The Bruins' DeShaun Foster ran for two touchdowns.(AP)

DeShaun Foster ran for two fourth-quarter touchdowns, and the No. 16 Bruins withstood two late scoring passes from David Carr to Charles Smith for a 24-21 victory over the Bulldogs on Saturday.

"We're 2-0, but I am very concerned," Toledo said. "We have to get a better performance from our quarterback position to be successful. We have to pick up blitzes, we have to see guys open, we need to get better fast."

The Bruins, who beat then-No. 3 Alabama 35-24 in their opener, face current No. 3 Michigan next Saturday at the Rose Bowl.

When asked who the quarterback will be, Ryan McCann or Scott McEwan, Toledo replied: "I don't know, I've got to think about it. We'll talk about it Monday."

Starting quarterback Cory Paus separated his throwing shoulder on the first play of the Alabama game and will be sidelined for at least two more weeks. McCann was effective against the Crimson Tide, but not against Fresno State, at least in the view of Toledo.

McCann threw a 20-yard touchdown pass to Freddie Mitchell in the first quarter, but was relieved by McEwan after completing 12 of 23 passes for only 106 yards in the first half. McEwan was 5-of-10 for 29 yards while playing the entire second half.

"We had no rhythm in the first half, we had no consistency," Toledo said. "That's why I made the change. I gave Scott the chance, and he did a nice job."

Toledo gave Fresno State credit for giving his team a difficult time, but added firmly, "We did not execute."

Foster scored on a 1-yard run on fourth-and-goal with 11:16 remaining, and a 49-yard burst less than 2½ minutes later to give the Bruins what appeared to be an insurmountable 24-7 lead.

However, Carr threw scoring passes of 16 and 32 yards to Smith to make it a three-point game with five minutes to play.

The Bulldogs (0-2) got the ball back with 2:39 left at their own 34, and moved to the UCLA 43 before Carr fumbled a snap from center and Marques Anderson recovered with 1:17 remaining for the game's only turnover. The Bruins then ran out the clock.

"You don't even think about the snap, the fumble just happened," Carr said. "I would have ripped my arm off to get it back. But it didn't happen. I don't think we ran out of time, we could have and should have won."

The Bruins were given all they could handle by Fresno State, a 14-point underdog. The Bulldogs finished with 275 yards of total offense to 270 for UCLA.

"It's hard when you work this hard and lose," Fresno State coach Pat Hill said. "We've had a lot of games like this. This is not a moral victory, I'm only interested in wins. We had control of this game. When we got down, a lot of teams would have quit. We didn't."

Foster, who gained a career-high 187 yards on a school record-tying 42 carries against Alabama, picked up 140 yards on 29 attempts. He had only 48 yards on 15 carries in the first half.

Carr completed 20 of 33 passes for 249 yards and three touchdowns.

"We had a great game until the fourth quarter," UCLA cornerback Ricky Manning Jr., who is from Fresno, said of the Bruins' defense. "We were not surprised by the way they played. The emotion didn't decide the game, it was execution. The team that played the better football won this game."

Perhaps so, but barely.

The Bruins got off to a disastrous start. After failing to get a first down on the opening series, punter Nate Fikse was unable to handle the snap from Jeff Grau and lost 23 yards to the UCLA 6. Three plays later, Carr threw a 3-yard touchdown pass to freshman Alec Greco to give the Bulldogs a quick lead.

The Bruins then moved 83 yards to tie the game on the McCann-to-Mitchell pass. The Bulldogs helped out greatly by committing three personal fouls on the drive.

Fresno State was penalized 10 times for 116 yards overall, prompting Hill to say: "I'm not going to complain about the penalties. You saw the same game I did."

Both teams blew scoring chances in the second quarter.

Smith returned a punt 75 yards to the UCLA 7, but tripped in the open field to keep him from scoring. Then, James Tillman was held to no gain on a fourth down running play from the 2.

Smith said his foot barely brushed a teammate, causing him to take an odd step and fall.

UCLA drove to the Bulldogs' 13 immediately thereafter, but Foster was held to no gain on a fourth-and-1 play.

The game was played before a crowd of 45,605 at the Rose Bowl, where 76,640 watched the Alabama-UCLA game.