There is noise. And then there's Beaver Stadium at night.

While coach Lloyd Carr and No. 4 Michigan prepare for tomorrow evening's tussle at Penn State, the Wolverines must also take into account the boisterous and blood-thirsty crowd awaiting them well before kickoff.

No current player on the Michigan roster has ever played at Beaver Stadium, and even those hailing from the Keystone State aren't quite sure what to expect.

"I'm trying to find out," Michigan wide receiver Steve Breaston, a senior from North Braddock, Pa., said. "I ain't never played there ... I'm just going in there expecting it to be like any other stadium in the Big Ten."

If Breaston does, indeed, walk into Beaver Stadium tomorrow night anticipating a comparable atmosphere to Indiana's Memorial Stadium or Purdue's Ross-Ade Stadium, he will be in for a very rude awakening.

Last year, the Nittany Lions hosted Ohio State in an evening contest and the crowd was so raucous and deafening, it prompted ESPN analyst and former Buckeye Kirk Herbstreit to declare Penn State's student section the best in the country.

While that claim is debatable, the crowd's effect on the game was not, as Ohio State was defeated, 17-10.

"I've never heard anything louder in my life than what I heard at Penn State," Ohio State lineman T.J. Downing recalled last month. "You could notice the earthquake on the ground as it was trembling. It affected us and got in our heads. We didn't play the game we usually do and that's why we lost."

With the Michigan game being far and away the biggest event at Penn State this fall, similar conditions are expected tomorrow, when a constant cacophony will assuredly emanate from the whited-out student section -- as long as the Lions stay in the game, at least.

Michigan is arguably better than Ohio State was last year, and Penn State is not quite as good as the 11-1 team that won the Big Ten title and the Orange Bowl. The Wolverines already blew out then-No. 2 Notre Dame on the road this season, making a rout of it in the early stages of the game.

"You've got to know how to take control of the game early," Michigan defensive end LaMarr Woodley said. "When a team comes in and takes the game away early, it kind of takes the crowd out of it. When you take a crowd out of it, they kind of get silent. That's what you want."

The Wolverines have not visited Penn State since 2001, and have not lost to the Lions at all since 1996, with the last defeat at Beaver Stadium coming in 1995. Needless to say, there will be thousands of fans in attendance who have waited a decade to see the Lions beat Michigan, and won't mind losing their voices for an evening if it helps win the game.

Adding to the desire to see Michigan lose is the fact that the Wolverines are 6-0, and with an undefeated regular season, could play in the National Championship Game.

Regardless of what they're expecting from Penn State's fans, the Wolverines are no strangers to large crowds. Michigan Stadium is the largest in the nation, and the team plays in front of 105,000 at hostile Ohio Stadium biannually. The Wolverines also played in two of the last three Rose Bowls, which always draw more than 90,000.

"I've always told guys I recruit, you may go play 15 years in the NFL, but you're never going to play in front of a bigger crowd than as an 18-year-old freshman at Michigan," Carr explained.

"With that said, [Beaver Stadium] is extremely loud. We've been to Notre Dame and to Minnesota, which was an extremely loud place to play. That helps you, but still, that doesn't make it any less daunting a challenge in terms of the noise. It's not like every guy that will make that trip has been in those circumstances."