Ryan Schneider hit on 22-of-44 throws for 304 yards and two scores in the loss for UCF (5-5).
Just over two minutes into the game, UCF opened the scoring on a one-yard touchdown plunge by Schneider. Arkansas answered with a 25-yard field goal by Brendan O'Donohoe, giving the Golden Knights a 7-3 lead after one quarter.
The Razorbacks gained a 10-7 advantage at 3:16 of the second quarter on an 81- yard touchdown scamper by Talley.
Golden Knights' kicker Javier Beorlegui hit a 21-yard field goal before halftime, knotting the score at 10-10 at the halftime intermission.
Talley got things going in the third quarter with his second touchdown run of the game from 38 yards out. Zak Clark then threw a nine-yard scoring strike to Richard Smith to give the Razorbacks a 24-10 advantage heading into the final period.
In the fourth quarter, Beorlegui and O'Donohoe each connected on field goals. Schneider then threw a 52-yard touchdown pass to Luther Huggins to cut the deficit to 27-20, but UCF could draw no closer.