USC was making its third straight appearance in the Rose Bowl, while Illinois had not played in the game since 1984. Though Illinois won the Big Ten Conference title in 2001, the then-rotating BCS title game moved them to the Sugar Bowl.
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. Five plays later, Trojans freshman Joe McKnight scored on a 6-yard run, making the score 35-10. USC gained a Rose Bowl-record 633 yards of offense in defeating Illinois 49-17.