The Wolverines lost their opening game, at home, to Notre Dame 24-19. The UCLA Bruins under Terry Donahue and the Michigan Wolverines under Bo Schembechler met for the only time since the 1983 Rose Bowl in a UCLA home game at the Rose Bowl Stadium on September 23, 1989. The #5 ranked Michigan Wolverines defeated #24 ranked UCLA 24-23. This was the first win in a 10-game winning streak. The biggest win was a 24-10 win at Illinois that ultimately gave the Big 10 title to Michigan over the 2nd place Illini.
USC lost their opener to Illinois 14-13, but won the rest with the exception of a 28-24 mid season loss at Notre Dame and a 10-10 tie in their regular season finale with rival UCLA. They won the Pac-10 title by 2½ games over Washington.
The game was expected to be a tight physical defensive struggle and it was. USC had leads of 7-0 first when Todd Marinovich ran for a touchdown and 10-3 with a field goal, but each time Michigan came back to tie the score. Midway through the 4th quarter, Michigan faced a 4th down and 2 yards to go at its own 46 yard line. The normally conservative Bo Schembechler called for a fake punt and it worked to perfection as punter Chris Stapleton rambled 24 yards for what would have been a first down. However, Michigan was called for holding on what is currently a disputed penalty in the USC-Michigan rivalry history. On the resultant drive, USC scored the winning touchdown with just over a minute to play. At the end of the game Schembechler walked off the field refusing interview requests. It was the legendary coach's last game at Michigan.