The Northwestern Wildcats had a string of losing seasons stretching back to 1972. They had last appeared in the 1949 Rose Bowl. The Wildcats opened the 1995 season with a surprise 17-15 win at #9 Notre Dame on September 3, 1995. That Notre Dame team would finish at number 6 and go to the Orange Bowl. However, Notre Dame set the record for largest drop in the rankings AP Poll in the Top 25-era when the next AP poll was released. The Fighting Irish dropped 16 spots, from #9 to #25, after losing to Northwestern (this record has since been beaten by Michigan after losing to Appalachian State during the first week of the 2007 season). The Wildcats, who were then ranked in the AP poll for the first time since 1971, fell out of the spotlight when they lost to Miami University in their next game. They would win against Air Force and Indiana to get back to #25 in the polls. On October 2, the Wildcats had another win that brought them back into national attention, a 19–13 over Michigan in Ann Arbor. The Wildcats would win out the rest of their games with a perfect 8–0 record in the Big Ten Conference. In response to the Wildcats being in the Rose Bowl announcer Harnarine Chris Phillip uttered the quote "We've had all the romance, now let's find out if she can dance."
The USC Trojans opened with six wins until losing at Notre Dame 38–10 on October 21. On October 28, USC and Washington played what would be the deciding game for the conference at Husky Stadium. Down 21–0 in the fourth quarter, the Trojans scored three straight touchdowns, with the final coming with 33 seconds remaining. The game ended in a 21-21 tie. A Washington loss to Oregon on November 4 put USC in the lead in the Pac-10 race. Coming into the UCLA-USC rivalry game, the Trojans already had the Rose Bowl berth by virtue of more non-conference victories than Washington, even though a loss to the Bruins would leave both teams with a 6-1-1 record. The Trojans lost to the Bruins 20-24.