Carey, who broke former Washington State RB Rueben Mayes' record of 357 yards set against Oregon in 1984, posted the ninth-best total in FBS history.
Carey stepped up with Wildcats QB Matt Scott out with a concussion. But B.J. Denker was outstanding in relief, completing 12 of 14 passes for 136 yards with two TDs and no interceptions. He also rushed nine times for 44 yards.
Of course, Colorado has the worst defense in the Pac-12 and is one of the worst in the nation.
With the win, the Wildcats improved to 6-4 overall -- bowl eligible under first-year coach Rich Rodriguez after going 4-8 a year ago -- and 3-4 in Pac-12 play. Colorado fell to 1-9 and 1-6 in the conference.
The only good news for Colorado was a nice game for freshman running back Christian Powell, who rushed for 137 yards on 32 carries with two touchdowns.
The Buffs offense moved the ball well, but Arizona -- and Carey -- put the game out of reach with a 21-0 third quarter.
Arizona is at Utah next weekend. Colorado plays host to Washington.