Cal scored first on a 3 yard touchdown run by Marshawn Lynch to take a 7-0 lead with 11:56 left in the 1st quarter. He would finish the game with 194 yards rushing on 24 carries. Just 1 minute into the second quarter, BYU notted the equalizer, by a 19 yard touchdown pass from John Beck to Curtis Brown. Beck would finish the game 35 for 53 passing for 352 yards and 3 touchdowns.

With 12 minutes left in the half, Marshawn Lynch found the end zone for the second time, scoring from 23 yards out. With 38 seconds left in the half, Naufahu Tahi punched it in from 3 yards out to help BYU tie the game at 14. It appeared as though the game would be tied at halftime, but Cal came back quickly. With just 3 seconds in the half, Steve Levy threw a 42 yard bomb to star receiver DeSean Jackson helping Cal take a 21-14 lead to intermission.

In the third quarter, Marshawn Lynch scored on a long 35 yard touchdown run, as Cal increased its lead to 28-14 with 10:47 remaining in the third quarter. Cal appeared to blow the game wide open when Steve Levy and DeSean Jackson connected for the second time of the game, leading Cal to a 35-14 lead with only 4 minutes left in the third quarter.

In the fourth quarter, BYU made a bit of a comeback, as John Beck threw a 7 yard touchdown pass to Johnny Harline, cutting the lead to 35-21. With 5:35 left in the game, Beck threw a 9 yard touchdown pass to Todd Watkins, making it just 35-28. However Cal was able to maintain that lead get the win over BYU.