PASADENA, Calif. (AP) -- Chip Kelly expected the avalanche of offense produced by Oregon and Wisconsin in the 98th Rose Bowl, knowing his Ducks would need the late breaks that always eluded them in their BCS bowl losses the past two years.

Maybe that's why the Ducks coach practically took flight in excitement when Wisconsin receiver Jared Abbrederis' fumble in the final minutes plopped right down near the Oregon sideline, inexplicably nestling in the grass like an Easter egg for Michael Clay to find.

Oregon has been very good throughout Kelly's three seasons. The Ducks finally were lucky as well Monday night, and now they're Rose Bowl champions for the first time in 95 years.

Darron Thomas passed for three touchdowns, De'Anthony Thomas scored on runs of 91 and 64 yards, and the No. 6 Ducks earned their first bowl victory under Kelly, holding off the Badgers 45-38 in the highest-scoring Rose Bowl ever played.

"Any time you win, it feels unbelievable, and the thing that gets you excited is when you can share it with your players," said Kelly, whose leaping excitement after Abbrederis' fumble betrayed excitement behind that calmly cerebral exterior. "When they see the fruits of their labor pay off, that's why you win. I've never been around a harder-working group of guys."

The Ducks (12-2) needed more than hard work to survive this slugfest between two of the nation's top offenses. They needed two strokes of good fortune in the final minutes.

After Abbrederis' fumble and a punt with 23 seconds left, Russell Wilson moved the Badgers to the Oregon 25 with two long passes, but the Badgers were down to 2 seconds and no timeouts. After waiting for the ball to be set, Wilson spiked it to set up a last-ditch heave to the end zone, but the clock hit zeros while he did it.

The Ducks held each other back on the sideline during a video review that confirmed time had run out. They stormed the hallowed field after holding Wisconsin scoreless in the fourth quarter, celebrating the biggest victory yet in Kelly's three-year football revolution.

"We had no doubt this year that we were going to come out and do big things," said Darron Thomas, who passed for 268 yards. "It's a big statement for the Oregon program."

Indeed: The last time Oregon won the Rose Bowl, beating Penn 14-0 in 1917, the players wore leather helmets, not the impossibly shiny creations they sported Monday. The Ducks' innovations aren't confined to their wardrobes, and Oregon has now proved its unorthodox style can win even the biggest games.

"None of us were around 95 years ago, and we never talked about it," Kelly said. "We're a forward-thinking operation, and we're always looking ahead."

Oregon's forward-thinking schemes produced 621 total yards - second-most in Rose Bowl history - against the tough Badgers, playing at its usual frantic pace until the final whistle. Lavasier Tuinei caught eight passes for 158 yards and two TDs, including the go-ahead score with 14:35 to play.

Montee Ball rushed for 122 of his 164 yards in the first half for the Badgers (11-3), who lost the Rose Bowl for the second straight year despite managing 508 yards of their own. Wilson repeatedly moved Wisconsin in the final minutes of his spectacular single season, but Abbrederis' mistake and the expiring clock were too much.

"It would have been nice to have a chance there," said Wilson, who passed for 296 yards and two scores. "With 1 second left, I think we could have capitalized."

The Ducks don't doubt it. The Granddaddy of Them All had never seen this many points, beating the record 80 scored by Washington and Iowa in 1991.

"We knew we had to score almost every time we touched the ball," Wisconsin tailback James White said.

The Ducks and Badgers produced the highest-scoring first quarter (14-14) and first half (28-28) in Rose Bowl history, eventually surpassing Washington's 46-34 win over Iowa 21 years ago when Wisconsin coach Bret Bielema was a Hawkeyes lineman. Oregon's yardage fell just short of USC's 633 yards against Illinois in 2008.

Ball tied Barry Sanders' FBS record with his 39th touchdown of the season, but the Heisman Trophy finalist was held to three carries for no yards in the fourth quarter. Every Badgers skill player had regrets about the scoreless fourth quarter - nobody more than Abbrederis.

"I have to be more careful with the ball," said Abbrederis, who made a TD catch on the opening drive. "They made a big play. I can't dwell on this. I have to move forward and look towards next year. We're all human. This will make me better."

Tuinei was named the Ducks' offensive player of the game, but their flashiest star in those futuristic helmets was De'Anthony Thomas, the freshman from Los Angeles who showed off his electrifying athleticism on the longest scoring run in Rose Bowl history in the second quarter, going 91 yards up the middle. He added the 64-yard scoring run in the opening minute of the second half as Oregon won the matchup of the last two losers of the Rose Bowl.

Wisconsin lost 21-19 to TCU last season, and the Ducks lost to Ohio State two years ago before losing the BCS title game last year.

"It almost felt like there was some sort of magical force keeping us from getting it done in bowl games," Oregon guard Carson York said. "Glad we did it today."

LaMichael James rushed for 159 yards and an early TD in his likely college finale for the Ducks, and Kenjon Barner caught a TD pass from Darron Thomas.

Nick Toon caught a TD pass for Wisconsin, and defensive end Louis Nzegwu returned a fumble 33 yards for a score in the second quarter.

Both teams won their respective conferences' first-ever league title games to earn this trip to Pasadena. Although the Ducks' drought was generations longer, Wisconsin hasn't won in Pasadena since Jan. 1, 2000, when Ron Dayne led the Badgers to back-to-back Rose Bowl titles.

Oregon quickly debunked the theory that teams with extra time to prepare for the Ducks' inventive offense have a better chance to stop it. The Ducks were 1-4 in bowl games and season openers under Kelly until they carved up Wisconsin with the second-biggest yardage performance in Rose Bowl history.

De'Anthony Thomas ended the record-breaking first quarter by bursting through the Wisconsin line and sprinting down the Oregon sideline, surpassing Tyrone Wheatley's bowl-record 88-yard run in 1993 and capping the second-longest scoring drive in Rose Bowl history at 95 yards.

Both defenses then got a brief chance to shine in the second quarter: The Ducks stopped Wisconsin on fourth down inside the Oregon 20, but blitzing Wisconsin linebacker Mike Taylor forced Darron Thomas' fumble moments later, and Nzegwu scooped it up and scored.

De'Anthony Thomas' 64-yard TD run put Oregon ahead for the first time, but the Badgers swung ahead with Wilson's 18-yard TD pass to Toon. After the quarterbacks traded interceptions, Darron Thomas found Tuinei for his second score just 25 seconds into the fourth quarter, putting the Ducks ahead to stay.

NOTES: The game-time temperature was 82 degrees, making it the warmest bowl game in Wisconsin history. ... It was also the highest-scoring bowl game in Wisconsin history, and the Badgers tied the school bowl record with 38 points. ... Oregon is 2-4 in the Rose Bowl. ... Oregon LB Kiko Alonso was the defensive player of the game with an interception and 1 1/2 sacks.

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