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PASADENA, Calif.(AP) From his perch in the press box, Joe Paterno had a clear view of the havoc unfolding on the field.

Fumbles, missed tackles, ill-timed penalties. It all amounted to an insurmountable first-half deficit that No. 6 Penn State couldn't overcome Thursday at the Rose Bowl against Southern California.

It was enough for Paterno, still recovering from hip replacement surgery, to think about making his way back down to the field in the middle of the 38-24 loss to No. 5 USC.

"Oh ... geez. Yeah, I did but I couldn't," he said with a sigh after the game before being whisked away to the locker room.

Good thing the 82-year-old JoePa is coming back for another season as the leader of the Nittany Lions. He wouldn't have wanted want to go out like this.

The Nittany Lions' highly regarded defense? Shredded by quarterback Mark Sanchez.

Their Spread HD offense stalled until it was way too late.

He remained a voice of reason as USC lit up the scoreboard. If he was thinking about coming downstairs, he didn't share those sentiments with his staff.

"Joe kind of kept his calm and said this thing isn't over yet," said his son and quarterbacks coach, Jay Paterno. "If we can just start to convert some third downs we can get back in this thing and we did to the point where we got back in the game."

Penn State (11-2) did mount a respectable rally with a 17-point fourth quarter. But the early hole was too much to overcome.

"We didn't play as we played all year in the first half," the elder Paterno said. "Against a team as good has Southern California, the way they were playing, you're going to get whipped."

Paterno, the all-time leader in bowl wins and appearances, fell to 23-11-1 in the postseason. Penn State's three-game bowl-winning streak was snapped.

The Nittany Lions defense, which had allowed just 12.4 points a game coming into Thursday, had given up a season-high in points by halftime, trailing 31-7.

Penn State also gave up a season-high 474 yards to the Trojans, surpassing the previous season-high of 372 (Illinois) by early in the third quarter.

And by that time, Penn State's chances for victory had long disappeared as the sun set on southern California.

It was also another woeful Rose Bowl for the Big Ten, which is having a ghastly bowl season.

The Big Ten has lost the last three Rose Bowls to USC, and none of have particularly close. The Big Ten is also 1-6 in the current bowl season, with only Ohio State's Fiesta Bowl matchup against Texas left.

Penn State was a last-second field goal against Iowa away from probably playing for the national championship, but a 24-23 loss to the Hawkeyes knocked the Nittany Lions out of that chase.

A Big Ten championship put Paterno's team in the Rose Bowl for the first time since 1995. And the Nittany Lions looked as if they could challenge the Trojans early.

The Nittany Lions' hopes swelled late in the first quarter after quarterback Daryll Clark's 9-yard touchdown run tied the game at 7.

Then came the USC onslaught and it was 31-7 at the half.

USC exploited Penn State's "bend-but-don't-break" defense. The secondary, which played back mostly in zone coverage, either couldn't get to USC's receivers in time or missed tackles.

The Nittany Lions couldn't take advantage of good plays, either.

Maybin stripped Sanchez in the backfield early in the first quarter, and Penn State's Ollie Ogbu recovered the fumble. But the play was called back after Maybin was whistled for offsides on a drive that eventually led to USC's opening touchdown.

The offense had some bad luck in the first half, too.

Clark and receiver Deon Butler connected on a long pass play that would have put the ball inside the USC 10, but that was negated by an illegal shift flag.

Stephfon Green turned a screen into a 30-yard gain to midfield, but he fumbled on Cary Harris' tackle and the Trojans recovered.

The Nittany Lions finally found some momentum late, holding USC to just seven points in the second half. Clark's 9-yard scoring strike to Jordan Norwood closed the gap to 14 with less than five minutes left in the game.

Fittingly, though, the game ended with Harris intercepting Clark in the end zone.

Despite the pain in his hip that hindered him all season, Paterno's 43rd season as Penn State's coach was a success.

Now with a new hip and a new three-year contract, he can start working on No. 44.