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VILLANOVA, Pa. - The Penn football team got drenched, in more ways than one.

Trying for their second upset of a Division I-AA top-10 team this season, the 24th-ranked Quakers fell to No. 6 Villanova, 17-3, on Thursday in a steady rain. The Quakers only accumulated 172 yards of offense.

The Quakers (3-1) trailed, 7-0, at halftime as both teams struggled to get any offense going. Villanova (6-1) drove deep into Penn territory midway through the second quarter, but the Wildcats turned the ball over on downs when running back Terry Butler was dropped for a loss on fourth and one at the 20 yard line.

The Wildcats got on the board with 5:53 left in the half on a Brett Gordon one- yard quarterback sneak. Gordon, who completed 20-of-35 passes for 271 yards, was picked off by Penn's Patrick McManus late in the half.

Villanova pulled away in the second quarter on a Gordon four-yard TD pass to Cameron Cross and a 23-yard field goal from Adam James. The James FG came on the drive after Penn QB Mike Mitchell failed to fall on a fumbled snap deep in Villanova territory and the Wildcats recovered. Mitchell had three fumbled snaps on the game, and was taken off with an injury late in the contest. He finished the game 19 for 38 for 145 yards.

Penn, who got on the board with 59 seconds left on a Peter Veldman 35-yard field goal, had trouble rushing the ball all game, recording only 27 yards on the ground. Stephen Faulk was held to 12 yards on 10 carries. Mike Recchiuti came in later in the game, and ran for 56 yards on eight carries.

Penn's Rob Milanese caught eight passes for 71 yards, and broke Penn's all- time career catches mark.

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