LOS ANGELES (AP) - Sultan McCullough carried 39 times for 176 yards and the go-ahead touchdown as No. 20 Southern California rallied to beat California 30-28 Saturday.

Carson Palmer threw for 289 yards and two touchdowns for the Trojans, who stormed back from an early 21-3 deficit.

Ryan Killeen, who missed two field goals and a critical extra point in USC's loss to Washington State last week, kicked field goals of 34, 32 and 18 yards and was perfect on PATs. The Trojans beat the Golden Bears at the Coliseum for the first time since 1994, a five-game stretch.

Killeen's two field goals in the fourth quarter proved to be the difference, as the Bears came back to score a touchdown with 35 seconds left.

The Trojans (4-2, 2-1 Pac-10) shut down Cal (4-3, 1-2) after the Bears scored their third TD three minutes into the second quarter.

The 39 carries by McCullough, a former Pac-10 sprint champion and the fastest player ever at USC, were the most for a Trojans tailback since Steve Webster had 40 in a game in 1987.

The school record of 51 carries was set by Ricky Bell in 1976.

Palmer completed 25 of 34 passes and was intercepted twice. Mike Williams had six catches for 103 yards and a touchdown.

Cal's Kyle Boller went 20-of-30 for 211 yards, with two touchdowns. But he was just 6-of-19 for 87 yards in the second half. He threw a 5-yard touchdown pass to Tom Swoboda with 35 seconds left, but the Trojans recovered the onside kick.

McCullough scored on a 2-yard run to give the Trojans a 24-21 lead with 8:38 remaining in the third quarter. He rushed eight times for 38 of the 68 yards USC covered on the drive.

After falling behind 21-3, the Trojans trimmed the deficit to 21-17 by halftime on a pair of scoring throws by Palmer, the first of which appeared to be a phantom touchdown.

On third-and-goal from the Bears' 6, Kareem Kelly made a diving catch in the back of the end zone, but the ball appeared to immediately slip from his grasp and bounce back into his arms. It was ruled a touchdown rather than an incompletion, however.

That score at 5:29 of the second quarter came after Boller dropped the ball while scrambling and Trojans linebacker Matt Grootegoed fell on it to halt a Bears' drive at the USC 34.

On the Trojans' next possession, Palmer engineered a 76-yard drive capped by his 21-yard pass to Williams.

The freshman receiver caught the ball on a short route across the middle and three defenders hit him almost simultaneously, with the force bouncing them off Williams and leaving him standing, free to sprint to the end zone.

Cal built its 21-3 lead on first-quarter touchdown runs by Joe Igber and Terrell Williams, and Boller's 15-yard scoring strike to Jonathan Makonnen in the second quarter.