ANN ARBOR, Mich. €" 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.