7 (3:30 left in first quarter)
Ka'imi Fairbairn just equaled his career long on a field goal, blasting through a kick from 48 yards out with plenty of room to spare.
Backup cornerback Priest Willis with a nice pass breakup on third down as starter Fabien Moreau rides a bike on the sideline.
Willis' play forces a punt -- which Paul Perkins returned 48 yards to the Arizona State 31.
Just an aside here, but I enjoy the sentiment expressed by L.A. Times columnist Bill Plaschke in a recent tweet:
"Those Oregon players who said they thought the Rose Bowl wasn't a big deal? Glad to see they don't have to worry about it anymore."
UCLA 7, Arizona State 7 (12:10 left in first quarter)
Oh-oh. Potentially a blogger's nightmare. Looks like we have one of those.
Arizona State's offense wasn't even finished slapping backs and hands on the sideline when UCLA struck back.
Ishmael Adams took the kickoff back 58 yards to the Arizona State 42, and on the first play from there quarterback Brett Hundley connected on a touchdown bomb to Devin Lucien.
Buckle up the kids.
By the way, Myles Jack didn't start on defense for UCLA, but he was in there at tailback on the Bruins' one and only offensive play.
Arizona State 7, UCLA 0 (12:26 left in first quarter)
Paging the UCLA defense. Hello? Anybody?
Arizona State came out blasting out of the gate at the Rose Bowl, driving 76 yards in seven plays with quarterback Taylor Kelly scoring on a three-yard run.
One Bruins player in particular was missing on the march: linebacker Myles Jack, who didn't play a down.
Is he being saved now for offense?
Arizona State has 38 touchdowns and 16 field goals in 59 trips into the red zone this season.
L.A. Times beat reporter Chris Foster, reporting from the Rose Bowl, says UCLA may need Myles Jack more than ever this evening in its Pac-12 South showdown against Arizona State.
Running back Steven Manfro is not suited up, which means the Bruins are without their top two kickoff returners. As previously reported, receiver Devin Fuller is also in street clothes.
Fuller averages 28 yards a return. Manfro, who has an ankle injury, averages 24.8 yards per return.
During training camp, UCLA Coach Jim Mora talked about possibly using Jack on kickoff returns. Today could be the day.
Jack, a linebacker, has already been successful as a running back. But you probably already knew that.
Devin Fuller, UCLA's leading receiver, is not dressed for Saturday's game at the Rose Bowl against Arizona State.
Fuller, is believed to have a hip injury. He has 40 receptions for 453 yards and four touchdowns, and his absence leaves UCLA without one of its big-play threats.