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FACTS & STATS: Site: Rose Bowl (91,500) -- Pasadena, California. Television: CSN-BAY, FSN-PT. Home Record: Cal 3-1, UCLA 2-1. Away Record: Cal 1-2, UCLA 1-3. Neutral Record: Cal 0-0, UCLA 0-0. Conference Record: Cal 1-3, UCLA 2-2. Series Record: UCLA leads, 49-31-1.

GAME NOTES: The California Golden Bears will whip into Pasadena this weekend for a Pac-12 clash with the UCLA Bruins, who are coming off an ugly loss to Arizona last weekend.

California had lost three straight conference games (Washington, Oregon, USC) heading into last weekend's first ever league matchup with Utah. The Golden Bears got back on the winning track with a 34-10 victory, marked by balanced offensive play and a stifling performance from the run defense, which held Utah to an uncharacteristic 44 yards rushing. Cal's toughest part of the league schedule is now behind it, and the Golden Bears now prepare for matchups with UCLA, Washington State and Oregon State the next three weeks. All three teams currently have losing records.

UCLA was pummeled 48-12 against Arizona on October 20th, the team's second loss in three games. To make matters worse, a brawl broke out at the end of the first half between both teams - resulting in the suspensions of 10 players, including six UCLA players. Now, with just five games left and UCLA needing three wins to become bowl eligible, head coach Rick Neuheisel must find a way to ignite his team against Cal this week in a critical Pac-12 game.

UCLA leads the all-time series with Cal, 49-31-1.

California is averaging 429 yards of total offense per game, with 136 coming on the ground. Isi Sofele is the team's leading rusher, averaging 89.5 yards per outing, good for fourth-best in the Pac-12. Sofele has two-100 yard games to his credit this season, along with five touchdowns, and was effective last weekend against Utah, gaining 84 yards and one touchdown on 26 carries as California posted 129 yards rushing as a team.

The passing game accounts for 293 yards a game, which is 19th best in the country. Quarterback Zach Maynard has thrown for 1,840 yards and 12 touchdowns against six interceptions this season, and head coach Jeff Tedford took some of the load off his shoulders last week by dialing up just 29 attempts for his signal caller. The previous three games, Maynard threw at least 40 times, including in a 30-9 loss to USC on October 13. Maynard finished with 294 yards and three interceptions against the Trojans, who also recovered two Golden Bears' fumbles.

Maynard has a pair of talented receivers in Keenan Allen and Marvin Jones at his disposal. Allen leads the country in yards per game (129.4), is seventh in the country in receptions per game (8.5), and has contributed five touchdown catches through seven games. Jones is fifth in the Pac-12 in receiving yards (85.5) and has scored three touchdowns this season.

Cal's defense is one of the best in the Pac-12. The Golden Bears are second in total defense (330.1) to Stanford (314.1), and lead the league in pass defense (214.5), which is notable considering the immense talent at quarterback in the Pac-12. Cal excels in the opponents backfield, where it has collected 19 sacks and 55 tackles for loss so far this season. The Golden Bears have also managed to create 13 takeaways, including seven interceptions. Oregon's Lamichael James tore the unit up three weeks ago with 296 yards, but Cal is still surrendering just 115.5 rushing yards per game. Cal held Utah to just 209 total yards last weekend.

UCLA's offense takes a hit this week with wide receivers Taylor Embree, Shaq Evans, Ricky Marvay and Randall Carroll all sitting out due to suspensions from the brawl. Against Washington State on October 8th, UCLA was much more run oriented - rushing 35 times for 170 yards, and throwing just 20 passes for 201 yards. Last weekend, Arizona snuffed out the run against the Bruins, allowing just 37 yards - and quarterback Kevin Prince ended up completing 17- of-35 passes for 286 yards and one touchdown in the loss.

There is no doubt that much of UCLA's success hinges on the ability to run the football, with Johnathan Franklin and Derrick Coleman leading the way. Although the two running backs combined for just 24 yards on 11 carries last weekend, they still lead a rushing attack that averages 172 yards per game this season. Franklin has rushed 83 times for 520 yards and two touchdowns, while Coleman has collected 349 yards and six touchdowns on 68 carries. Both have two-100 yard rushing games apiece.

Richard Brehaut saw a significant a majority of snaps heading into the Washington State game, but Prince played the entire game last weekend against Arizona and had his best performance of the season. The UCLA passing game ranks 82nd in the country, averaging just 211.1 yards per game this season. Overall, the Bruins are averaging 383.1 yards and 23.8 points per game.

Nelson Rosario is the team's best receiver, and he has posted 30 catches for an average of 79.7 yards per game this season, the latter of which ranks sixth in the Pac-12.

UCLA's secondary was tested by Arizona's Nick Foles last week, and the quarterback had a quality performance: 26-of-39 for 291 yards with three touchdowns and one interception. But the Wildcats' rushing attack ravaged the Bruins' defense, gaining 254 yards and three touchdowns in the rout. The game was the latest in the struggles of the unit, which gives up 436.1 yards per game. That is 106th in the country. Further, UCLA is allowing 34.3 points per game.

The Bruins have just nine takeaways, are 113th in sacks (six total) and tackles for loss (31) through seven games. Patrick Larimore leads the team with 46 tackles. Defensive lineman Cassius Marsh, who leads the team in sacks and is second in tackles for loss, has been suspended for two games for his involvement in the brawl at Arizona.

UCLA's inability to run the ball last weekend is not a good sign. Coleman and Franklin must pace the Bruins this week against one of the league's best defenses, especially with the passing game suffering considerably from the suspensions. Cal rebounded nicely with a win last weekend over Utah. It has more offensive weapons than UCLA, and the defense has shown it can shut down the best backs in the Pac-12.

Sports Network Predicted Outcome: California 27, UCLA 20