After a bye week, which saw the Bears take sole position of first place in the Pac-10, rising two spots in the AP Poll to #10 and one spot in the Coaches Poll to #11 (staying steady at #10 in the BCS Standings), Cal faced the UCLA Bruins, a Pac-10 team and rival of the Bears, who sported a 4–4 record, 2–3 in the Pac-10. Last year, in a contest between the unbeaten, ranked teams at the Rose Bowl, the Bears fell to the Bruins 47–40, letting their 40–28 lead in the fourth quarter melt away.