Outlook: USC's only loss last season came at Cal, 34-31 in triple overtime. "We're going to prepare the exact same way," Cal Coach Jeff Tedford said. The Bears' balanced offense will be the USC's most stringent test thus far. Cal averages 539 yards per game. Quarterback Aaron Rodgers (74 percent completion rate) is the nation's second-rated passer; tailback J.J. Arrington (155.3 yards per game) is the fifth-leading rusher. There is no team in the nation that's more talented -- or more creative -- offensively than Cal. Quarterback Matt Leinart is more advanced mentally on the field than Carson Palmer ever was. The Trojans have one stud tailback, LenDale White, who's more traditional, and another, Reggie Bush, who they can line up anywhere. "If he's not the best player in the country," Tedford said of Bush, "he's one of the top."

Two Guys You Need to Watch: Cal wide receiver Chase Lyman is coming off a five-catch, 176-yard performance against Oregon State and has at least 99 yards receiving in each of his three games. At 6 feet 4, 210 pounds, he can overpower smaller defensive backs. USC senior Shane Cody started for three years at defensive tackle but now has moved to end, where he has proved difficult to block -- he has five sacks in four games.

The Quote: "We have good players. They have blue-chip players at every single space on the team," Tedford says of USC.

Conference Fallout: One other Pac-10 team, Arizona State, remains unbeaten. The Sun Devils (5-0, 2-0), with dangerous quarterback Andrew Walter, are off this week, but must play at USC and at Cal. There's little chance they'll win both. The other Pac-10 player appears to be Stanford (3-1, 1-1), which gave USC everything it could handle in a 31-28 loss. If Cal could pull off an upset of the Trojans, there's a chance that The Game -- the annual matchup between the Bears and the Cardinal -- could actually be The Game come Nov. 20. Otherwise, it's the Trojans with a shot at a second straight national title.

California holder Reggie Robertson watches game-winning kick in triple overtime by Ryan Killeen, which beat USC last September.