PASADENA, Calif. -- UCLA senior Ka'imi Fairbairn has tremendous power in his kicking leg.

He proved it in practice by sending 64-yard field goals sailing through the uprights.

However, when Fairbairn's 55-yard field goal was nullified by a false-start penalty that pushed the Bruins 5 yards back at the end of the first half Thursday, Bruins coach Jim Mora had an initial thought.

"I was going to put the offense out there and try a Hail Mary," Mora said. "But Jerry (Neuheisel) said, 'He's got it."'

Neuheisel is Fairbairn's placekick holder, putting him in optimum position to make a sound judgment.

Mora nixed the Hail Mary. Fairbairn drilled a school-record 60-yard field goal on the final play of the half, one of the top plays in UCLA's 40-24 upset of 20th-ranked Cal.

The Bruins (5-2, 2-2 Pac-12) scored on their first seven possessions to cruise past the Bears (5-2, 2-2).

"We didn't start fast and never really got into a flow," Cal coach Sonny Dykes said. "We've got a good football team. Our guys will come back and play well, but we've got to get some things fixed."

Fairbairn's record kick was the last of his career-best four field goals.

Although UCLA was missing one of its key offensive linemen, tackle Conor McDermott, true freshman quarterback Josh Rosen received superb protection. Rosen was sacked just once, allowing him to set a school record for pass completions. connected on 34 of 47 attempts for 399 yards and three touchdowns with no interceptions.

Cal amassed 426 offensive yards, but its defense yielded 573 yards to UCLA. Even without much production from top rusher Paul Perkins, who was injured in the first half, UCLA sliced through the Bears' defense for 174 rushing yards.

Rosen broke the school record for a true freshman quarterback with 1,967 passing yards. His 399 passing yards against the Bears were another a school record for a true freshman.

He received plenty of time to pick out open receivers.

"Josh played well," Mora said, "and I thought our offensive line was great."

Rosen had touchdown passes of 19 yards and 21 yards to wide receiver Devin Fuller, plus a 7-yard scoring toss to wide receiver Thomas Duarte. Fuller caught seven passes for 100 yards. Duarte had a career night with 10 catches for 141 yards.

A scoring shootout between Rosen and the Bruins' offense against prolific junior quarterback Jared Goff and the Bears' high-octane offense never materialized. Although Goff completed 32 of 53 passes for 295 yards and three touchdowns without an interception, he was cast in a futile situation of catch-up primarily because the beleaguered Cal defense could not stop Rosen and company.

Cal was coming off a bye week following its first loss of the season, Oct. 10 at then-No. 7 Utah. The Bears came within a failed final drive of toppling the Utes.

"We had a great week of practice," Dykes said. "We felt like we were as ready to play as we've been all year. I thought our guys were fresh and excited to play. Clearly, that wasn't the case."

Cal scored on its opening possession of the game when kicker Matt Anderson made a 26-yard field goal for a 3-0 lead.

UCLA quickly matched that on a 44-yard field-goal by Fairbairn.

After the Bruins' next six possessions also resulted in points, culminating with an 80-yard, eight-play touchdown drive to start the third quarter, UCLA led 33-10.

"We didn't do a good job of getting off the field," Dykes said, referencing his defense. "We had opportunities to intercept passes early in the ballgame, and we didn't make those plays. We had opportunities to make contested plays early on and we didn't. Against good football teams, you have to make those."

UCLA previously sustained some key injuries to its defense, but the Bruins didn't play Thursday as if they were missing any major parts.

Goff was sacked five times, and although the UCLA defense did not come up with any turnovers, the secondary was feisty all game, breaking up several passes and thwarting one of Cal's pet plays, the bubble screen.

"We didn't execute well," Dykes said. "We didn't protect Jared very well. That's where it starts with us. We didn't do a good job on first down."

NOTES: K Ka'imi Fairbairn's 60-yard field goal broke the previous UCLA record of 56 yards held by Chris Sailer (1997 at Oregon). Fairbairn's kick was 2 yards shy of the conference record set in 1991 by Washington State's Jason Hanson. ... Cal QB Jared Goff set a school record with his 53 pass attempts. He also holds the school record for career pass attempts with 1,318. ... UCLA WR Jordan Payton extended his streak of catching a pass to 23 consecutive games, a run that began in his sophomore year in 2013. ... Cal WR Kenny Lawler has caught a pass in all 30 of his games. Lawler's 1-yard touchdown catch in the second quarter Thursday was his 10th TD grab this year. ... UCLA led 26-10 at halftime. Under Jim Mora, the Bruins are 29-0 when they are on top at intermission.