By NANCY ARMOUR
AP National Writer
CHAMPAIGN, Ill. -- The score at halftime was 56-3. Most of Penn State's starters spent the second half parked on the bench, and by the time the game finally ended, Illinois had given up the most points in Memorial Stadium history.
Even for a program used to mediocrity, that loss in October 2005 was a debacle.
"During the game, I said, 'I've never been here before.' We were getting killed," Illinois coach Ron Zook recalled. "I said, 'Fellas, this is as bad as it's going to get. It will never be any worse than it is tonight."'
In the silence and humiliation of that awful night, the seeds for a turnaround were planted. Two years later, the Illini are one of the biggest surprises in college football. Their 9-3 record is a seven-game improvement from last year, and earned them an unexpected Rose Bowl date with USC.
It is only the fifth time in school history -- and first time since 1983 -- that Illinois will go to Pasadena.
"I expected to be in a bowl game," junior linebacker Brit Miller said. "But to end up in the Rose Bowl was not expected at all. If someone would have told us we'd end up in the Rose Bowl in camp, we probably would have looked at them a little differently."
Doing things differently is what Zook set out to do when he arrived three years ago, six weeks after being fired at Florida.
Illinois was hardly a Big Ten power or even a contender, really. At least, not in the last 50 years. The Illini would usually put together one impressive season a decade, but records of 4-6, 6-5 and 5-5 were more typical. After Illinois went to the Sugar Bowl after the 2001 season, five losing seasons followed.
"You don't go to college saying, 'I want to be on a losing team.' Everybody wants to win," said linebacker J Leman, who won only eight games his first four years at Illinois. "To go 2-30 in your own conference, where you're supposed to be competitive, at a school like Illinois, that's not something to be very proud of at all."
Perhaps worst were the expectations. Or lack thereof. While a 7-5 season would be a disappointment at Ohio State or Michigan, that was considered a great year at Illinois. And those years when the Illini went 2-9 or 0-11? Well, basketball season was right around the corner.
"I remember two years ago, it was the last game of the year, we came out against Northwestern and there were like 20,000 people," Miller said. "It felt like we were back in high school again."
But Zook saw potential at Illinois. He already had established himself as one of the country's better recruiters -- he recruited most of Florida's national championship team last year -- and despite his struggles with the Gators, he was confident he was a good coach. He and his staff just needed the right setting, the right players and time for their system to take hold.
The first year was ugly. Besides that 63-10 loss to Penn State, there was a 47-point loss to Michigan State and a 38-point loss at Ohio State. The Illini were outscored 435-187, and finished winless in the Big Ten.
"You kind of draw a line in the sand and you can't back up," Zook said. "The first year in particular, there were a lot of times you wanted to back up. But as bad as it was, after I'd regroup a little bit, there was something in my heart saying, 'Just stay the course, just keep going. It's going to work."'
His positive attitude and boundless enthusiasm quickly rubbed off on the players he had inherited, and intrigued the ones he was trying to lure to Champaign.
The night of that Penn State loss, top recruits Juice Williams, Vontae Davis and Chris James were on hand for a recruiting visit. James, a standout receiver from Chicago, already had committed and wondered if he'd made a mistake.
"We thought it can't get any lower, the only place to go is up. But I was trying to figure out how long it was going to take," James said. "I really questioned, did I want to be a part of it.
"But Zook walked in the room with his head high and he won me back over. He just told us, 'If you guys come here, you'll help build the program. That's why we really need you guys.' That got me back."
The next day, Davis told Zook he was on board, too. Last year, Zook landed Arrelious Benn, Davis' high school teammate and one of the best receivers in the country, and beat out Notre Dame for Martez Wilson, one of the top defensive linemen.
But upgrading the talent level was only one step in the process. After years of losing, Illinois had to learn how to win.
Though their 2-10 record didn't show it, the Illini made progress last year. Zook got his first Big Ten win -- on the road, no less -- and his team was leading Wisconsin going into the fourth quarter. The Illini lost to Ohio State 17-10, but outgained the top-ranked Buckeyes and held them to their fewest points of the regular season. Five other losses were by 11 points or less.
"Having been a part of rebuilding a couple of programs, you see the natural progression that takes place with losing big the first year, losing close the second year and then the natural progression is to win close games the third year," offensive coordinator Mike Locksley said.
"The turning point was when I saw the type of talent we were able to recruit in here, even coming off of a losing record. That's when I knew we had something special, and it was just a matter of allowing those guys to develop and grow and gain the experience necessary to learn how to win close games."
Illinois lost its season opener this year, but it was to Missouri, a team that would eventually be No. 1. After winning its next three games, Illinois beat Penn State and snapped then-No. 5 Wisconsin's 14-game winning streak.
It was the first time Illinois had beaten ranked teams in consecutive weekends since 1959, and the first win over a top-five team since 1989.
Though the team lost back-to-back games at Iowa and to Michigan, it rebounded with a stunning upset of Ohio State at The Horseshoe. Williams, who had struggled earlier in the season, was dazzling, going 12-of-22 for 140 yards and four touchdowns, and running for another 70 yards.
It was Illinois' first victory over a top-ranked team since 1956.
"It was like we were an unstoppable force. Everybody was playing well on both sides of the ball," Williams said. "That was one of the highlight moments of the season, and I think that game is really going to dictate how we perform in this upcoming game and next season."
The Illini would have been ecstatic to play in the Capital One or Outback Bowl. But when the wild final weekend ended, Ohio State was back at No. 1 and the Rose Bowl was looking for a replacement.
Organizers could have gone with a higher-ranked team -- they passed on Hawaii and Missouri -- but decided to preserve the traditional Big Ten-Pac-10 matchup and invited Illinois.
"I'm still trying to pinch myself every day," Williams said, "to make sure it's not a dream."
Southern California is a two-touchdown favorite, but the Illini aren't too bothered. After all, nobody would have picked them to be in the Rose Bowl when the season began.
"The thing that excites me is that we're not there yet. We're not where we need to be. We're not where we can be," Zook said. "There's no reason why we can't grow as much in the next two years as we have the last two."