Despite a 3.9 GPA and high test scores, she didn't get into UC Berkeley. She didn't get into UC Santa Barbara. And she didn't get into UCLA.

So Michelle McGoon did what many excellent students like her are doing: she decided to attend community college and try to transfer to UC in two years.

Transfer rates from the state's 108-community college system to UC are on the rise. And while some see that as a positive sign that the state is doing better at helping its most disadvantaged students, other educators see a troubling trend.

As an enormous tidal wave of college-age students washes over the state, the elite University of California is filling up and eligible students aren't getting into their first-choice campuses as they might have five or 10 years ago.

So, like McGoon, many are attending community college and in turn, making it more competitive to get into UC as a transfer student. Some educators fear these high-caliber students will displace those struggling at the lower end of the community college academic spectrum.

"The nontraditional students that we've worked so hard to serve, those are the students who will be pushed out of the system," said Mark Edelstein, president of Diablo Valley College, which has one of the highest transfer rates of any community college in the state.

"Those students are going to be in competition with students who ... if the system had been able to expand the way the state population has, would have gone directly to a four-year university."

The evidence for this is largely anecdotal, but a number of educators agreed that the college-age boom is forcing UC-eligible students into the community college system.

Bickie Lee, 20, had a respectable 3.5 GPA out of a 4.0 at Alameda High. She took Advanced Placement English and honors Spanish. She played volleyball, ran varsity track, was a cheerleader and volunteered for the Red Cross. But both Cal and UC Davis rejected her, the only two places she applied and the ones her family had its heart set on. She has just finished her first year at DVC and feels an enormous pressure to transfer successfully.

"If I don't get in (to UC) I'll feel like more of a failure," she said.

If the transfer rate is increasing because more UC-eligible students are attending community college, it's not a bad thing, said UC spokesman Hanan Eisenman. Instead of going out of state, they're staying here.

"The community colleges are a great way to come to UC," he said.

Transfer students used to have an easier time getting into Berkeley than graduating high school seniors did. Now it's just about as difficult.

One clear sign of how much tougher it is to get in Cal is that the average GPA for transfer students has increased from 3.42 in 1989 to 3.7 for this fall. In that same period, the number of applications soared 39 percent to 10,018, even though the number of students Berkeley admits has stayed relatively constant at a little over 2,000.

"It has simply just become more competitive every year," said Pamela Burnett, director of undergraduate admissions.

Students are willing to wait. Michael Lee was admitted to UC Davis and UC San Diego with a 4.1 GPA and a background as a kung fu instructor. But he really wanted to attend UC Berkeley, which initially rejected him.

Offered a spot in Cal's Cooperative Admission Program, he jumped at the chance. If he completes two years at DVC and maintains a 3.3 GPA, he's guaranteed a spot at Berkeley. The benefits are two-fold: it will save his mother money on fees, and he will have the prestige of Berkeley on his resume.

While the Berkeley campus is turning away more transfer students than ever before, the university system as a whole is admitting a greater percentage.

Systemwide, UC admitted 14,665 transfer students for next fall, up 7.6 percent over last year.

That's in part simply a result of the surge in college-age students and the phenomenon of highly prepared UC-eligible students attending community college, said Pat Callan of the National Center for Public Policy in Higher Education, a nonprofit group in San Jose.

If the state were doing a good job of living up to the spirit of transfer -- which should be about helping community college students become eligible for UC -- then the transfer admission rate would be twice that, he said.

"Community colleges are in a terrible squeeze -- they have the tidal wave to deal with, they have a bad economy ... and they have the students whom they are responsible for getting up to speed."

By 2010, the California Postsecondary Education Commission predicts that nearly 313,000 full-time equivalent students will be turned away from the community colleges because of space constraints; the 23-campus California State University will have to turn away about 127,000; and the nine-campus University of California, 30,770.

A growing chorus of educators are calling on the state to develop a comprehensive plan to handle the booming college-age population, much like the well-regarded 1960 master plan for higher education.

That plan carefully delineated the roles of the three-tiered system: UC as an elite research university that admits the top 12.5 percent of graduating high school seniors; California State University as a teaching university that admits the top third; and a vast community college system that prepares the rest for a four-year university or vocational career.

Back then, the state guaranteed it would provide "a free or low-cost education to everyone who wanted it," said Edelstein. "We don't have that will anymore apparently."

McGoon figured her strong grades, good SAT score, and a raft of Advanced Placement courses would get her into one of her top three UC choices. UC did offer her a scholarship to UC Riverside, but she didn't want to go there.

She knows she's making the transfer pool more competitive.

"It's become extremely competitive," she said. "I blame a lot on the government of California for not preparing for this rush of students who are more educated."