As with the previous year's game, the contest was a semi-traditional Rose Bowl in that while it was a Big Ten versus Pac-10 matchup, the Big Ten representative was an at-large team because the conference champion, Ohio State, which lost to Illinois earlier in the season, was selected to play in the BCS National Championship Game.

USC took an early 21–0 lead, including a touchdown pass by backup quarterback Garrett Green on a trick play.

Illinois verged on closing to 21–10 midway through the third quarter, but receiver Jacob Willis fumbled into the end zone after a catch and Trojans linebacker Brian Cushing recovered for a touchback.

USC converted that miscue into a touchdown and then cornerback Cary Harris intercepted Illinois quarterback Juice Williams's pass on the first play of the ensuing possession.

Most TD passes career, Rose Bowl History- 7, John David Booty Pound sign (#) denotes national championship game.