ANN ARBOR, Mich. - The last time Illinois came close to scoring 40 points on Michigan, Red Grange was blazing a trail into history.

While accounting for six touchdowns in the Memorial Stadium dedication game in 1924, "The Galloping Ghost" helped Illinois post a 39-14 victory that is still celebrated as one of the school's great gridiron achievements.

On Saturday at Michigan Stadium, before a crowd of 109,750, Illinois beat Michigan for just the fifth time in the past 50 years, riding the versatility of quarterback Juice Williams and a revved up defense to a 45-20 victory that some players felt may have saved the season.

It was the most points Illinois has ever scored against the Wolverines, and the 25-point margin of victory equaled the accomplishment Grange & Co. turned in 84 years ago.

Perhaps more important, this victory could prove to be an important stepping stone for an Illini team that lost its Big Ten opener last week at Penn State and needed a confidence boost before returning home to play Minnesota next Saturday.

"I told someone earlier in the week that I wasn't going to say anything to anyone on the team, but we needed this one," said linebacker Brit Miller, who led the team with nine tackles, including two sacks and two stops behind the line of scrimmage. "If we don't win this one, the season could have been in a little danger, I think.

"This is a big one for us."

Big, yes. And certainly not automatic after falling behind 14-3 in the first quarter. But from that point forward, Illinois (3-2, 1-1 Big Ten) scored 28 unanswered points, then tacked on two more touchdowns late.

Juice Williams completed 13 of 26 passes for 310 yards, two touchdowns and no interceptions. He also ran 19 times for 121 yards and two touchdowns. He said Illini coach Ron Zook challenged him and some other key players to step up their games and he was determined to answer the challenge.

"He said on a team there are great players, good players and role players. He came to us and said the great players have to play great all the time. We can't take games off. That was his challenge to us, and we had to step up to the plate and play better than we had been doing."

Offensive coordinator Mike Locksley said this might have been Williams' best game, even better than his previous signature game in a victory at top-ranked Ohio State last season.

"The thing I was most pleased with was that he didn't turn the ball over. He made some big throws. He didn't leave as many plays out there and he made big plays when we had to have them," Locksley said.

After falling into the 14-3 hole, Williams started Illinois' comeback with a 6-yard touchdown run five seconds into the second quarter. That made it 14-10, and at the same time, the defense was knuckling down and making it tougher for the Wolverines (2-3, 1-1).

After the defense forced a quick Michigan punt, Illinois took its first lead of the game. As Michigan blitzed in on Williams, he feathered a perfect screen pass to Daniel Dufrene, who caught the ball in stride and kicked it into high gear, outrunning the Michigan defense for a 57-yard touchdown that gave the Illini a 17-14 lead with 10:49 left in the second quarter.

It stayed that way until the third quarter when Illinois turned up the heat on the Wolverines.

On third-and-10 from the Illini 23, Williams spotted wideout Jeff Cumberland streaking down the left sideline. He fired a perfect bullet strike, and Cumberland raced 77 yards to the end zone for a 24-14 Illini lead.

Meanwhile, the defense was beginning to push Michigan around.

Five of Michigan's first six plays in the second half went for a loss. Two of them were on consecutive quarterback sacks by Miller.

Late in the quarter, defensive tackle Josh Brent recovered a Michigan fumble, setting up another Illini touchdown.

This time, freshman Jason Ford took a pitch from Williams and rolled into the corner of the end zone from 2 yards out to make it 31-14 early in the fourth quarter.

A touchdown by Michigan quarterback Steven Threet made it 31-20, but running touchdowns by Mikel LeShoure and Williams added fourth-quarter fuel that pushed the game well out of reach.

"I told our football team, any time you go on the road and play in the Big Ten Conference, you'd better be strapped up," Zook said. "I think our guys took a little step today, maybe growing up a little particularly on the defensive side of the football. I was proud of them."

The Illini defense limited Michigan to 4 yards of offense in the third quarter. And the Illini offense rolled up 501 yards and did not have a turnover.

So Illinois returns to Champaign and gets ready to play its first home game since Sept. 13. The opponent at 11 a.m. Saturday is Minneosta, which improved to 5-1 with a victory over Indiana.

mtupper@herald-review.com|421-7983