As Tennessee offensive coordinator David Cutcliffe settled into his old perch in the Neyland Stadium pressbox, he looked to his right and breathed a sigh of relief.

There he caught a glimpse of his wife, Karen, in the wives' box as he taped his "stuff" against the glass partition.

Then, Cutcliffe said, he felt comfortable.

"Once I saw her in her old seat, things felt pretty right," Cutcliffe said.

They looked pretty right, too.

Coming off the heels of one of its least productive seasons offensively, the Vols exploded for 514 yards and five touchdowns in a 35-18 victory over No. 9 California on Saturday night.

Junior quarterback Erik Ainge had a stellar night, completing 11 of his 17 passes for a career-high 291 yards and four touchdowns to just one interception.

Robert Meachem caught five passes for 182 yards and two scores, the first multiple-touchdown game for a UT receiver since Jayson Swain caught two against Vanderbilt in 2004.

And Swain, who had gone 14 games without a scoring catch, worked an opening in the middle for 50 yards and outran rover Brandon Hampton for Tennessee's final touchdown.

The offense began, though, with a calm and collected Ainge who completed six of his first seven passes.

"Erik played a heck of a game and just went back to high school," junior receiver Robert Meachem said. "(He) calmed down and relaxed and had a great time out there."

So did Meachem.

His 182 yards were nearly half of his season total from all of 2005.

Those two touchdowns equaled his season total from all of last season.

He did it all against a highly touted defense and while feeling ill.

"Guys, I don't know if you know this but he threw up probably between series about three times and kept coming back," receivers coach Trooper Taylor said. "I don't know if he was nervous or what. Guys, he didn't miss a beat."

For a stretch in the third quarter, about the only thing that could stop Tennessee's offense was the television official and his red hat. And that pesky rule about giving the ball back to your opponent after you score.

After building a 14-0 lead in the first half, Tennessee scored its final three touchdowns in six total plays in the third quarter.

"It felt pretty good for a little while here," Cutcliffe said. "I'll be honest with you, I probably got a little conservative. It's hard sometimes to call the game trying to move the chains rather than trying to go and score."

Ainge hooked up with Meachem for an 80-yard strike — the ninth longest passing play in school history — just 32 seconds into the second half.

He found Swain on a 50-yard score three plays after Cal went three-and-out.

He even bounced back after throwing a first-half interception that bounced off Lucas Taylor's hands and into the arms of Hampton.

How Ainge responded felt pretty good to Cutcliffe as well.

"What I liked, he came off the field and I asked him, 'Did you have trouble seeing him?' because it was a crossing route," Cutcliffe said. "He said, 'No, I just threw a bad ball.' That's a good start. Sometimes we throw bad balls and that's OK. I'd rather hear that than a reason why.

"He was a master with his blitz checks, he got us in some situations in the run game to be successful and that was growth for him."

The offensive line, with first-time starter Michael Frogg at center, kept Cal from recording a sack. It also paved the way for 216 rushing yards, highlighted by Montario Hardesty's 43-yard touchdown run.

That run capped Tennessee's 21-point outburst in the third quarter.

But it's just the start of Tennessee's offensive reclamation project.

"For the receivers, we had a chip on our shoulders because No. 13 (Cal cornerback Daymeion Hughes) had a lot to say at press conferences," Meachem said. "For us, it was like somebody talking about your momma, somebody stepping on your shoe in the club. Today, we just had a chip on our shoulder. We just wanted to go out perform and show the world that we're back.

"We want to make it Wide Receiver U, and we kind of did that, but we've still got a long way to go."