BERKELEY, Calif. - Erik Ainge looked like a man in pain.

It didn't have anything to do with a broken pinky.

It had everything to do with a failure to convert in short-yardage situations of a 45-31 loss at No. 12-ranked California on Saturday night.

Tennessee's senior quarterback slumped down at the post-game podium and rubbed his temples like he had a massive headache.

"I think we did a lot of good things on offense, but the disappointing thing is third-and-1, third-and-2, and not getting in the end zone down in the red zone," Ainge said. "You can't win close football games if you can't make third-and-short."

The first example came early in the second quarter when on third-and-1 the Vols lost two yards on a pass from Ainge to Arian Foster.

On the next play, Cal's DeSean Jackson took a 77-yard punt return to the house.

Another third-and-1 resulted in a 7-yard loss when Bears' pressure forced Ainge into a panicked pitch intended for freshman running back Lennon Creer.

Then came four tries to score from the Cal 2.

It didn't happen.

"We just didn't get it done," Ainge said. "We knew going in they had a very good offense and very good special teams. We knew we were going to have to score some points.

"Those third-and-shorts and that goal-line stand, that was the game."

Ainge still finished 32-of-47 passing for 271 yards and three touchdowns.

It was a career-high for completions in a game and Ainge couldn't have cared less.

"I think we made a lot of plays," Ainge said. "We just have to make the key plays.

"We did a good job, but good doesn't win against the No. 12-ranked team in the country. We need to step it up and play great."

The Vols' offense was good enough to produce 20 first downs and a total of 382 yards.

"We can be great," Ainge said. "We just have to go about it in practice.

"The wide receivers did a great job out there in our first game. Were we perfect? No. But I'm excited where we're at."

All the talk all week had been about a broken right throwing pinky Ainge suffered in practice on Monday.

The Vols' faithful did a collective gasp, and an ensuing sigh of relief when it was determined Ainge would play.

At least numbers-wise, it didn't appear to affect Ainge.

"On a couple of throws it came out pretty terrible," Ainge said. "That one to Lucas Taylor down at the end zone didn't come out right at all.

"That doesn't usually happen to me when guys are open like that. I've just got to play through it and persevere."

The no-huddle offense seemed to keep Cal off balance at times, but as fast as Tennessee could score, the Bears were scoring faster.

It started on UT's first series.

Maybe it was a bad omen.

After making one first down, Ainge went back to pass and was leveled from the back side by Cal linebacker Zack Follett.

Worrell Williams picked the ball up and ran it in from the UT 44.

"It was a protection breakdown," Ainge said.

UT responded with a touchdown on an Ainge-to-Arian Foster 12-yard TD pass.

Tennessee kept answering Cal scores until late in the first half.

"It's a good, tough environment to play in, but it's those eleven on the field that makes it tough," UT coach Phillip Fulmer said. "I thought (Erik) showed a lot of courage in the game."

Tight end Chris Brown made his presence felt with a team-high seven catches for 54 yards and two TDs.

Lucas Taylor was the big-play guy with six catches for 103 yards. Josh Briscoe and Austin Rogers added six catches each.

One UT number not as lofty as expected was the 111 yards in total rushing. Cal had 230.

Foster finished with 89 yards on 13 carries.

"I felt like I played pretty good tonight, but there's always room for improvement," Foster said. "This loss just hurts.

"My grandpa said, 'Keep your head up. This isn't about losing, it's about how you take a loss.'

"We've just got to move on and see how we rebound. The most important thing is getting everybody healthy and learning from our mistakes."