ANN ARBOR - Back to reality.

The Michigan Wolverines again fumbled and stumbled all over the place yesterday, but this time had no magic comeback to hide their warts.

Illinois quarterback Juice Williams and his Illini exposed UM in handing the Wolverines their worst loss under new coach Rich Rodriguez, 45-20. Toledo visits Michigan Stadium next.

After yesterday's disaster, Rodriguez was direct about where his Wolverines are at.

"We're not a very good football team right now, that's obvious," he said.

What would make Rodriguez say such a thing?

Let's start with the numbers.

The Illini (3-2, 1-1) beat UM for the first time since 1999 and rang up the most points against the Wolverines since Tennessee scored 51 on New Year's Day in 2002.

The 45 points were also the most scored against UM at home since Florida State tallied 51 on Sept. 28, 1991.

It gets worse.

Williams threw for 310 yards and rushed for 121, setting the Michigan Stadium record for total offense. His 431 yards tied the record for yardage by an individual against the Wolverines, which was set by Northwestern's Sandy Schwab on Oct. 23, 1982.

But it's how Williams and Co. did all that damage that had Rodriguez steamed.

Williams collected 57 passing yards and one of his two touchdown tosses on a screen pass to running back Daniel

Dufrene in the second quarter. He registered 77 more yards and another score on a third-quarter bomb to Jeff Cumberland.

The Wolverines also couldn't cover Arrelious Benn, who had six catches for 122 yards. And, of course, UM had two more fumbles that led to 14 Illini points.

The Wolverines (2-3, 1-1) didn't play well for much of its 27-25 comeback victory over Wisconsin last week but found a way to win. What happened yesterday had a sobering effect.

"Let's face it. We're going to grind the rest of the year,"

Rodriguez said. "That's where we're at right now. If I'm speaking two, three, four years from now to you, saying every game's a grind, then obviously we didn't build the program the right way.

"Right now, this year, we may have to grind."

Wolverines quarterback Steven Threet enjoyed career highs with 250 passing yards and two touchdowns. But he had 95 of those yards and one of his scoring throws in the first quarter.

Threet helped put UM up 14-3 with an 11-yard touchdown pass to Greg Mathews with 49 seconds left in the opening period. His other scoring toss went to fullback Mark Moundros from two yards out early in the fourth.

Threet didn't throw any interceptions, but he and running back Michael Shaw fumbled a handoff late in the third quarter, leading to an Illinois score. He was also sacked a season-high four times and missed more open receivers streaking down the field.

UM's quarterback was also hindered by a struggling ground attack. Sam McGuffie finished with 70 yards and a touchdown on 19 carries, but 21 of those yards came on one play.

The Wolverines finished with just 69 rushing yards.

"We had too many mistakes that ended drives," Threet explained.

His top target was freshman Martavious Odoms, who caught seven passes for 129 yards. Odoms had 315 all-purpose yards thanks to a strong day returning kicks, but his fourth-quarter fumble on one of those returns led to Williams' second rushing touchdown and further buried the Wolverines.

UM trailed 17-14 at halftime - a promising position to be in for the Wolverines considering they had outscored opponents 46-19 in the second half.

Instead, UM's normally stout defense couldn't get off the field. Trailing 31-20 in the fourth, the Wolverines were flagged for pass interference on one third down, then let Williams ramble 50 yards on the next third down to set up Mikel Leshoure's one-yard scoring run.

"We should be getting better every week," said linebacker Obi Ezeh, who tied a career high with 15 tackles. "It's not good to take one step forward and two steps back like we did today."