Freddie Mitchell (right) and Brian Poli-Dixon celebrate one of UCLA's big scores.(AP)

Foster, a junior hampered by a sprained ankle most of last season when he gained only 375 yards, scored on a pair of 1-yard plunges in the first half and an 8-yard run late in the third quarter.

"We were going to run him at least 30 times," Toledo said of Foster, a 6-foot-1, 217-pounder who guaranteed in the days leading up to the game that he'd gain at least 1,000 yards this season.

Perhaps he'd better raise his sights.

"A lot of people had counted us out, I wanted to do my part, and I guess my part was to run for a career-high total," Foster said. "It's a great feeling to come back, in the opening game, beat the No. 3 team in the country, and get some respect.

"It's essentially the same team, the line was kind of young, we had a lot of injuries. We knew that once we got everybody back we'd have a good team."

UCLA won convincingly despite the fact that quarterback Cory Paus separated his throwing shoulder on the game's first play.

Toledo said Paus is expected to be sidelined 2-4 weeks.

Ryan McCann stepped in and did an admirable job, completing 14 of 24 passes for 194 yards and one touchdown with one interception -- the only UCLA turnover.

Toledo, starting his fifth year as the UCLA coach, said this win ranked with his best.

"I don't know if we're back," said Toledo, whose team went 10-2 in both 1997 and 1998. "But I'm very excited right now for our football team and the Pac-10."

The Crimson Tide took a 24-21 lead early in the third period when Reggie Myles intercepted a pass by McCann and returned it 91 yards for a touchdown.

However the Bruins needed only three plays to go back on top, scoring when McCann lofted a 46-yard touchdown pass to Freddie Mitchell, a junior who hadn't caught a TD pass since his freshman year.

Jason Zdednek then recovered a fumble by Freddie Milons at the Alabama 48, setting up Foster's third touchdown run with 1:50 to play in the third period, making it 35-24.

The Crimson Tide didn't come close to scoring after that.

"They dominated us on both sides of the line of scrimmage," Alabama coach Mike DuBose said. "We had our opportunities in the first half, we just did not make the plays. I'm disappointed in the way we played, and I'm disappointed in the way I prepared them. They just kept the ball away from us too much."

The Bruins who had 396 yards in total offense to 265 for Alabama, had the ball over 37 minutes to under 23 for the Crimson Tide.

Running behind a veteran offensive line, Foster chewed up an Alabama defense that allowed an average of only 74.5 yards rushing last season.

The Bruins, meanwhile, had one of the nation's poorest defenses a year ago, allowing 444.6 yards to rank 107th -- better than only seven Division I-A teams.

"We beat ourselves," Myles said. "They came out and played their best game. We had a bunch of busted plays."

The game started horribly for the Bruins.

First, Paus separated his shoulder, although he remained in the game for two more plays before UCLA punted.

Milons, one of the nation's most dangerous kick returners, then returned the punt 71 yards for a touchdown to put the Crimson Tide on top 7-0 after only 75 seconds had elapsed.

Bruins coach Bob Toledo had vowed to kick the ball away from Milons, but Nate Fikse's punt was right to him.

However, UCLA bounced back impressively, as McCann, a rangy left-handed sophomore, guided the Bruins to three straight scoring drives.

UCLA used up over nine minutes of play on a 64-yard, 18-play march capped by Foster's 1-yard scoring run -- one of three fourth-down plays the Bruins converted on the drive.

Mitchell then threw a 31-yard touchdown pass to fellow wide receiver Brian Poli-Dixon, who made a stretching catch at the back of the end zone, and Foster scored on another 1-yard run to make it 21-7.

Perhaps stunned at that stage, the Crimson Tide got a 1-yard touchdown run from Ahmaad Galloway and a 38-yard field goal from Neal Thomas to cut UCLA's lead to 21-17 at halftime.

Alabama quarterbacks Andrew Zow and Tyler Watts were both ineffective, and the Crimson Tide were unable to run the ball with any success. Zow was 8-of-23 for 92 yards, and Watts, who relieved Zow late in the third quarter, was 3-of-7 for 27 yards.

Many in the crowd of 76,640 wore Alabama red, nullifying UCLA's homefield advantage to some degree. The Crimson Tide sold their allotment of 17,000 tickets, and it appeared they had many more fans than that on hand.

Alabama was playing in Pasadena for the first time since Jan. 1, 1946, when the Tide beat Southern California 34-14 in the last Rose Bowl game that wasn't a matchup of Pac-10 and Big Ten teams.