PASADENA, Calif. -- A standout night from freshman quarterback Josh Rosen combined with strong early defense from host UCLA left the Cal football team chasing the scoreboard and the No. 19/20-ranked Bears never fully found their rhythm on a Thursday night in the Rose Bowl as they fell 40-24 to the Bruins.

Jared Goff completed a season-high 32 of 53 passes for 295 yards and three touchdowns to lead Cal (5-2, 2-2 Pac-12) offensively. Rosen finished the night with the most impressive numbers for either team, completing a school-record 34 of 47 passes for 399 yards and three touchdowns.

Cal faced a 26-10 deficit after a half thanks to a strong first 30 minutes of offense from the Bruins coupled with a defense intent on pressuring Goff as much as it could. The Bears mounted a momentum-building drive at the end of the half, but even that spark was partially doused by a record-setting score by UCLA as time expired.

Before the Cal offense found its footing, UCLA (5-2, 2-2) built a lead thanks to the legs of Paul Perkins and the arm of Rosen. After Matt Anderson capped a 14-play opening drive with a 26-yard field goal to put Cal in front, the Bruins responded with a steady diet of Perkins on the ground and a field goal of their own as Ka'imi Fairbairn nailed a 44-yarder of his own to tie the score.

Rosen took over the playmaking role for the rest of the half. The Bruins' freshman signal-caller made the final play of a 13-play, 70-yard drive a good one, tracking Thomas Duarte from the slot to the corner of the end zone and hitting him for a 7-yard touchdown that eventually left UCLA up 10-3 to end the first quarter. A 19-yard touchdown pass from Rosen to Devin Fuller moved the score to 17-3 in favor of the Bruins, and two more field goals by Fairbairn pushed the UCLA lead to 23-3.

Cal got its engine running with a strong final offensive drive of the half. A 36-yard pass from Goff to Darius Powe put the Bears in position and two plays later Kenny Lawler made yet another acrobatic grab to score Cal's first touchdown of the day, reaching high while falling backwards to snag a fade from Goff and barely touching his knee inbounds for his ninth touchdown of the season. UCLA added on just before the break with a school-record 60-yard field goal by Fairbairn and took a 16-point lead to intermission.

UCLA didn't take long after halftime to add to its lead. The Bruins drove 80 yards in eight plays on their first drive and scored on a 21-yard pass from Rosen to Fuller to increase the margin to 33-10. Cal cut into the deficit with 4:53 left in the quarter when Goff found Powe between defenders in the back of the end zone for a 1-yard touchdown but the two-point conversion failed and a 1-yard touchdown run by Soso Jamabo gave UCLA the 40-16 lead after three quarters. Cal added the game's final score with two minutes left when Goff hit Khalfani Muhammad down the middle for an 18-yard touchdown pass and then ran it in for two himself. 

“I have to give UCLA a lot of credit. They had lost two straight. They came out and played a very aggressive and physical brand of football. Their coaches did a good job of getting their guys ready," Cal head coach Sonny Dykes said. "We didn't perform as well as we needed to. That starts with us and with getting our guys ready. We had 12 days to prepare for the game and we didn't do a very good job of getting our guys ready to play. We didn't start fast and never really got into a flow. I've got to give UCLA credit. We've got to go back to the drawing board. We've got a good football team – our guys will come back and play well. But we've got to get some things fixed.”

Perkins rushed for 73 yards on 11 carries despite having to leave in the second quarter with a knee injury. He gave way to Jamabo and the freshman finished with a game-high 79 yards and a touchdown. Muhammad led Cal on the ground with 55 yards on eight carries and the Bears rushed for 131 as a team. Cal forced one turnover defensively and the UCLA defense collected five sacks.

Cal returns to Kabam Field at Memorial Stadium on Oct. 31 when it hosts USC at either 12 or 12:30 p.m. in a game that will be televised by Fox or Fox Sports 1. The Bears head to Oregon for a Nov. 7 showdown before hosting Oregon State in Berkeley on Nov. 14.