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Michigan's defense often looked weak, slow and confused against Massachusetts.
When the Wolverines weren't getting knocked off the line on running plays up the middle, they lost contain on the outside or missed tackles. When the Minutemen chose to throw, they often had time to connect with wide-open receivers.
Michigan did enough on offense to win 42-37 Saturday, but linebacker Craig Roh wasn't happy.
''We were terrible on defense,'' Roh said. ''We just didn't look like we were prepared to play and we didn't make adjustments during the game.
''I promise you'll not see another game like that from us again.''
Michigan's lackluster showing led it slipping a spot to No. 21 on Sunday in The Associated Press poll.
The Wolverines (3-0) will get a chance to work on their warts - as coach Rich Rodriguez called them - this week at home against Bowling Green (1-2) in another matchup that would seem to be more of a mental test than a physical one.
The Falcons opened the season with losses at Troy and Tulsa before beating Marshall.
''They're going to get our best shot because we're going to have a great week of practice,'' Roh said.
UMass exposed Michigan through the air, connecting on 22 of 29 passes for 222 yards and two touchdowns, and on the ground as Jonathan Hernandez ran for 114 yards and two scores.
''We have to play with great passion, great intensity and great intelligence,'' Rodriguez said. ''Three games in, we should get a little bit better and the disappointing part is that we didn't.''
Michigan's kicking game is also a concern for Rodriguez.
Seth Broekhuizen, who beat out Brendan Gibbons during a wide-open competition to kick field goals, missed a 38-yard kick that could've made it 10-all in the second quarter on his only attempt.
Michigan also had a punt blocked late in the game that gave the Minutemen a legitimate chance to come back and win a game it was expected to lose handily.
''I think the game got our guys' attention that there's a lot of work left for us to do,'' Rodriguez said. ''There's a lot of things we need to clean up to get better.''
