STATE COLLEGE, Pa. - As camera flashes lit up Beaver Stadium, Joe Paterno got a ride to a victory celebration atop the broad arms and shoulders of two burly offensive linemen.

Career win No. 400 for Penn State's beloved coach will be remembered around Happy Valley for a long time.

Backup quarterback Matt McGloin threw for four scores, the defense pitched a second-half shutout and the Nittany Lions (6-3, 3-2 Big Ten) rallied from a three-touchdown deficit Saturday night to defeat Northwestern 35-21 and get the 83-year-old Paterno his latest milestone.

"They had me up there before I knew it. I was hoping they wouldn't to be very honest," Paterno said after a getting mobbed near the end zone by players, school officials and family including his wife, Sue. Linemen Chima Okoli and Eric Shrive were among the players who lifted a smiling Paterno off his feet.

"I would be dishonest if I told you it wasn't a moving night for me, and it was," Paterno said.

JoePa is the first major college coach to hit 400 victories, but he tried to keep things as low key as possible, even with many of the 100,000-plus fans chanting his name. He's always tried to keep the focus on his team and the game, no matter how much hype there might be around his career.

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With backup tailback Stephfon Green proudly holding up a sign that read, "400. The Paterno Way," the coach ended his brief post-game speech to the blue-and-white denizens with remarks that got them even more fired up.

"People ask me why I've stayed here so long, and you know what, look around, look around," he said as the crowd roared. "Now that the celebration's over, let's go beat Ohio State!"

Only two other coaches have more wins. Eddie Robinson had 408 with FCS school Grambling State, while John Gagliardi had 476 entering the weekend with Division III St. John's, Minn.

The festivities looked like they would be put on hold after a dreary first half for the Nittany Lions, and dual-threat Wildcats quarterback Dan Persa did his best to play spoiler.

He sliced through the defense for 109 yards on 25 carries and touchdown runs of 6 and 4 yards in the first half. He was also 16 of 25 passing for 201 yards, including a throw caught with one hand by leaping tight end Drake Dunsmore in the back of the end zone for a 21-0 lead late in the half for Northwestern (6-3, 2-3).

It turned out to be Northwestern's last big play, and Penn State dominated from there.

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After a so-so start, McGloin re-energized the team with a two-minute drill that ended with a 7-yard touchdown catch by Brett Brackett with 3 seconds left in the half to cut the deficit to 21-7.

McGloin threw two more touchdown passes in the third quarter against a shell-shocked Northwestern defense before freshman tailback Silas Redd put Penn State up for good with a 4-yard scoring run with 1:31 left in the quarter.

"We lost momentum. They played with a little bit more of a chip on their shoulder," Wildcats coach Pat Fitzgerald said. "We've got to fix our attitude and be able to seize momentum back and put our guys in position to do that."

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As if enough history wasn't already being made at raucous Beaver Stadium, the win also matched the biggest come-from-behind victory under Paterno. In 1994, the Nittany Lions also rallied from 21 down to beat Illinois.

Freshman Rob Bolden started for the first time since getting knocked out of the Minnesota game two weeks ago with a concussion, but was pulled after fumbling the ball away on a sack on his second series.

Enter McGloin, the scrappy former walk-on who finished 18 of 29 passing for 225 yards. Paterno said afterward that Bolden wasn't hurt.

Northwestern had a last gasp when Persa drove the offense to the Penn State 9 with 8:13 left but he threw an incompletion into the end zone on fourth down. Linebacker Michael Mauti led a furious second-half defensive charge to contain the dual-threat quarterback.

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Chants of "Joe Paterno! Joe Paterno!" echoed through the stands with 6:30 left and Penn State up comfortably by two touchdowns. With fans furiously clicking away at their cameras, Paterno stood idly by on the sideline, hands in his gray Penn State parka, not paying much attention to all the ruckus.

Even Sue Paterno was trying to not to make a big deal about the milestone this week. The Paternos' son and quarterback coach Jay Paterno said the whole family initially planned not to attend.

"Mom, I hate to tell you, but it's kind of a big deal. 400 wins really hasn't been done at this level," he said in relaying the conversation before tearing up.

The boss, in the meantime, was more impressed by how his team won.

"To see them come back the way they came back," JoePa said, "really, it sounds phony, but really it was more important to me than whether it was 350 wins or 400 wins."