Oregon State allowed Cal RB Daniel Lasco to rush for a career-high 188 yards on 30 carries, with touchdown runs from 14, 21 and 15 yards out.
The Bears (5-4, 3-4 Pac-12) snapped a three-game losing streak and moved to within a game of becoming bowl eligible. Oregon State (4-4, 1-4) suffered their third consecutive loss.
The Beavs must win two of the remaining four games to become bowl eligible against a lineup of WSU, ASU, UW, Oregon.
Cal scoring the game's final 18 points spoiled the record-setting performance for Oregon State's Sean Mannion, who completed 30 of 45 passes for 320 yards to became the Pac-12's all-time passing leader.
Mannion, who entered the game needing 194 yards to break former USC quarterback Matt Barkley's record of 12,327 yards, completed passes to seven different receivers.
The Bears came into game ranked fourth in the nation in passing yards, averaging 371.5 yards a game, but kept OSU on their heels with a running game that racked up a season-high 269 yards on 47 carries.
Goff completed 24 of 47 passes for 277 yards -- the first time in seven games that he had thrown for less than 300 yards.
Trailing 27-10 in the third quarter, the Beavs caught fire. Mannion guided Oregon State on three consecutive touchdown drives, taking a 31-27 lead on Terron Ward's 16-yard run with 12:02 to play.
It all looked like everything was in line for a thrilling Oregon State comeback. But Cal marched 75 yards after the kickoff in 11 plays, with OSU only forcing one third down on the drive.
Now trailing 34-31, Mannion under duress threw an interception and Cal set up shop at the OSU 26-yard line. The Beavs held and forced a field goal. So they were still within a touchdown of taking the lead back, with 6:07 remaining in the game.
But OSU turned it over on downs at midfield and Cal converted a third-and-two on their way to the end zone one last time.
The Oregon State offense sputtered in the first quarter withn 14 plays that netted 70 yards and as many punts (three) as first downs. They crossed midfield for the first time when Storm Woods broke a 49-yard run on the first play of the second quarter that took the ball to the 3.
Mannion hit wide receiver Rahmel Dockery on a slant with a 3-yard touchdown pass to take 7-3 lead. Cal responded with a 10-play, 75-yard scoring drive, with 10:05 remaining in the half.
Oregon State can't hit Cal's curveball
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