Colorado played without its starting quarterback, Craig Ochs, who remains sidelined due to a concussion. Backup Robert Hodge, who completed only one pass last week, was 11 of 22 for 117 yards.
Both teams started off slowly, until UCLA scored in the second quarter on a receiver pass from Jon Dubravac to Craig Bragg to make the score 7-0.
Colorado's running game then got on track, capped by a 19-yard touchdown run by Brown. Colorado ended the half with a field goal and went into halftime ahead, 10-7.
The second half was a one-sided affair. Colorado mounted two scoring drives while its defense stopped UCLA's offense. The Buffaloes's 41-yard drive was finished by a 7-yard touchdown run by Brown after Colorado's Kory Mossoni intercepted a Cory Paus pass. Colorado converted the 2-point conversion. UCLA responded with a field goal, and Colorado led 21-13.
The fourth quarter saw Colorado continue to run through UCLA's defense. The Buffaloes scored a field goal and touchdown (Brown again, on an 8-yard run) on two successive drives to put the game out of reach. UCLA scored a touchdown, a 5-yard pass from Paus to Craig Bragg, with 4:12 left in the game.
UCLA's Cory Paus completed 21 of 35 passes for 189 yards and one touchdown, while being sacked three times. UCLA, which was averaging over 200 yards a game on the ground in its first two games, could only gain 62 yards on 28 carries. Manuel White led the Bruins in rushing with 36 yards.