Oregon State broke open a close game early in the third quarter, extending a 21-14 halftime lead with touchdowns on their first two possessions after the break.
Ryan Katz capped a 4-play, 46-yard scoring drive with a four-yard touchdown pass to Jacquizz Rodgers to extend the lead to 28-14 on the opening drive of the second half.
After a quick stop of the UofL offense, Markus Wheaton ran 28 yards for a touchdown a put Oregon State ahead 35-14.
But Charlie Strong's bunch refused to lay down, mounting a respect-earning come back attempt.
Down 21, Louisville responded with an 11-play, 84 yard scoring drive that was capped by Adam Froman's 5 yard touchdown run. That score made it 35-21 Oregon State late in the third quarter.
UofL's defense got a quick three and out at the beginning of the fourth quarter and the Louisville offense took possession on Oregon State 46 yard line. Froman connected with Doug Beaumont for a big gain to the Beavers two. Froman then found tight end Cameron Graham for a touchdown on the next play to cut OSU's lead to 35-28.
The Cardinals had one last chance to tie the score, but Froman threw an interception in Oregon State territory in the closing minute that allowed the Beavers to run out the clock.
Louisville dominated the first quarter statistically, but couldn't capitalize on two scoring opportunities inside the red zone. On the game's opening possession, Louisville drove inside the five, but was stopped short on 4th and one. Then, on UofL's next possession, Froman had a touchdown taken off the board when replay showed he fumbled out of the end zone at the one-yard line. That gave Oregon State possession at the 20 yard line.
The Beavers took a 7-0 lead late in the opening period when Ryan Katz hit Joe Halahuni for a three-yard touchdown.
Louisville tied the score at seven when Froman's 17 yard touchdown run capped a 9-play, 80 yard drive.
Jacquizz Rogers's 13 yard touchdown made it 14-7 midway through the second period. UofL came back with a 12 play, 69 yard scoring drive that was capped by Bilal Powell's 11-yard tochdown run. Rodgers scored on a 1 yard run with 32 seconds remaining in the first half for a 21-14 halftime advantage.
Froman had a big night, completing 22-of-38 throws for 288 yards and two touchdowns. Beaumont led Louisville with nine receptions for 121 yards, while Bilal Powell carried 20 times for 83 yards and a touchdown.
Jacquizz Rodgers rushed 24 times for 132 yards, while James Rodgers caught three passes for 27 yards. James Rodgers also had four kickoff returns for 161 yards and two punt returns for 43 yards.
Louisville defensive tackle Greg Scruggs sustained a concussion and didn't play in the second half.