Ann Arbor, MI -- (Sports Network) - Juice Williams threw for 310 yards and two touchdowns to lead the Illinois Fighting Illini to a 45-20 victory over the Michigan Wolverines in a Big Ten matchup at Michigan Stadium.

Williams also added another two scores to go with 121 yards on the ground in the Illinois (3-2, 1-1 Big 10) victory, while Arrelious Benn grabbed six balls for 122 yards for the Illini.

Steven Threet threw for 250 yards and two touchdowns to lead Michigan (2-3, 1-1) in the losing effort. Sam McGuffie gained 70 yards and scored once on 19 carries and Martavious Odoms caught seven passes for 129 yards for the Wolverines.

A four-yard run by McGuffie gave the Wolverines a 7-0 lead at the 8:29 mark of the first period of play.

The Illini responded with a 48-yard field goal from Matt Eller three minutes later.

Threet completed an 11-yard TD toss to Greg Matthews to increase the Michigan lead to 14-3 with under a minute remaining in the opening period.

Williams scored on a six-yard run to pull the Illini to within four early in the second period. A 57-yard pass from Williams to Daniel Dufrene gave the Illini a 17-14 lead midway through the frame.

The Illini increased their advantage with a 77-yard pass from Williams to Jeff Cumberland early in the third quarter.

A two-yard plunge by Jason Ford gave the Illini a 31-14 lead early in the final period of play.

Michigan pulled to within 31-20 on a two-yard strike from Threet to Mark Moundros minutes later, but failed to convert the PAT.

The Illini took a 38-20 advantage on a one-yard score by Mikel LeShoure midway through the fourth.

Williams found the end zone for a final time with a two-yard scamper less than two minutes later to account for the final score of the contest and secure the 25-point Illinois victory.

Illinois, which controlled the ball for more than 10 minutes in the final quarter, registered 501 yards of total offense on the day.