BERKELEY – The California football team racked up 527 yards of total offense but failed on a two-point conversion with 58 seconds remaining and fell to No. 24 USC 50-49 on Saturday afternoon at California Memorial Stadium.

The Golden Bears (3-5, 1-4 Pac-12) led 43-29 early in the fourth quarter but the Trojans strung together three straight touchdowns to surge in front 50-43 with 3:33 to play. Cal answered with a 9-play, 79-yard drive of its own that culminated with a 13-yard touchdown pass from Fernando Mendoza to Jaivian Thomas. After a timeout, the Bears elected for a two-point try but Mendoza's pass fell incomplete, and USC was able to run out the clock.

"Late in the game we had some opportunities to make a play here or there to change the outcome and we just couldn't quite come up with it," Travers Family Head Football Coach Justin Wilcox said. "That's a very talented team we just competed with and (we) had a number of chances to win and we didn't do it."

Mendoza went 25-for-39 for 292 yards and two touchdowns while also notching his first two career rushing scores. Running back Jaydn Ott tied a career-high with three rushing touchdowns while amassing 153 yards on the ground.

After falling behind 17-7 late in the first quarter, Cal scored three unanswered touchdowns to establish a 28-17 advantage. Ott had TD runs of 43 and 61 yards and wide receiver Trond Grizzell caught a 17-yard touchdown pass from Mendoza.

USC took a 29-28 lead midway through the third quarter before Mendoza had two short scoring runs to put the Bears up by two scores.

Wide receiver Jeremiah Hunter tied a career-high with eight catches while piling up 96 yards and Grizzell had career-best of six receptions for 91 yards. Tight end Jack Endries also had a career-high seven catches.

Defensive backs Craig Woodson (12) and Jeremiah Earby (8) each had a career-high in tackles.

The Bears will go back on the road next Saturday to take on No. 8 Oregon. The game will air on the Pac-12 Network at 2:30 p.m. PT.