It's a good thing penalty markers can be reused. If not, the referees would've gone through a few boxes' worth.

Though 22 total penalties were called, WKU was whistled 13 times for 124 yards as the Toppers fell to visiting South Florida 35-13.

The loss came in front of 20,568, the second largest crowd at Houchens Industries-L.T. Smith Stadium and to the first BCS opponent to play at the stadium.

"I did think our guys fought and played really hard, we just didn't play very smart," coach David Elson said. "The penalties, I thought, were a big difference from us getting a good amount of momentum and energy there in the first half. We just kept shooting ourselves in the foot with penalties that, you've gotta go back and look at them and see, but I thought a lot of them were effort.

"We just looked like a young team at times there with some of those penalties and mental mistakes."

The flags began flying against the Toppers on the opening kickoff, when a 40-yard return coupled with a 14-yard personal foul on WKU gave the Bulls the ball at the Toppers' 41-yard line. The drive ended in a missed field goal.

South Florida twice fumbled WKU's ensuing punt, the first called back on an illegal formation penalty. After recovering the second fumble, the Toppers drove to the South Florida eight-yard line, until a personal foul backed them up 15 yards. WKU settled for a 40-yard field goal by sophomore kicker Casey Tinius to take a 3-0 early lead, but the bit of momentum sustained in the drive took a hit.

"We got points out of it and we took the lead with the first points of the game, but the penalties killed us on that drive," senior quarterback Brandon Smith said. "We should've got a touchdown out of it and I don't know the stats, but we got two or three penalties when we got down into the red zone. You can't play like that. It's not smart football and it kills a drive and we get three points instead of seven."

The ground game carried the Toppers. On a series of designed plays and scrambles, Smith rushed 21 times for 105 yards, while sophomore running back Bobby Rainey rushed for 56 yards on eight carries.

Senior running back Marell Booker scored WKU's only touchdown, a 15-yard run on a sweep near the end of the third quarter to cut the Bulls' lead to 21-13. The Toppers totaled 200 rushing yards.

"I just talked to the offensive line," Rainey said. "I got the offensive line hyped and they pulled a hole and I hit it. After I started gaining yards, it started getting confident with the offensive line."

The passing game again posed little threat, but was a step up from last week's performance. Smith completed 13 of 26 passes with an interception, for 84 yards.

"We were breaking off some long runs and we just kept riding those plays," Smith said. "Our passing game will come along. It's early in the year and it seems like takes that a little longer to develop than the other part of the offense. We've got some good plays, some good receivers, so I think we'll be alright."

Defensively, South Florida quarterback Matt Grothe was good, but not great, completing 13 of 22 passes for 208 yards and a pair of touchdowns. But he had help in junior wide receiver Carlton Mitchell, who had four catches for 130 yards, including one for 50 in the second quarter and one for 65 in the third quarter.

"(Grothe) was a quick guy," sophomore defensive end Jared Clendenin said. "We had to back down off our aggression to pass rush him, just to keep him contained. Then keeping him contained, it seemed like that didn't work either. It was pretty frustrating. We still wanted to come, sometimes we came and he started ducking up into holes that we thought we had covered up."

There were more signs of life this time around, but for Elson, the biggest area of improvement is still limiting mishaps.

"They were ready to play, but we've got to cut down on the mental mistakes and just not playing smart," he said. "We're not good enough to be able to make that many mistakes penalty-wise and be able to beat a team like South Florida, beat anybody on our schedule from that standpoint."

The mishaps translated into some very costly penalties. The ensuing kickoff following Booker's touchdown run went out of bounds, giving South Florida the ball at the WKU 40-yard line. The drive ended in a touchdown pass by Grothe that helped put the game away.

"We've gotta kinda settle down a little faster," Smith. "Defense, you've gotta be aggressive and all that stuff and on offense, you've be aggressive, but you've gotta be calm and cool-headed too. That kills you. Ten penalties in the first half just absolutely kills you. We've gotta be smarter if we wanna win games."

There were signs of encouragement. But the Toppers are still quite a few mistakes away.

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