This game was the third meeting between the UCLA Bruins and the Michigan Wolverines in a 366-day span. They met on December 31,
1981, in the
Bluebonnet Bowl. Michigan won that game 33–14, which was the first Big Ten/Pac-10 bowl meeting outside the Rose Bowl. As such, it was labeled the "mini Rose Bowl." During the
regular season on September 25, UCLA played the Wolverines at
Michigan Stadium. Quarterback Steve Smith's six-yard run gave Michigan a 14–0 lead and after the Wolverines blocked a Bruin punt and took possession on the UCLA seven, Smith's five-yard pass to
Anthony Carter made the score 21–0 with 12:57 remaining in the second quarter. The Bruins scored two touchdowns and were behind 21–14 at the half in the game at Ann Arbor with one second left to play. The Bruin players headed for the locker room. They had to come back out because Michigan head coach
Bo Schembechler had called a time-out with one second left. Ali Haji-Sheikh kicked a 47-yard field goal to increase Michigan's lead to 24–14. When UCLA coach
Terry Donahue began to argue with the referees, Schembechler reportedly ran past and screamed, "That's three more points, Terry!" UCLA won 31–27, overcoming a 21–0 deficit, in what stood as one of the greatest comebacks in Bruin football history until the
2005 Sun Bowl.
Michigan Wolverines Michigan started the season 1–2, losing 23–17 at
Notre Dame, and losing at home to UCLA 31–27. The Wolverines did not lose again until the final regular season game, falling at
rival Ohio State 24–14 after having already clinched the Big Ten title and a Rose Bowl berth.
UCLA Bruins The
Rose Bowl in
Pasadena became UCLA's home stadium
this season, after decades at the
Los Angeles Memorial Coliseum. Head coach Terry Donahue made a promise that UCLA would end their season in the Rose Bowl game. UCLA opened with 4 straight wins, was tied by
Arizona 24–24, then won another three games before a seemingly crushing loss at
Washington 10–7. That game gave the Huskies the Pac-10 lead and inside track to the Rose Bowl. UCLA recovered to sneak by
John Elway and
Stanford 38–35, and went into their game with
rival USC needing to beat the Trojans, have fifth-ranked Washington lose at struggling
Washington State, AND #8
Arizona State lose at Arizona. On November 20, the improbable happened. The Bruins beat the Trojans 20–19, when after USC scored a touchdown on the final play of the game, Karl Morgan sacked
Scott Tinsley on the two-point conversion attempt to preserve the win. That same day, Washington was upset 24–20 by Washington State in
Pullman. The story of the day that overshadowed these circumstances however, was
The Play, with
Cal defeating Stanford in
the Big Game. One week later, Arizona knocked off Arizona State 28–18 and the Bruins were in the Rose Bowl. ==Game summary==