Notre Dame overcame four turnovers and scored the winning touchdown with 2:23 left in the game to defeat USC, 20-16.

It was the first win for the Irish over the Trojans since 2001. Freshman quarterback Tommy Rees completed 20 0f 34 passes for 149 yards and two touchdowns but was intercepted three times. Tailback Robert Hughes scored the winning touchdown on a 5-yard run. USC quarterback Mitch Mustain, subbing for the injured Matt Barkley, hit on 20 of 37 passes for 177 yards.

USC kicker Joe Houston hit a 45-yard field goal for the first score of the game and a 3-0 USC lead. Late in the second quarter, the Irish capped a 16-play, 79-yard drive when Rees hit wide receiver Michael Floyd on a 1-yard touchdown pass to give Notre Dame a 7-3 lead. Rees then threw his second scoring strike of the evening, another 1-yarder, this time to Duval Kamara. Notre Dame had a 13-3 halftime lead.as Rees completed 16 of 24 passes for 122 yards.

Rees was picked off for the second time early in the third quarter, but USC (7-5) could only muster another field goal by Houston. His 23-yarder drew the Trojans to 13-6. The Notre Dame quarterback was then sacked and fumbled midway through the third quarter, and Mustain tied the score at 13-13, scoring on a quarterback sneak. The Trojans intercepted Rees for the third time midway through the fourth quarter and converted a 37-yard Houston field goal to take a 16-13 lead with 6:26 left. The Irish then went ahead 20-16 with 2:23 left in the game when Hughes culminated a 77-yard drive with the winning touchdown run.

Brian Kelly's Irish (7-5) finished the regular season with their third straight win.