BOULDER — All 11,338 of the sold-out CU Events Center crowd wasn’t enough to will No. 3 Colorado to a win in its biggest game of the season to date.

The Buffaloes suffered their first Pac-12 loss of the season and their second loss overall to a No. 5 UCLA Bruins team that recently had its own unbeaten run end at USC.

“Two heavyweights, two of the best teams in the country,” CU coach JR Payne said after the 76-68 defeat. “I thought we competed on every single possession. I think our offense got stagnant, which we haven’t seen really at all this year. The defensive rebounding absolutely crushed us.”

Despite holding UCLA to under 40% shooting from the field and 25% from 3-point range, the Buffs allowed 27 fourth-quarter points in what will be a 10 minutes of basketball Payne and her team are going to want back.

CU committed five early fouls, allowing the Bruins to get to the free throw line 13 times in the final quarter as they pulled away from the Buffs.

Former Grandview star and Colorado Gatorade Player of the Year Lauren Betts continued her excellent first season with UCLA after transferring in from Stanford. The 6-foot-7 sophomore got off to a slow start but wound up with 20 points and 13 rebounds, eight of which came on the offensive end.

“She’s one of the best centers in the country,” Payne said. “She’s long, she’s got great hands, she can rebound her own shots really effectively.”

UCLA had 18 offensive boards leading to 11 points. It didn’t help that CU had to play its third straight game without senior Sara-Rose Smith, a Missouri transfer who is one of the team’s top rebounders.

“They have 100 more offensive rebounds than their opponents for a reason,” Payne said. “If we weren’t exceptional in our discipline, boxing out and things like that, then this is what they do to people.

“(Smith) averages 9 rebounds a game in league (play). When you lose one of your best rebounders and going against one of the best rebounding teams, it’s a massive loss.”

That — and some stagnant offense in the fourth quarter — was the difference in Payne’s eyes.

“I think we just kinda got away from what works. We’ve been preaching since last summer offensive pace and (to not) let the ball stick anywhere, keep it moving. I think we had a lot of possessions where the ball stuck and we were looking to be aggressive and looking to get downhill, but you can still keep the ball moving as you’re looking for those things and we didn’t.”

Jaylyn Sherrod led the Buffs with 17 points, but it came on 5-for-16 shooting from the field. The CU point guard was also dealing with foul trouble as she was one of five players who finished with at least four fouls in the game.

“(Foul trouble) definitely played a role when the ball’s stopping and now you have people trying to play in a way that they don’t typically play,” Payne said. “Just so many free throws in the fourth quarter, which is hard to combat. But on the flipside, we’ll watch the film and figure out where we could’ve been better to keep them off the line.”

Despite the fact that it came in the first top-five matchup in women’s ball this season, there was disappointment for Sherrod, who took in the scene pregame, looked at the sold-out crowd and told her teammates, “Let’s give all these people a reason to keep coming back.”

With No. 6 USC visiting CU Events Center Sunday, it’s safe to say this won’t be the last big crowd the Buffs play in front of this season.

“Even though we didn’t come out with the win, I think at the end of the day, we’re going to be better from this,” Sherrod said. “I think there’s a lot of things to learn from this and I know this left a bad taste in everybody’s mouth.”

GAME RECAP

No. 5 UCLA 76, No. 3 Colorado 68

What happened: Colorado (15-2, 4-1 Pac-12) suffered its first conference loss and first home loss in a 76-68 defeat to UCLA in a battle of potential Final Four contenders. The third-ranked Buffs allowed 27 points in a difficult fourth quarter. Centennial’s Lauren Betts helped the fifth-ranked Bruins pull away for the win in front of a record-setting crowd of 11,338.

Star of the night: UCLA’s Charisma Osborne led all scorers with 22 points thanks to a 9-for-12 performance from the free-throw line. She also had four steals in helping shut down CU’s talented guards.

Quotable: “We all chose this. We chose the Pac-12, where we knew it would be a top-10, top-15 matchup every night because ultimately we are that competitive. We love it. I said early on, no one is going to run the table in this league. Everyone is just too darn good.” — CU coach JR Payne

Up next: The three-game run against top-10 teams concludes Sunday as the Buffs host No. 6 USC. Tip-off is at 1 p.m. on the Pac-12 Network.