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 today.

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.

He 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 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.