After declining a contractually obligated pre-game interview with ABC-TV, Paterno headed up to the press box. USC won the coin toss and elected to defer their selection to the second half. Penn State took the ball to open the game, and Derrick Williams and Chaz Powell dropped back to return the kick. Powell brought the ball back to the 26 where the Nittany Lions set up shop. The offense was unable to move though, and after a 3 and out punted to USC.
The Trojans were unable to move on their first series as well, and after receiving the punt, Penn State went to work. Evan Royster reeled off a 15 yard run for a first down before the Lion drive stalled. USC was able to pick up a pair of first downs, and then it appeared that Penn State got a big break when Maybin sacked Sanchez and the ball came loose, however the play was nullified when Maybin was called offsides. Energized, USC began a slow march down the field into Penn State territory, capitalizing on a Sanchez touchdown pass to take a 7-0 lead with 4:19 remaining in the first quarter.
PSU opened their third series passing with a 7 yard toss from Clark to Brackett. a short second down pass was tipped and incomplete, but an option pitch to Williams gave the Lions a first down. A Royster carry and a broken play pass to Williams got the Lions another first down near midfield. A pass and a brilliant run by Deon Butler to the USC 10 was nullified by an illegal shift penalty on Penn State, but a Royster carry and a screen to Stephfon Green set up the Lions at the USC 35. A Clark first down strike to Butler just inside the 10 gave Penn State a first and goal well inside the red zone. Clark finished the drive with a quarterback draw, and the Nittany Lions evened the score at 7-7 as the first quarter drew to a close.
The second quarter opened with a USC posession and a first down out over their own 30. The Trojans wasted no time moving into Penn State territory with a pass from Sanchez to Turner. Another pass from Sanchez to McCoy set up USC on the Penn State 13. After two plays, Sanchez put the Trojans back on top with a quarterback draw of his own.
USC 14, Penn State 7
With Royster on the bench with a knee sprain suffered in the previous drive, Stephfon Green picked up 9 yards on 2 carries, but was unable to pick up a first down on his third carry. A 56 yard punt pinned USC deep. Aided by a penalty for a late hit on Scirotto, the Trojans were able to march down the field, but were stopped in Penn State territory and forced to settle for a field goal.
USC 17, Penn State 7
PSU showed some signs of life on the next drive, but failed to pick up a 3rd and short at the 35, and punted back to USC. The Trojans again drove into Penn State territory mostly on short passes to the outside of the Lion secondary, capped by another touchdown pass, this time from Sanchez to Johnson with 1:24 remaining in the half.
USC 24, Penn State 7
A big return by Green on the ensuing kickoff turned into disaster when Green coughed up the ball at the end of his run, setting up USC at midfield once again. The Trojans wasted little time turning the PSU miscue into points as Gable scampered for a 20 yard touchdown after USC moved the ball into the red zone.
USC 31, Penn State 7
Penn State got the ball, but was unable to move it before time expired in the first half, and the teams headed to the locker room.
USC drove the ball near midfield on their opening posession of the half, but a Gable fumble gave the ball to Penn State at their own 42. After coming up short on third down, PSU went for 4th and 7, and Norwood caught the pass 2 yards short of the mark turning the ball back over to the Trojans on downs. USC's drive also stalled, and was forced to punt. The Trojans attempted to catch PSU with too many people on the field and punted quickly, but were flagged for a substitution infraction for sending a player onto the field and directly to the line. PSU declined, and took the ball on their own 20, as the punt sailed into the end zone. Aided by a couple of timely penalties, and an unsportsmanlike call on a helmet to helmet hit that sent Jordan Norwood to the bench, the Lions marched into the USC red zone as the third quarter drew to a close with no scoring.
The Penn State drive paid off with a touchdown from Clark to Williams with 13:33 remaining in the game.
USC 31, Penn State 14
USC took less than a minute and a half to answer with a touchdown of their own, quickly passing down the middle and taking advantage of a weak PSU secondary.
USC 38, Penn State 14
Penn State drove the length of the field, but their drive stalled at the 8 yard line, and Kevin Kelly came on to kick a field goal.
USC 38, Penn State 17
The Nittany Lion defense stiffened to stop USC, and took over near midfield after a USC punt. Derrick Williams drove inside the Trojan 40 on a triple reverse, and Penn State marched to the USC 4 yard line. A motion penalty pushed the Lions back to the 9, and Clark's second down pass fell harmlessly to the turf. On third down, Clark found Norwood for a touchdown with 4:24 remaining in the game.
USC 38, Penn State 24
PSU held the Trojans to a 3 and out, and got the ball back with 3 minutes to play and no timeouts, but with a defender in his face, Clark threw a desparation pass to Quarless who slipped and fell, and the ball was picked off. Penn State held the Trojans again, and got the ball in the red zone when the USC long snapper snapped the ball over the punter's head. Penn State was unable to take advantage of the gift, and the game ended with a final score of USC 38, Penn State 24.