ANN ARBOR, Mich. -- Juice Williams beat Michigan with an accurate arm, quick feet and a cool head.
Williams threw for 310 yards and two touchdowns and ran for 121 yards and two scores without making a mistake, leading Illinois to a 45-20 win over the Wolverines on Saturday.
The quarterback's 431 yards of total offense for the Fighting Illini (3-2, 1-1 Big Ten) were the most any player has had at Michigan Stadium and it matched an opponent record against the Wolverines.
The Illini set a school record for points against Michigan, surpassing the 39 points Red Grange helped them score in 1924 as Memorial Stadium was dedicated, and they scored the most any team has at the Big House since Florida State had 51 in 1991.
Michigan (2-3, 1-1) has its worst record after five games since starting 1-4 in 1967, two years before Bo Schembechler arrived.
The Wolverines got off to a good start for a change, scoring a season-high 14 points in the first quarter, then they gave up 28 unanswered points and then some more to turn the game into a rout.
Williams completed 13 of 26 passes and many of his incomplete passes were intentional after he eluded sacks and threw the ball away to avoid big losses. He ran the ball 19 times, including a 50-yard run that set up a score in the fourth quarter.
Arrelious Benn had six catches for 122 yards for the Illini, who fell out of The Associated Press poll this week for the first time this season following a loss at Penn State.
Michigan's Steven Threet was 18-of-35 for 250 yards and two TDs. Sam McGuffie ran for 70 yards and a touchdown and freshman Martavious Odoums set season highs with seven receptions and 129 yards receiving.
Thanks to Williams' sensational performance, Illinois won at Michigan Stadium for the first time since 1999. That victory helped the Illini go from 3-3 to 8-4, including a bowl win over Virginia, in what was their best season before winning nine games last season and playing in the Rose Bowl for the first time since 1984.
Michigan has some work to do to win enough games to play in a 34th straight bowl in Rich Rodriguez's debut season with college football's winningest program.
Running back Devontae Booker had 124 combined yards and a touchdown and Utah spoiled Jim Harbaugh's Michigan coaching debut, beating the Wolverines 24-17 on Thursday night.
Arizona star linebacker Scooby Wright will have an MRI after injuring his left knee in the first quarter of the Wildcats' season-opening 42-32 win over UTSA on Thursday night.
Miami reserve linebacker Al-Quadin Muhammad has been suspended for the season opener against Bethune-Cookman on Saturday for a violation of team rules, a source confirmed to ESPN.com
Trevone Boykin threw for 246 yards and a touchdown and ran for 92 yards and another score to help No. 2 TCU outlast Minnesota 23-17 on Thursday night.
All-American defensive end Shawn Oakman and safety Orion Stewart have been suspended for Baylor's season opener Friday against SMU for a violation of team rules, a school spokesman told ESPN.com.
Ohio State quarterback Cardale Jones is "doing fine" after he was released from the hospital Wednesday night after being treated for symptoms related to a migraine headache.