LOS ANGELES (AP) UCLA followed up its upset victory at then-No. 1 Kentucky in a big way.

The second-ranked Bruins clamped down on defense in the second half to beat Michigan 102-84 on Saturday night in front of 13,571, the first sellout at Pauley Pavilion in nearly four years.

T.J. Leaf scored 21 points, fellow freshman Lonzo Ball added 19 and UCLA (10-0) held the Wolverines to 34 percent shooting in the final 20 minutes after playing to a 50-all tie in the first half. While their defense improved, so did the Bruins' offense. They shot 74 percent in the second half.

''We really got smacked in the mouth in the first half,'' Leaf said. ''In the second half we had a different mindset and established what we wanted to do out there instead of letting them do what they wanted.''

Both teams shot over 60 percent from the floor in the first half.

Of the Wolverines' 19 made baskets, 12 were 3-pointers. The Bruins made 10 3-pointers, with Ball making all four of his attempts. His last one from midway between the 3-point and half court lines pulled UCLA into a 50-all tie at halftime.

''Every shot I take I expect to make it,'' Ball said. ''I was in rhythm in the first half.''

Late in the half, the Wolverines outscored UCLA 15-2, including three 3-pointers, to take a 48-41 lead. The Bruins managed to tie it up on 3-pointers by Isaac Hamilton, Aaron Holiday and Ball.

''They're really good with five guys that can hurt you,'' Michigan coach John Beilein said. ''We probably won't see a team that has five guys that can attack and hurt you. In our league we may have three guys.''

Bryce Alford added 18 points and Aaron had 17 for the Bruins, who made 15 3-pointers, just off the school-record 18 they had in winning their season opener against Pacific. Holiday hit all five of his 3-point attempts.

The Bruins topped 100 points for the fourth time this season.

''We're starting to put on a show for people and word of mouth is starting to spread,'' Alford said.

Zak Irvin scored 18 points to lead the Wolverines (7-3). They were limited to just two 3-pointers in the second half.

''We're really good going into halftime knowing what we did wrong and making adjustments, and that's what we did,'' Alford said.

Michigan got within five for the last time with just under eight minutes to go. UCLA went on a 17-6 run, getting 3-pointers from Holiday and Alford (two), to go up 94-78 and put the game away.

''We really executed, but we ran out of gas in the second half,'' forward D.J. Wilson said. ''We had some blow-byes and our defense just kind of gave up.''

The Wolverines were limited to three field goals over the final seven minutes.

POLL IMPLICATIONS

Playing just once during finals week, the Bruins should stay at No. 2. They could have moved up to the top spot, but No. 1 Villanova rallied from an 11-point deficit to beat 23rd-ranked Notre Dame 74-66.

BIG PICTURE

Michigan: The Wolverines' defense took a beating. They came in giving up 58.2 points per game and had allowed 60 or fewer points in five of their previous nine games. They had forced 13 turnovers per game (UCLA had eight) and had blocked 24 shots, but didn't have any blocks Saturday.

UCLA: The Bruins are in the midst of a series of stiff challenges. A week ago, they upset then-No. 1 Kentucky at Rupp Arena to zoom nine spots to their highest ranking since November 2007. After hosting UC Santa Barbara next week, they face Ohio State in Las Vegas on Dec. 17. They're 2-0 against Big Ten schools so far.

INJURED BIG MAN

Thomas Welsh, UCLA's 7-foot center, was a late scratch from the starting lineup with a bruised right knee hurt in practice. It's not serious, but he's questionable for Wednesday's game. G.G. Goloman, a junior from Hungary, earned his first career start in Welsh's place and fouled out with six points and two rebounds in 10 minutes. Welsh averages 11.1 points and 9.6 rebounds.

NEW `DO

Ball showed up with a new haircut, considerably shorter than his old style.

''It's just time to start over, press the re-set button,'' he said. ''I had it like this in high school a long time.''

FACES IN THE CROWD

Actor Vince Vaughn waved a blue-and-gold pompom, former UCLA coach Steve Lavin and former Bruins star Baron Davis were among the first sellout crowd of the season. Actress Jessica Alba made it a family affair, sitting between her husband Cash Warren and father-in-law and retired UCLA star Mike Warren.

UP NEXT

Michigan: Hosts Central Arkansas on Tuesday beginning a stretch of three consecutive home games to wrap up non-conference play.

UCLA: Hosts UC Santa Barbara on Wednesday.

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