The game was presiding over by the 1990 Rose Queen and Royal Court, the Tournament of Roses President Don W. Fedde and Rose Parade Grand Marshal U.S. Senator John Glenn of Ohio. Members of the Royal Court are: Queen Yasmine Delawari, Princesses Kristin Gibb, Inger Miller, Marisa Stephenson, Joanne Ward, Kandace Watson and Peggy Ann Zazueta.
The Wolverines lost their opening game, at home, to Notre Dame 24-19. The UCLA Bruins under Terry Donahue and the Michigan Wolverines under Bo Schembechler met for the only time since the 1983 Rose Bowl in a UCLA home game at the Rose Bowl Stadium on September 23, 1989. The #5 ranked Michigan Wolverines defeated #24 ranked UCLA 24-23. This was the first win in a 10-game winning streak. The biggest win was a 24-10 win at Illinois that ultimately gave the Big 10 title to Michigan over the 2nd place Illini.
USC lost their opener to Illinois 14-13, but won the rest with the exception of a 28-24 mid season loss at Notre Dame and a 10-10 tie in their regular season finale with rival UCLA. They won the Pac-10 title by 2½ games over Washington.
The game was expected to be a tight physical defensive struggle and it was. USC had leads of 7-0 first when Todd Marinovich ran for a touchdown and 10-3 with a field goal, but each time Michigan came back to tie the score. Midway through the 4th quarter, Michigan faced a 4th down and 2 yards to go at its own 46-yard line. The normally conservative Bo Schembechler called for a fake punt and it worked to perfection as punter Chris Stapleton rambled 24 yards for what would have been a first down. However, Michigan was called for holding on what is currently a disputed penalty in the USC-Michigan rivalry history. On the resultant drive, USC scored the winning touchdown with just over a minute to play. At the end of the game Schembechler walked off the field refusing interview requests. It was the legendary coach's last game at Michigan.