TUCSON, Ariz. -- Oregon quarterback Jeremiah Masoli watched as red-clad Arizona students ringed the sidelines as time ticked down, ready to rush the field.

"I saw it and I actually smirked," Masoli said. "It was kind of funny. I wasn't really worried about it."

The Ducks' gifted quarterback ruined the celebration in Arizona Stadium and started another one in Eugene.

Masoli tied it with a touchdown pass to Ed Dickson with six seconds left, then won it with a 1-yard run in the second overtime as No. 11 Oregon defeated Arizona 44-41 on Saturday night and took a big step toward the Pac-10 title.

The Ducks (9-2, 7-1 Pac-10) will earn a Pac-10 title and Rose Bowl berth with a victory over No. 20 Oregon State in a winner-take-all Civil War on Dec. 3 in Eugene.

Masoli threw for three scores and ran for three more as the Ducks rallied from a 24-14 deficit early in the fourth quarter.

"Our guys didn't flinch," Oregon coach Chip Kelly said.

Nick Foles threw four TD passes for Arizona (6-4, 4-3), which was eliminated from Rose Bowl contention.

"That was a real tough loss, especially for the kids," said Arizona coach Mike Stoops, whose team lost for the first time at home. "We did really well tonight with getting Oregon out of their comfort zone. They've got a very good quarterback, and that is definitely what makes the difference."

Facing relentless pressure from the Wildcats, Masoli struggled at times, fumbling twice and throwing an interception that led to Arizona's first score.

But Masoli was there when the Ducks needed him most. He was unstoppable late in the game, then took over in overtime.

After Masoli hit Jeff Maehl for a 4-yard score on Oregon's first overtime possession, Foles hit Juron Criner with a 3-yard strike to tie it at 38-38.

In the second OT, Oregon forced Arizona to settle for a 41-yard field goal by Alex Zendejas.

A touchdown would win it for Oregon, and Masoli quickly produced it.

He hit Dickson for 22 yards, and three plays later Masoli bulled over from a yard out.

"I was just resolved," Masoli said. "I'm just really happy with the result and really proud of our guys. They just played their hearts out the whole time."

Minutes early, Oregon tied it at 31-31 when Masoli hit Dickson in the back of the end zone for an 8-yard score.

That stunning strike came after another minor miracle for the Ducks. Oregon had tied it at 24-24 midway through the final quarter on a 43-yard field goal by Morgan Flint -- a line-drive kick that hit the crossbar and bounced through the uprights.

Arizona took a 31-24 lead midway through the fourth quarter on a 71-yard screen pass from Foles to Criner, who outraced the defense to the end zone, fighting off two defenders over the final 10 yards.

Arizona appeared ready to run the clock out on its next possession. But Oregon's Talmadge Jackson III picked off a pass in the end zone, giving the Ducks one last shot.

"That changed the whole perspective of the game," Oregon cornerback Cliff Harris said.

The Ducks took over at their own 20 with 3:11 to play. As students began to mass on the sidelines, Masoli guided the Ducks downfield in 15 plays and 3:05, scoring with six ticks to spare.

Masoli completed 7 of 11 passes for 54 yards on the drive and also ran for 13 yards.

"It [upsets] you for the most part because you let opportunities like that slip away," Arizona free safety Cam Nelson. "It's hard to know you could have won a game, or you were supposed to win a game, and then you end up losing."

On a 70-degree night in the desert, Wildcats faithful packed Arizona Stadium for one of the bigger games in school history. But this was a matchup few had circled in September.

The Wildcats were picked to finish eighth in a preseason poll of reporters regularly assigned to the conference. Oregon, meanwhile, seemed adrift after opening with a 19-8 defeat at Boise State - a loss that made national news when tailback LeGarrette Blount punched a Broncos player after the game and was suspended for the season. He dressed Saturday night but did not play.

Oregon had scored at least 40 points in six of seven Pac-10 games, including its last four, and the Ducks looked unstoppable on the game's opening possession. They marched 74 yards in nine plays, with Masoli snaking 14 yards up the middle to give Oregon a 7-0 lead.

Masoli made it 14-0 with a 9-yard strike to Maehl early in the second quarter.

But the Wildcats cut the deficit in half on a Foles' first TD pass, a 5-yarder to Criner, who caught three touchdown passes.

Arizona scored 24 straight points before the Ducks awoke and rallied.

"We just have perseverance," Masoli said. "That's one of the characteristics of this team. Everybody on our team believed to the end."