ANN ARBOR, Mich. (AP) — Juice Williams did what no player had in 500 games at Michigan Stadium.

He accounted for 431 yards of total offense and enjoyed the record-breaking feat because Illinois rallied to rout the Wolverines 45-20 Saturday.

Williams threw for 310 yards and two touchdowns and ran for 121 yards and two scores without making a mistake.

"It feels great to play a game like that — and win," he said. "After we played Missouri, I said I'd trade all those numbers for a win."

Williams opened the season by throwing for a career-best 451 yards and five TDs in a loss to the fourth-ranked Tigers.

He dominated Michigan with an accurate arm, quick feet and a cool head.

"He's obviously the perfect quarterback for the spread," Wolverines coach Rich Rodriguez said. "He can run and he can throw. I was very impressed with him."

The Illini (3-2, 1-1 Big Ten) 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.

"There's a lot of mystique about this place," Illinois coach Ron Zook said. "It's an honor to come into Michigan Stadium and come out of here with a win."

The Illini were the second team to do it this year, following Utah's season-opening victory at the storied venue.

Michigan (2-3, 1-1) has its worst record after five games since starting 1-4 in 1967, two years before Bo Schembechler arrived.

"We've got to coach 'em up," Rodriguez said. "They've got to take it to heart and I think they will."

The Wolverines got off to a good start for a change, scoring a season-high 14 points in the first quarter. Then they went scoreless for nearly 34 minutes and gave up 28 unanswered points, and then some more, to turn the game into a rout.

Illinois' defense, which was giving up a conference-high 32 points a game, shut down Michigan's for two-plus quarters before Steven Threet threw for a score on fourth down with 11:54 left.

But on a day when little went right, K.C. Lopata's extra-point kick hit the right upright to make it 31-20 and a pass-interference penalty kept Illinois' ensuing drive alive on a third down.

On the next third down, Williams ran for 50 yards on a draw to set up a TD that essentially sealed the win.

Williams completed 13 of 26 passes and many of his incompletions were intentional as he eluded sacks and threw the ball away to avoid big losses.

"You can't make mistakes like we did or he will make some big plays," Michigan linebacker Obi Ezeh said. "What did he have, 500 yards of offense?"

Almost.

Williams' 431 yards of offense matched what Northwestern's Sandy Schwab produced against the Wolverines at home in 1982, and it surpassed the 403 yards Illinois' Tony Eason accounted for at Michigan Stadium in 1981.

Williams connected with Jeff Cumberland for a 77-yard pass, the longest by an Illini quarterback since 1985, and a perfectly lofted screen to running back Daniel Dufrene turned into a 57-yard TD.

Arrelious Benn had six catches for 122 yards for the Illini, who fell out of The Associated Press poll for the first time this season following last week's loss at Penn State.

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 in what was their best season before winning nine games last season and playing in the Rose Bowl for the first time since 1984.

"Obviously, it's a big, big win for us, but I think you have to keep it in perspective," Zook said. "Michigan had a big, big win last week and once again, in the Big Ten you have to stay focused on the game at hand."

The Wolverines were coming off their biggest-ever comeback win at home, rallying from a 19-point deficit to beat Wisconsin in the 500th game at Michigan Stadium.

With a third loss in five games, college football's winningest program has some work to do to win enough games to play in a 34th straight bowl in Rodriguez's debut season.

"In practice it seems like we are getting it right," he said. "But we aren't getting it done on the field."