GLENDALE, Ariz. (AP) -- Baylor brought a breathless offense and high expectations to the Fiesta Bowl.
Its first BCS bowl appearance, though, was a big-time bust.
The sixth-ranked Bears, 17-point favorites at kickoff, never led against No. 15 Central Florida in a stinging 52-42 loss Wednesday night.
"I'm extremely disappointed in myself," Baylor coach Art Briles said. "I don't think I did a good job. I don't think we were prepared like we needed to be prepared."
Although he later acknowledged he didn't know what he would have done differently.
This was supposed to be the most one-sided of all the BCS bowls this year, but UCF, not Baylor, had the unstoppable offense. The Bears did roll up 550 yards, but UCF had 556 and fewer mistakes.
"We really didn't play like ourselves on defense," senior safety Ahmad Dixon said. "Guys weren't tackling as well. Guys were busting coverage. A lot of things went wrong."
The Knights (12-1) scored touchdowns on their first two possessions to lead 14-0.
Baylor (11-2) tied it at 28 with 10:18 left in the third quarter, but UCF outscored the Bears 24-14 from there in the highest-scoring Fiesta Bowl and second-highest BCS bowl ever.
The Bears were penalized 17 times for 135 yards to UCF's four penalties for 40 yards.
"I cannot remember the time that we've had that many penalties in a game, without question," Briles said. "Certainly hard to overcome."
Bryce Petty completed 30 of 46 passes for 356 yards and two touchdowns with one costly interception for Baylor. The Bears' Lache Seastruck rushed for 117 yards on 17 carries.
UCF's Blake Bortles was 20 of 31 for 301 yards and three TDs with two interceptions. He ran for a career-high 93 yards on just eight carries, including a touchdown. Storm Johnson gained 124 yards on 20 attempts for the Knights.
"There's not many outside of us who believe we had a chance, but we did and I think we showed what UCF football is all about," Bortles said.
The Knights had turnovers on three consecutive plays in the second quarter but Baylor only got six points out of them.
Eddie Lackey intercepted Bortles' pass at the UCF 32 and, two plays later, Petty threw 30 yards to Levi Norwood for a touchdown, but a bobbled snap on the extra point led to a failed conversion and Central Florida still led 14-13.
On UCF's next play, Johnson fumbled and Sam Holl recovered for Baylor on the Knights 19. But on third-and-5 at the 14, Petty's pass in the end zone was intercepted by Brandon Alexander.
"Honestly, just a lack of execution on my part," Petty said. "We ran that play probably 10 times this year and it's worked every time. That play is one that you can't force. I did it. Unfortunately that was the turning point in the game."
With Baylor down 28-20, the Bears' Aaron Jones missed a 45-yard field goal try as the half ended.
"That was a situation where we needed every point we could get, especially after squandering an opportunity earlier in that quarter," Briles said.
Still, the Bears had many chances after that.
Petty's 50-yard touchdown pass to Jay Lee set up the quarterback's 1-yard TD run to cut the lead to 28-26 with 10:18 to play, then Petty ran up the middle for the 2-point conversion that tied it.
But as was the case all game, the Big 12 champion Bears couldn't hold up on defense. A third-down pass interference penalty on Dixon kept the UCF drive going, and on the next play, Bortles threw 38 yards to Jeff Godfrey to the Baylor 16. Bortles threw 10 yards to Breshad Perriman for the touchdown to put the Knights back on top 35-28.
Bortles' 15-yard run TD made it 42-28, but there was still 13:37 left, an eternity for Baylor's big-play offense.
The Bears got a 9-yard touchdown run from Glasco Martin to cut it to 42-35 less than 2 minutes later.
Again, the Bears couldn't stop UCF.
Johnson's 40-yard touchdown run made it a two-TD game again with 10:26 to go, then Shawn Moffitt's 44-yard field goal put the Knights up 52-35 with 4:44 to go. Petty's 9-yard TD pass to Clay Fuller with under 2 minutes left cut it to 52-42, then UCF recovered the onside kick attempt and ran out the clock.
The ending made it hard for the Bears to feel good about what otherwise was the most successful season in school history.
"In the long run, like coach Briles said, we won the Big 12," Dixon said. "That's what we wanted to do. We made a bowl game. That's what we wanted to do. We made steps towards our goal. We didn't make one goal that we set."