SYRACUSE, N.Y. -- When UCLA coach John Harrick learned that his squad would face Penn State in the first round of the NCAA Tournament, he didn't know what to say.

After his Bruins, ranked fourth in the East region, fell 74-69 to the 13th-seeded Lions at the Carrier Dome on Friday, he couldn't say enough.

"The best job done was by Coach (Bruce) Parkhill -- he prepared his team tremendously," Harrick said. "He played us perfectly and his kids executed perfectly. They won the game -- they just beat us."

That the Lions did, forcing a second-round match with 12th-seeded Eastern Michigan. As usual, most of Penn State's fire power was held in check until the second half.

After trading punches early with Penn State, UCLA (23-9) began to exert itself inside in the early going. Forward Don MacLean hit his 12th point with 10:15 still remaining in the opening half to put the Bruins up, 23-19.

MacLean, 6-of-7 shooting from the field, paced a team 65.5 percent shooting mark for the half. Penn State's scrappy play and second-chance baskets kept the game close.

In the second half, as so often is the case with the Lions, the defensive pressure increased and the inside game asserted its presence. Penn State turned the tables, shooting 53 percent from the floor in the half.

"I was a little concerned in the first half -- UCLA was doing what they wanted far too often offensively," Parkhill said. "In the second half we played with more confidence and we were more agressive."

After trailing 36-32 at the break, Penn State outmuscled its Pac-10 foe. After gaurd Monroe Brown picked the pocket of UCLA playmaker Gerald Madkins, Michael Jennings slammed home a breakaway dunk to give the Lions their first lead of the half, 45-44, with 14:04 remaining.

Jennings came off the bench to spell foul-ridden Freddie Barnes. The sophomore gaurd once again provided a spark with 10 points, including two 3-point strikes in the first half.

The Lions traded baskets with UCLA after that play, largely through their reserve performers. A C.J. Johnson rebound and foul shot followed by an Elton Carter turn-around eight-foot jumper kept UCLA at arms length. Center Dave Degitz's 10-foot baseline jumper put Penn State up, 65-61, with 2:14 remaining.

Penn State then held off the Bruin pressure and sealed the game at the charity stripe. The Lions scored their last nine points from the free-throw line, led by James Barnes' 4-of-4 effort.

James Barnes led the way with 19 points, which lifted him over the 1,000-point plateau for his career. He also added eight rebounds.

"It didn't look too good for a while but then we kept winning," Barnes said about reaching the mark. "The more we played the more chances I got. It's a great accomplishment and I'm real happy about it."

The Lions' 15 offensive boards, led by Barnes' five, gave Penn State valuable seconds chances throughout the contest which aided its rally.

Down the stretch, the Bruins' offense went into hibernation. UCLA could only muster a 34 percent shooting mark from the floor and a dismal 1-of-7 from the 3-point line.

"We had enough shots, we just didn't get them to fall," Harrick said. "I give Penn State a lot of the credit on defense. It was more of what they did than what we didn't do."

MacLean, an ominous offensive presence in the first half, was silenced in the second by the Lions' defense and foul trouble. He ended the game with 15 points. Fighting off tears after the game and hanging his head between his legs, the frustration was evident.

"It's a shame that you work your whole life to get to this tournament and have three guys take it away from you," he said, referring to the officials.

The tenacious Lion defense stifled UCLA, holding the Bruins 30 points below their scoring average. Brown recorded six steals on the contest.

With Freddie Barnes sidelined with foul trouble, Brown also had to take the role of playmaker and guided the offense through a staunch UCLA pressure defense. Brown contributed 10 points and 10 assists.

Forward DeRon Hayes chipped in 16 points hitting a myriad of shots from his favorite spot -- the top of the key. The sophomore sparkled defensively as well, holding UCLA foreward Tracy Murray to 17 points and only 1-of-6 from 3-point range. Degitz added an important 10 points inside.