Old Dominion University (ODU) and the College of William & Mary (W&M) are located in Norfolk, Virginia and Williamsburg, Virginia, respectively, which are only 45 miles apart. ODU developed in the early 1900s as the "Norfolk Division of William & Mary," an extension campus, and did not become independently operating until 1962. ODU had a football program during the 1930s but had to drop it due to budget constraints. In 2008, the school revived its program after a roughly 70-year dormancy, and by 2010 both W&M and ODU were battling for Colonial Athletic Association supremacy.
In May 2012, Old Dominion announced that it will be joining Conference USA for football in 2015. The move will cause the rivalry with William & Mary to cease after 2014.