STATE COLLEGE, Pa. – Ron Zook got the emotion he desperately wanted out of his team Saturday night, but then-No. 12 Penn State still got the best of then-No. 22 Illinois in a 38-24 victory at Beaver Stadium.

It was another loss in another highly anticipated game and like Illinois’ season-opening loss to Missouri, miscues proved to be the difference. Juice Williams threw for 183 yards and two touchdown passes – both to Arrelious Benn – but the Illini defense struggled to contain the Penn State “Spread HD” offense.

Penn State quarterback Daryll Clark threw for two scores of his own and had more big plays around him to support his efforts. Tailback Evan Royster ran for 139 yards, while Derrick Williams was clearly the game’s most electric player. The senior wide receiver had three touchdowns – one on the ground, one receiving and a 94-yard kickoff return.

“He made big plays. I told him the other day, ‘It’s about time you played good and had a real big one,'” Penn State head coach Joe Paterno said.

Meanwhile, poor tackling, missed receivers and a litany of penalties – 40 yards’ worth in the first half alone – meant Illinois could not keep up with the Nittany Lions after falling behind by 10 points midway through the second half.

“Everything that possibly could have gone wrong as far as penalties and mistakes did,” wide receiver Arrelious Benn said.

The loss dropped the Illini to 2-2 on the season and 0-1 in the Big Ten, while Penn State improved to 5-0 and got its first conference win. The “White Out” game brought 109,626 fans to State College, Pa., the largest crowd Illinois has played in front of outside of Michigan Stadium.

“An atmosphere like that, I mean, that’s what’s exciting,” Zook said. “The fans were into it. It was loud. Our guys were into it.”

In the early going, the game showcased both offenses. The Illini marched downfield on their first possession and kept the Nittany Lions’ defense on its heels.

“They ran some plays in the first half that we weren’t prepared for at all,” Penn State linebacker Josh Hull said. “We thought they were going to come out and run a lot more option.”

Jason Ford’s 1-yard touchdown run finished off a six-play, 60-yard scoring drive. It was the first time Penn State allowed a first-quarter score this season.

But the Nittany Lions responded with a 73-yard drive that tied the score at seven with nearly six minutes left in the first quarter. As in the high-scoring Missouri game, a shootout appeared imminent.

Both teams again traded scores to make it 14-14 at the end of the first quarter. Juice Williams connected with Benn at the left pylon for a 33-yard touchdown that was ruled incomplete before being overturned. Clark then got his first touchdown pass on a 21-yard arc to Derrick Williams.

But Illinois could not maintain the furious pace. After its second touchdown, six consecutive drives came up empty – three punts, two turnovers and a missed 33-yard field goal attempt by kicker Matt Eller. A pair of consecutive holding penalties turned one Illini possession into a six-play drive for -3 yards.

“When you get behind the chains on offense against a good defense, it’s hard, it’s tough,” Zook said. “We moved the ball at times very well. And, as I said, we get behind the chains, a penalty here, a penalty there, and then it’s a struggle.”

Meanwhile, Clark and the Nittany Lions continued to exploit gaps in the Illinois secondary, scoring 10 unanswered points during the Illini scoring drought and establishing a lead they would not relinquish. Derrick Williams capped off a 57-yard drive with a 5-yard touchdown run, and Royster had a 37-yard rush that lead to a field goal and a 24-14 lead.

Illinois cut the deficit to seven after Matt Eller connected on a 44-yard field goal at the end of the third quarter, but any hope of reversing the game’s momentum was quickly dashed when Derrick Williams returned the ensuing kickoff from the six-yard line for another Nittany Lions touchdown.

“When I was running, did you guys see how easy it was? It was the guys in front of me that did the job, all I had to do was run,” Williams said.

Zook was confused as to how Williams eluded the Illini coverage team.

“What happened was the kick was a really good kick because it took time and gave us time to get down there. But we slowed down to look and see what was happening. They tell you where the return is going, and we didn’t go make the play. We got some guys that jumped out of their gaps. I don’t know exactly,” Zook said.

Benn’s second touchdown reception, a 54-yard pass that culminated with a dive into the end zone, again cut the lead to a touchdown. But Penn State answered again with another scoring pass from Clark.

The loss still leaves Zook and the Illini without a signature win this season and dropped them out of the top 25.

“Everybody wants to go back to the Rose Bowl. I want to go back to the Rose Bowl. But we’re still a young football team,” Zook said. “I’ve said it all year, we’re not there yet.”

Meanwhile, now-No. 6 Penn State’s victory validated its early season success, in spite of a nonconference schedule that was criticized for being too soft. USC’s loss to Oregon State, a team the Nittany Lions thrashed 45-14 earlier this season, has put a national championship within reach.