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PASADENA, Calif. -- Just when it looked like the UCLA Bruins were going to pull away, Matt Barkley and the USC Trojans brushed off a horrific start and trail 24-14 at halftime.

The Bruins jumped out to a 24-0 lead, capitalizing on a Barkley interception on the first offensive play of the game and a Marqise Lee fumble.

A very efficient first half from quarterback Brett Hundley (16-of-19, 141 yards, one passing touchdown, one rushing) and the powerful running of Johnathan Franklin had the Bruins in the driver’s seat.

But after UCLA scored on its fourth straight possession, Barkley finally got USC on the board with 5:58 left in the half on a 33-yard touchdown to Nelson Agholor. The Trojans defense finally got a stop and Barkley hit Randall Telfer on a 2-yard touchdown pass.

Barkley is 9-of-15 for 135 yards with two touchdowns and an interception. UCLA gets the ball to start the second half.

The USC Trojans (No. 18 BCS, No. 21 AP) and UCLA Bruins (No. 17 BCS, No. 17 AP) haven't matched up in a game that meant this much in a long time.

The winner of Saturday's 12 p.m. PT game at the Rose Bowl will secure the Pac-12 South title and earn a trip to the conference championship to compete for a bid to another game at the Rose Bowl.

Here are 10 things to watch in the winner-take-all matchup:

1. Mora vs. Kiffin. Long-term, the most important takeaway from this game will be who takes the upper hand between the two coaches who seem destined for a nice rivalry. Jim Mora and Lane Kiffin have the perfect mix of similarities and differences to make things interesting -- coaching bloodlines, NFL failures and recruiting successes, plus their opposite personalities. Mora is engaging and exciting as a speaker; Kiffin is, at his best, mildly entertaining. But who's a better coach? Perhaps we'll find out on Saturday.

2. More Marqise Lee. Lee hasn't lost any of his luster over the past couple of weeks, as he continues to be probably the second-hottest player in the country, behind only Johnny Manziel of Texas A&M. The whole defense thing from last week didn't work out, and Lee said he won't be playing there this week, but even so, he should be able to exploit a weak UCLA secondary. Lee is just 14 catches, 86 yards and four touchdowns away from breaking the Pac-12 single-season marks in all three categories.

3. Strength vs. weakness. If this isn't a recipe for abject disaster, what is? UCLA's biggest weakness is its secondary, and specifically, at corner. USC's biggest strength is its receivers, the top pass-catching duo in the nation. If the Bruins single-cover Lee with Sheldon Price or Aaron Hester at any point, they'll essentially be inviting the Trojans to score a touchdown. If they double- or triple-cover him, they'll be inviting Kiffin to re-explore throwing the ball to Robert Woods, which has never worked out too poorly for USC.

4. Hundley and Franklin. USC has Lee and Matt Barkley. UCLA has Brett Hundley and Johnathan Franklin, and the Bruins' duo isn't far off in terms of overall excitement and ability to explode for dynamic plays. It'll be particularly interesting to see how the Trojans try to stop Franklin, who has reinvented himself this season as an outside runner after running mostly between the tackles in the old Bruins scheme. As for Hundley, he's a dual-threat quarterback who has been more effective as a passer than a runner, and he makes his living passing short to backs and tight ends. In fact, only one of the Bruins' top four receivers is an actual wide receiver, and only four of Hundley's 24 touchdown passes have gone to an actual receiver, not counting newly healthy running back/receiver Damien Thigpen.

5. The offensive lines. No, they won't be battling directly against one another, but the Trojans' and Bruins' lines will collectively determine a lot of what happens at the Rose Bowl. UCLA's offensive line is particularly young and hasn't kept Hundley off the ground, but the Trojans' linemen probably would've been on the hook for more sacks if Kiffin didn't call so many three-step drops because of them. Who will step up to the occasion? If there's an indicator, maybe it's that USC starts a fifth-year senior at center in Khaled Holmes, and UCLA starts a redshirt freshman, Jake Brendel.

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LOS ANGELES -- USC Trojans coach Lane Kiffin has found he keeps asking himself one question when watching UCLA's freshman quarterback, Brett Hundley, on film to prepare for the Bruins this week.

"How can that happen with a freshman?' " Kiffin asks himself.

Hundley is, indeed, a redshirt freshman starring for surprising UCLA this season. He has led the upstart Bruins to an 8-2 start with consistently solid and sometimes spectacular performances.

He has completed at least 64 percent of his passes in every one of his starts. In his worst game of the season, he still threw for 253 yards and two touchdowns on 31-of-47 passing (just with four interceptions.)

Hundley has gone five games without throwing a pick. USC's Matt Barkley, by contrast, has only gone three -- and has five multi-interception games. Hundley only has two.

"He's put together unbelievable numbers the whole season," Kiffin said of Hundley. "It's very unusual."

Kiffin has specifically credited three people with playing a role in Hundley's early success: UCLA head coach Jim Mora, offensive coordinator Noel Mazzone and, in a bit of a different way, running back Johnathan Franklin.

"They've done a great job with him," Kiffin said, speaking of Mora and Mazzone. "It's a great system. They've somehow managed him to be a freshman and not make a ton of mistakes and not turn the ball over a lot.

"A lot of credit to them and him. He's played really well."

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One of the key areas for USC in its upcoming game with UCLA is the ability of the Trojans to stop the Bruins’ run game.

UCLA runs a no-huddle, spread offense featuring senior tailback Johnathan Franklin, who is among the nation’s leading rushers, and redshirt freshman quarterback Brett Hundley, who has been very efficient this season. The ability to successfully run the football has been a big part of why the Bruins are 8-2 in the first year under coach Jim Mora. UCLA offensive coordinator Noel Mazzone is a familiar name for USC fans -- he was at the controls of the Arizona State offense in 2011 when the Sun Devils beat the Trojans in Tempe.

So far in 2012, the Trojans are giving up 3.9 yards per rush, while the Bruins are averaging 4.7 yards per rush with 45 attempts per game. USC has seen varying results against the run in recent weeks against teams who use a spread offense. The Trojans held Arizona State to just 71 rushing yards last week but gave up 321 yards on the ground two weeks ago to Oregon running back Kenjon Barner.

Here are three important ways the USC defense is built to perform in this game:

Stopping Franklin: The all-time leading rusher in UCLA history is also the nation’s No. 6 leading rusher with 1,270 yards. It will be critical for the USC defense to be aggressive and make early contact. The Trojans are No. 4 in the nation in tackles for loss, and that stat will be important to watch as USC hopes to limit the number of open-field runs for Franklin.

The Hundley factor: USC senior safety T.J. McDonald could play a major role here to help contain the young Bruins signal-caller. Hundley isn’t afraid to run the football -- he has 111 rush attempts -- and he has six touchdowns on the ground this year. He is a very steady player and hasn’t been rattled a lot this season but this game will be a step up on every level. Look for Monte Kiffin to use McDonald in different ways to confuse Hundley as much as possible.

Inexperience on the line: The Bruins start three freshmen on the offensive line, and you can be sure the Trojans’ defensive line will be looking to take advantage of that. USC is coming off one of its best D-line performances of the year, and Ed Orgeron’s group is getting production from multiple players right now. Senior end Wes Horton has battled back from an early-season injury to be playing at a high level, while Morgan Breslin and Leonard Williams have been very effective as well.