Penn State coach Bill O'Brien said he didn't think his kids could go much longer.
So, on 4th down and one, in the 4th overtime, he went for it instead of going for another field goal and it paid off. It lead to a two-yard rushing touchdown by Bill Belton for the 43-40 win.
It's Michigan's first loss of the season.
Devin Gardner threw for three touchdowns, including two in the second half to help his Wolverines to a 10-point lead in the 4th quarter.
But, Penn State rolled back into the game with a Sam Ficken Field Goal and a touchdown by the Nittany Lions' freshman quarterback Christian Hackenberg. Hackenberg completed passes of 29 yards to Brandon Felder and 33 yards to Allen Robinson to bring the ball to the 1 with 29 seconds left.
The freshman quarterback sneaked in for the first rushing TD against Michigan this season, tying the game at 34-all.
The Maize and Blue had a shot to win the game with time ticking down, but Brendan Gibbons missed a 52 yard field goal attempt.
Gibbons troubles continued in overtime, when he had a field goal attempt blocked and missed one from 33 yards out.
Gibbons kicked two field goals and missed two -- one was blocked -- in OT for the Wolverines (5-1, 1-1). Sam Ficken kicked two, and didn't need to attempt a fourth, thanks to fourth-down conversion by Penn State
The Nittany Lions (4-2, 1-1 Big Ten) stormed the field in wild celebration, sending more than 100,000 fans into a frenzy.