The game, which was delayed a week due to rain, was played on Sunday, January 14, 1940, at Gilmore Stadium in Los Angeles, California, in front of approximately 18,000 fans.

The Packers defeated the All-Stars by a score of 16–7 on three field goals and a 92-yard touchdown pass from Cecil Isbell to Don Hutson.

[8][9] The Packers' team included three future Hall of Famers: Arnie Herber, Clarke Hinkle and Don Hutson.

[10] Lambeau ultimately started a less experienced group with the goal of working out younger players in preparation for the next season.

[11] The NFL All-Stars included five future Hall of Famers: Joe Stydahar, Bruiser Kinard, Mel Hein, Sammy Baugh and Turk Edwards.

[10] Prior to the game during a team meeting, the NFL All-Stars elected Hein and Ki Aldrich as co-captains.

[19] The Packers scored the first points of the game on a short drive down the field in the first quarter, highlighted by a 20-yard pass from Arnie Herber to Don Hutson.

After a few short gains and a dropped pass by Larry Craig, Clarke Hinkle kicked a field goal from the 45-yard line to put the Packers up 3–0.

With the All-Stars taking possession of the ball before the break, Charles Goldenberg deflected a Filchock pass and then intercepted another attempt.

After Herber punted the ball to mid-field, the All-Stars' Davey O'Brien returned the kick 28 yards to the 17-yard line.

On third down at the 5-yard line, O'Brien completed a 5-yard touchdown pass to Joe Carter, with Ward Cuff kicking the extra point.

He continued by highlighting the play of Harry Jacunski, Charley Brock, Tom Greenfield, Larry Buhler, among others, while also mentioning his disappointment in Frank Balazs and Charles Schultz.