LOS ANGELES (Ticker) -- California looked well on its way to a second straight upset of a Top 25 team, but then Carson Palmer and Sultan McCullough took over.
Palmer threw for 289 yards and two touchdown passes and McCullough ran for a career-high 176 yards and the go-ahead score as No. 24 USC rallied for a 30-28 victory over the Pac-10 rival Golden Bears.
California (4-3, 1-2 Pac-10), which upset then-No. 12 Washington on the road last week, opened a 21-3 lead on a 15-yard pass from Kyle Boller to Jonathan Makonnen 3:20 into the second quarter.
But Palmer countered with a five-yard TD toss to Kareem Kelly and a 21-yard strike to Mike Williams to bring the Trojans (4-2, 2-1) within four points at halftime.
McCullough gave USC its first lead, 24-21, on a two-yard run with 8:38 to play in the third quarter.
"We really felt that we had something going in the middle of the second quarter and went after it," USC coach Pete Carroll said. "You saw how we came out in the second half, going right after them. It's the kind of comeback that really helps your football team and its attitude."
With the score 27-21 and 3 1/2 minutes remaining, the Trojans lost a fumble at the Bears' 19 yard line. But on the very next play, safety Jason Leach - a replacement for injured All-America Troy Polamala - intercepted Boller near midfield.
Ryan Killeen gave the Trojans a two-score lead on an 18-yard field goal with 1:41 remaining.
The Bears climbed within 30-28 on a six-yard pass from Boller to Tom Swoboda with 35 seconds left, but the Trojans recovered the ensuing onside kick and ran out the clock.
"The offense struggled (in the second half)," Makonnen said. "I can't answer why. We had them off-balance in the first half. Their defense gained momentum from their offense when it picked up. Other than that, we stopped ourselves."
"They dominated in the second half," California coach Jeff Tedford said. "The way we win games is to get turnovers and capitalize. Today, we gave the ball away twice and had key penalties. We didn't execute well."
California, which had won its last three meetings with USC in Los Angeles, has lost its last two games after winning five in a row.
Palmer finished 25-of-39 with two interceptions. He completed six passes to Williams for 103 yards.
"Carson was fantastic," Carroll said. "He made some spectacular plays. I think he's playing as good as anybody right now. Carson has really showed that he can get out of trouble and makes plays down the field. He's a lot better at that this year. Mike Williams made some really big plays for us today as well."
Boller went 20-of-30 for 221 yards, two TDs and one interception. He also was sacked three times.
"Kyle Boller had a gutsy performance," Tedford said. "He really hurt his hand very bad on the first series. He hung in there after that. They just got momentum toward the second half."
The Trojans outgained the Bears, 464-311, including 175-90 on the ground.
"It felt good out there," said McCullough, who had a career-high 39 rushes. "Somebody's got to carry the load and it was me, and I'm grateful. This week, we wanted one steady back to get a full feel for the game. I got tired, but the coaches have been saying all week, 'Finish, finish, finish,' and that's what I had to do."