No. 23 Michigan Wolverines football fell in Bloomington to No. 13 Indiana, 38-21. U-M holds a 1-2 record heading into next week's showdown with Wisconsin.

Here's the best and worst from Saturday's game.

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U-M redshirt sophomore quarterback Joe Milton's rocket arm has been a subject of conversation ever since he stepped foot on campus three years ago. But through two games as the Wolverines' starter and entering Saturday, Milton had completed just one of nine passes that traveled 20 or more yards in the air.

Milton flashed his big arm and big-play ability on his first quarter, 37-yard deep ball to sophomore wideout Cornelius Johnson that went for six points.

U-M's lack of discipline was astounding, with the Wolverines committing 10 penalties on the day. The most frustrating of the bunch were the three offsides, which gave redshirt sophomore quarterback Michael Penix Jr. and the Hoosiers free plays — two of which went for touchdowns.

Head coach Jim Harbaugh addressed the offsides in his postgame press conference.

"That was something we worked hard on and there was definitely a successful strategy for them to clap, look to the sideline, get their next play, come back, clap again and as soon as we jumped, they would snap it," Harbaugh said. "They would send two receivers on the outside down the field and one up the middle and it was a free play. Close to 21 points, two touchdowns and kept drives alive on other occasions."

But it wasn't just the defenders at the line of scrimmage playing undisciplined. After committing four penalties in coverage last week against Michigan State, U-M's secondary was called for three (one holding, two pass interferences) while attempting to contain the Hoosiers' receiving corps.

Last week, it was the big plays, yardage-wise, allowed by U-M in the passing game that ultimately killed the team's chances to win. This week, it was more about the magnitude of the plays Indiana made and the Wolverines didn't that helped amount to this loss.

U-M converted on just 3-of-11 third downs, while the Hoosiers went 9-for-18. The U-M defense didn't step up and get off the field when it needed to, and the offense wasn't able to keep its drives going.

A major reason why U-M's offense failed to keep the chains moving on third down was due to its inability to garner positive plays on first and second down. On five of the Wolverines' 11 third down attempts, they needed 10 or more yards to reach the first-down marker.

Penix ran away with this superlative, after completing 30 of 50 passing attempts for three touchdowns and a career-best 342 yards. Penix picked apart U-M's struggling secondary, and moved well in the pocket when he was pressured (which was rare, given that U-M notched just three quarterback hurries). He also kept the defense guessing, spreading it around to seven different receivers.

Even though the Wolverines looked dead in the water at halftime, the team clawed its way back in the third quarter, cut the Hoosier lead to 10 points and got the ball back early in the fourth.

Milton hadn't thrown an interception through 11 quarters of being the starter, but that changed when he seemingly didn't see Indiana junior Reece Taylor, who came up huge with a back-breaking interception. With the U-M defense subsequently allowing a touchdown, giving Indiana a three possession lead, Milton's mistake proved deadly.

Not much went right in the first half for U-M, but one player that came out in the third and fourth quarters and played like his life depended on it. That would be junior wideout Ronnie Bell, who showed passion, emotion and high-level leadership but, more importantly, recorded four of his six receptions and 123 of his 149 yards after the halftime break. His 21-yard touchdown reception in the fourth quarter cut the Hoosier lead.

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