BERKELEY, Calif. – Illinois isn’t happy with a 35-20 loss to Cal on Saturday. But it isn’t devastated, either.

Instead the Illini are collecting cues on where to improve, identify strengths to build on and getting set for the Big Ten.

“I’m encouraged from the standpoint that we’re not as far away as maybe everybody wants to think,” head coach Ron Zook said. “That’s a good football team we played today. They’re a well-coached team; they made some great adjustments both offensively and defensively.”

Cal trailed for most of three quarters before shutting down the Illini after a 79-yard punt return in the fourth.

The Bears scored first, with a 5-yard touchdown run two minutes into the game, but Illinois answered six minutes later as Pierre Thomas dove 1 yard into the end zone.

Illinois picked up 10 more points in the second quarter, as quarterback Tim Brasic rushed right and cut in for a 1-yard touchdown on fourth-and-goal just 53 seconds into the quarter. Jason Reda sailed the ball through the uprights twice after that, once on the PAT and again for a field goal from the 36-yard line.

The Illini carried a 17-7 lead into the half.

“I tired to tell them at halftime, ‘don’t worry about the score of the game, worry about playing as hard as we can play for 30 more minutes,'” Zook said. “I think that we began to worry about winning and losing at that point.”

During the break, Cal adjusted to Illinois’ spread offense and came back ready for battle. The Illini, on the other hand, began to panic a little and lost its focus.

“(Cal) made a lot of adjustments on both sides of the football,” Zook said. “They started pressuring a little bit more on defense, and then offensively they were getting a little bit unbalanced and doing some things they hadn’t shown coming back to the short side.”

The Bears scored midway through the third quarter on a 26-yard pass from Joe Ayoob to third-string tailback Marcus O’Keith. Illinois went scoreless for those 15 minutes.

Defensively, the Illini tackling started to suffer. Defensive end Xavier Fulton said the Illini began to lose focus and couldn’t recover in time.

“I think what happened was people started to worry about not only their assignments, but other people’s assignments and trying to do too much,” Fulton said. “We started to take on blocks and look around for the football, instead of finishing our tackles. When you start looking around for the ball, it’s going to go by you just like that.”

Even though Cal picked up a 2-point lead on a touchdown run early in the fourth, the real blow came less than two minutes later. Steve Weatherford kicked a 47-yard punt, which Cal’s Tim Mixon returned for a 79-yard touchdown run.

“Unacceptable,” Zook said of Illinois’ coverage. “We had three guys who had a hold of him, but you’ve got to get him on the ground. It was a good return, but we need guys there to make the play.”

After that, O’Keith scored another touchdown for the Bears. The Illini managed nothing more than a Reda field goal, the Illini’s only points of the half.

But as the Illini fell to No. 15 Cal, they put that game behind them. The Illini have a tough Big Ten schedule, starting with 3-0 Michigan State next Saturday at Memorial Stadium.

“It allowed us to really see where we’re at,” safety Kevin Mitchell said. “As a team, we’re feeling really good. They’re a 15th-ranked team, and we’re coming out ready to play. We’re going to take it to Michigan State next week. We’re going to prepare like we’ve been preparing, and we’ll be OK.”