Wisconsin opened the scoring, after quarterback Brooks Bollinger threw a 54-yard touchdown pass to wide receiver Lee Evans for an early 7-0 lead. UCLA responded when Cory Paus threw a 64-yard touchdown pass to Freddie Mitchell to even the score at 7. UCLA's Chris Griffin added a 31-yard field goal to push UCLA's lead to 10-7.
In the second quarter, running back DeShaun Foster rushed 7 yards for a touchdown, to increase the lead to 17-7. In the third quarter, Chris Griffin kicked his second field goal of the game, a 25 yarder, to move the lead to 20-7. Brooks Bollinger later found wide receiver Chris Chambers for a 3-yard touchdown pass, cutting the lead to 20-14. Michael Bennett's 6-yard touchdown run gave the Badgers a 21-20 lead, and eventually the ball game.