STATE COLLEGE, Pa. (AP) -- Thousands of white pompoms fluttered and 100,000 Penn State fans broke into a sing-along as night fell on Beaver Stadium.
Joe Paterno's greatest nemesis was about to be vanquished by the third-ranked Nittany Lions and the 81-year-old coach had a bird's-eye view of party time in Happy Valley.
Yep, JoePa's getting a really good look at his latest national championship contender.
Behind the running of Evan Royster and a few momentum-shifting plays by the defense and special teams, the Nittany Lions withstood the Wolverines' early flurry and snapped a nine-game losing streak to their Big Ten rivals, 46-17 Saturday.
Paterno wasn't on the field to enjoy his record 380th victory, relegated to working from the press box for a third consecutive week because of a sore hip and leg.
"My being upstairs -- it's funny, I'm not sure that's not the best place for a head coach," he said. "I mean you really get a view of things, I get a better view of football games from up there than I ever do on the sideline."
What he's seeing is a team that should be no worse than third in the BCS standings when it heads to Ohio State next week.
"Am I starting to like it up there? I'll never like it, it doesn't mean that the team might be better off with me up there," Paterno said.
No team had ever won as many in a row against Penn State during Paterno's 43 seasons than Michigan. But if ever there was an opportunity for the Nittany Lions (8-0, 4-0) to break the streak it was now. The Wolverines (2-5, 1-2) have struggled mightily in their first season under coach Rich Rodriguez.
"It's a fact, you take it year by year, game by game, we lost to them last year, and coach has made a great point this week, that this Penn State team has not lost to this Michigan team," center A.Q. Shipley said.
Michigan came in a 23 1/2-point underdog. Never before had the Wolverines been so lightly regarded by odds makers.
The Wolverines looked like a good bet early, their spread offense clicking as they sped to a 17-7 lead early in the second quarter.
But Penn State (8-0, 4-0) deciphered the spread, got its own high-powered version of Rodriguez's offense rolling and delivered the knockout punch with a safety, a partially blocked punt and a forced fumble on consecutive second-half Michigan possessions.
"Oh, we executed for a while and then we didn't," said Rodriguez, whose team needs to win four more games to avoid Michigan's first losing season since 1967. "That's what happened. We executed, we moved the ball a little, and when we didn't, we didn't."
Jared Odrick gave Penn State its first lead at 19-17 when he dragged down backup quarterback Nick Sheridan in the end zone with 4:39 left in third quarter.
The free kick set the Nittany Lions up at midfield, Royster's 21-yard run put them at the 1 and Daryll Clark sneaked in at 3:04 to make it 26-17.
Royster ran for 174 yards on 18 carries, with a 44-yard TD run in the first quarter.
A minute later, Nathan Stupar got a hand on Zoltan Mesko's punt deep in Michigan territory and Penn State turned the short kick into Kevin Kelly's 32-yard field goal on the first play of the fourth.
A little more than 60 seconds after that, Aaron Maybin sacked Steven Threet, who fumbled, and Penn State took over at the Michigan 19. A sore elbow forced Threet to miss some series.
Clark's second 1-yard sneak turned the final 12 minutes into a Beaver Stadium bash, with Penn State fans singing along to "Sweet Caroline" and enjoying their team's first victory against Michigan since 1996.
The Wolverines tormented the Nittany Lions over the last 12 seasons, handing them a few lopsided losses and several heartbreaking defeats. In 2005, the last time Penn State was in the hunt for a national title, Michigan scored a touchdown on the final play to hand Paterno's team its only loss of the season.
The Nittany Lions finally answered with their highest scoring game ever against Michigan.
This one couldn't have started better for Michigan. After a three-and-out for Penn State, Michigan put together its longest drive of the season. The 14-play, 86-yard march featured all the best of Rodriguez's spread offense. The option cleared running lanes for Threet and Brandon Minor, who surpassed his season high on the drive with 42 yards rushing.
Minor finished it off with a 5-yard TD run.
"But we've been seeing little glimpses of that all season," Minor said.
A Penn State fumble led to a 27-yard field goal by K.C. Lopata and the Nittany Lions faced their largest deficit of the season.
After Royster's 44-yard TD romp, Michigan was on the move again.
Another near-flawless drive by the Wolverines, this one 78 yards, was capped by Minor's 1-yard plunge and it was 17-7 early in the second quarter. Minor had 117 yards on 23 carries
Even Penn State fans must have been wondering if the mere sight of those winged helmets had their team mystified.
Michigan had 185 yards in the first quarter, but only 106 the rest of the way.
"We really stayed calm, we knew Michigan was going to come in and try to play us hard, they do it every year," Royster said. "We just needed to adjust to it."
When Clark found Jordan Norwood for a 3-yard touchdown pass with 23 seconds left in the half to make it 17-14, it seemed as if Penn State had come through the worst of it and grabbed control of the game.