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This was widely regarded as a "runner-up" bowl with Purdue appearing only because the Big Ten's "no repeat rule" kept Michigan State out, while USC was controversially voted in over UCLA (see below). So instead of a matchup of #2 Michigan State and #5 UCLA (with 1 loss between them), the game was a matchup of #7 Purdue and #10 USC (with 5 losses between them).
This was the first Rose Bowl appearance for Purdue. Being an odd-numbered year for the bowl game, The AAWU represnetative was the home team so USC wore their cardinal red jerseys while Purdue wore their white shirts with gold pants and helmets as the designated visiting team.
The #7-ranked Boilermakers were led by All-American quarterback Bob Griese and earned their first-ever Rose Bowl berth after going 8–2, (6–1 Big Ten) and finishing second in the Big Ten Conference. Purdue's only losses were to #1 Notre Dame and #2 Michigan State (who famously played to a tie on November 19). League champion Michigan State had gone unbeaten at 7–0 in league play, but was barred from returning to Pasadena under the Big Ten's "no-repeat" rule.
The Pac-8 champion Trojans came into the game with a 7–3 record (4–1 Pac-8), ranked #10. They were controversially awarded the Rose Bowl bid over UCLA, despite UCLA's #5 rank, 9-1 record, and 14-7 victory over USC. Because of a quirk in the schedule, USC played one more conference game than UCLA and had a 4-1 record to UCLA's 3-1. Prior to the UCLA-USC game, it was widely assumed the winner would go to the Rose Bowl. USC was voted in by the AAWU Athletic Directors, who likely regretted their decision after Notre Dame beat USC 51-0 in the season's final game. Many people thought awarding USC the Rose Bowl was to make up for 1964 when USC and Oregon Stated tied for the AAWU title. That year, it was assumed that if USC upset #1 Notre Dame in its final game, they would get the nod over Oregon State. USC upset Notre Dame, but Oregon State was awarded the Rose Bowl berth over USC based on a better overall record (8-2 vs. 7-3). The coach of Oregon State in 1964 was Tommy Prothro, who just happened to be the coach of UCLA in 1966. Another factor may have been the ankle injury to UCLA star quarterback Gary Beban. USC started the season 6–0 before dropping three of their last four going into the matchup with Purdue.
The game was a defensive struggle. Each team scored in the second quarter and at halftime it was 7-7. Purdue took a 14-7 lead in the 3rd quarter. With under 2 minutes to play, USC scored a touchdown on a Troy Winslow to Rod Sherman pass of 19 yards. Coach John McKay decided to go for the win against the favored Boilermakers, but Purdue's George Catavolos intercepted the pass in the end zone to preserve the 14-13 victory.