STATE COLLEGE — Penn State coach Bill O'Brien spent seven years working as an assistant under George O'Leary when the two were at Georgia Tech in the late 1990s and still considers the UCF coach a mentor and a friend.
Saturday night, the teacher handed the student one more important lesson about underestimating an opponent.
Blake Bortles passed for 288 yards and three touchdowns and the Knights stunned the Nittany Lions 34-31 on Saturday night, dimming some early season optimism in Happy Valley.
Storm Johnson ran for a career-high 117 yards and a score and added a touchdown reception as UCF (3-0) beat a Big Ten team for the first time in school history. The Knights never trailed, having its way against Penn State's defense to give the newly minted American Athletic Conference a shot of respectability.
"We didn't tackle very well, they blocked us, they made some plays," O'Brien said. "Give them a lot of credit, they had a good plan. We made mistakes on both sides of the ball."
Zach Zwinak rushed for 128 yards and three touchdowns for the Nittany Lions (2-1) but also fumbled inside UCF territory with less than 6 minutes remaining, blunting a late Penn State rally.
Penn State's Christian Hackenberg completed 21 of 28 passes for 262 yards and a touchdown but the Nittany Lions couldn't quite catch the faster, sleeker Knights after spotting UCF an 18-point lead.
"I think we're always in the game," said wide receiver Allen Robinson, who finished with nine receptions for 143 yards and a score. "I think we showed that at the end of the game. We gave ourselves a shot, we just fell a little short."
Penn State drew within three when Hackenberg hit Robinson for a 5-yard touchdown with 2:51 to go. Rather than attempt an onside kick, the Nittany Lions kicked it deep figuring a stop would give them enough time to get the ball back with a chance to tie.
It never happened.
Bortles hit J.J. Worton to convert a third down and UCF ran out the clock. Bortles flopped to the turf when the final gun sounded as his teammates sprinted onto the field in celebration.
O'Brien called it the biggest win in the decade he's been on the job. Hard to argue after UCF did whatever it wanted for long stretches, rolling up 507 total yards out of a variety of formations to keep Penn State off balance.
"We tried everything," defensive coordinator John Butler said. "That's the one thing I know I can say is we emptied the game plan. We tried to play man, we tried to play zone, we tried to play half man, half zone. They did a good job."
Over and over and over again.
The Knights were hardly intimidated by the atmosphere or a Penn State defense that came in allowing just 221 yards per game. UCF easily topped that total in the first half alone. Bortles led UCF on a 13-play, 89-yard drive to open the game, with Johnson finishing it off by taking a swing pass and slipping into the end zone for a 4-yard touchdown.
The Nittany Lions responded immediately, moving briskly to tie the game when Zwinak bulled over from 4 yards out.
Johnson pushed the Knights back in front with a 58-yard sprint down the right sideline and UCF upped the lead to 14 points when J.J. Worton made an acrobatic grab in the back of the end zone, dragging a foot before rolling out of bounds.
A 47-yard field goal by Sam Ficken only temporarily halted UCF's momentum. The Knights were driving to score yet again late in the half before Bortles made a rare mistake when Penn State cornerback Malcolm Willis gambled and leaped in front of a pass down the left sideline. Willis held onto the ball as he crashed to the ground. The interception was the first in 233 attempts by Bortles, snapping the longest active streak in the nation.
It merely served as a speed bump on a night UCF showed the AAC is more than just No. 7 Louisville and a bunch of nobodies.
Bortles hit Josh Reese for a 25-yard touchdown pass to put UCF 28-10 early in the third quarter and the Knights did just enough down the stretch to avoid a late collapse.
UCF gets a week off to enjoy the victory before facing No. 13 South Carolina. The Nittany Lions, however, head back to work against Kent State with plenty to fix.
"It hurts," Hackenberg said. "I feel like I could have done some things better. But at the end of the day, UCF deserves all the credit. They played better than we did today."
Follow Will Graves at www.twitter.com/WillGravesAP