Third string quarterback Steve Levy, replaced Ayoob, and was named as the starter for the Big Game.

Levy played as fullback during the previous season, in his first time as a starter he led the team to defeat Stanford 27-3.

Cal then hosted the #1-ranked USC Trojans, led by head coach Pete Carroll and an offense including Heisman Trophy-winning quarterback Matt Leinart and running back Reggie Bush.

Ayoob recovered after the interception, and led the Bears to a field goal to cut their deficit to four at the end of the first quarter.

In the second quarter, Leinart rushed for a pair of touchdowns to give the Trojans a 21–3 lead at half-time.