For the first time in his 36-year career, head coach Joe Paterno is coming off back-to-back losing seasons. The two-year bowl drought has caused some observers to wonder, usually under their breath, if the 75-year-old legend was starting to lose it -- if the game had passed him by after all those glorious years in Happy Valley.

Don’t think, however, that Paterno is losing any sleep over the criticism.

"They’re entitled to say what they want," Paterno told The Sporting News. "I don’t pay any attention to that. That may sound flippant, but I really don’t pay any attention to that. People are gonna think what they want to think."

If any coach has earned the right to sound flippant about the concerns of fans, it’s Paterno, who was pacing the sideline in his trademark Coke-bottle glasses and black shoes long before many of his critics were born. Which, of course, is their point -- he has been there too long. The critics think that the team’s downward slide in the last two years (only five victories each season after averaging 10 per year in the previous seven) is symptomatic of Paterno’s conservative style, which doesn’t fit in with the stereotype of the "modern athlete."

Off-field incidents have marred the Penn State program to some extent over the past few years, including DUI arrests of two current players and a fight at a frat party in the summer of 2001 that led to the departure of two players in the off-season. Could the attitudes and extracurricular activities of today’s players be wearing thin on Paterno, at least enough to get him to consider stepping down soon?

Not bloody likely.

"If I feel as well as I do now, I’m gonna keep coaching. I’m enjoying it," he told The Sporting News. "It’s a little tougher job than maybe it was 20 years ago because of the environment that’s out there now -- the exposure and the attention. The expanded media and television have made it more difficult to keep people focused. I’d like to say [I’ll coach] maybe five more years, three years. It could be 10 more years. I really don’t know."

The number of years Paterno stays at Penn State will go a long way toward determining how much protection he provides for his Division I-A career coaching victories record. He broke Bear Bryant’s mark of 324 on Oct. 27, 2001 when the Lions rallied from 18 points down to beat Ohio State, 29-27, in front of the home crowd at Beaver Stadium.

Paterno handed the reins to a freshman last year, and it was probably the best decision he made all season. This year, sophomore Zack Mills (6-2, 215) is a bona fide All-Big Ten candidate, after The Sporting News selected him to its freshman all-conference squad last season. The dynamic lefty doesn’t fit into the mold of the typical Penn State quarterback -- he can move around in the pocket and run if he has to.

The Ohio State game turned into a showcase for Mills’ remarkable talents. He rushed for 138 yards and a 69-yard touchdown, and threw for 280 yards and two more scores in leading the Lions to their record-setting comeback victory. His 418 combined yards shattered by 48 the previous school record, held by Mike McQueary.

Mills started four games last year when he shared time with junior Matt Senneca, but he clearly outplayed his supposed mentor. He completed 55.2 percent of his passes and threw for 1,669 yards and nine touchdowns against 12 interceptions, while Senneca’s completion percentage was just 42.9 and his efficiency rating of 93.1 was 25 points lower than his freshman teammate’s.

Mills’ top backups will be red-shirt freshmen Michael Robinson (6-2, 228) and Chris Ganter (6-1, 197) -- the son of Penn State assistant head coach Fran Ganter. Robinson struggled in the spring game, completing just 10-of-33 passes for 80 yards and two interceptions, while Ganter threw a trio of picks but also two touchdowns. Meanwhile, Mills played the way a starter should, completing 12-of-15 for 113 yards and one interception.

Freshman Tom Lundquist (6-2, 213) rounds out the depth chart at a position that Paterno probably won’t have to worry about much for the next few years.

The biggest loss from last year’s squad, at least statistically, is the departure of tailback Eric McCoo, who rushed for 2,518 yards in his career. But he was already starting to be phased out of the offense last year, when he started only four games and rushed for 265 yards. He did score nine touchdowns, however, and in a points-starved offense, somebody will have to pick up that slack. Fellow tailbacks Omar Easy (196 yards) and Eddie Drummond (156 yards) are also gone, but the position is in good hands with senior tailback Larry Johnson (6-2, 222).

Last year Johnson, the son of Penn State defensive line coach Larry Johnson, started five games at tailback and ended up leading the team with 337 yards rushing and 4.7 yards per carry. He was also a threat out of the backfield, catching 11 balls for 136 yards and a pair of touchdowns, matching his scoring output on the ground. Johnson’s size and speed make him a player to watch this fall, and after years with a tailback-by-committee approach, it looks like Paterno is ready to focus on one man. And that’s Johnson.

Sophomores Pete Gilmore (5-10, 209) and Mike Gasparato (5-11, 205) are the inexperienced backups, so if Johnson goes down, the Lions could be in trouble at tailback. Sophomore Reginald Walker (5-9, 180) and freshmen Aric Heffelfinger (6-2, 209), Adam Senk (6-2, 238) and Brian Fairchild (5-11, 223) provide added depth.

Meanwhile at fullback, junior Sean McHugh (6-5, 264) looked good last year when he stepped into the lineup to replace senior Mick Blosser, but his season ended early with a broken leg in the Week 4 loss to Michigan. McHugh, shifted from tight end, could play an H-back type of role this year. Last season he caught a career-high six passes against Iowa in his first start, and Paterno was often heard gushing about him this spring.

The Lions return their top two receivers from last year, which should help further Mills’ development at quarterback. Senior Bryant Johnson (6-2, 210) led the team with 51 catches for 866 yards and three touchdowns, ranking among the finest seasons ever by a Penn State wideout. Johnson cracked the 100-yard mark in five games last season, including a 149-yard effort against an outstanding Miami defense.

Johnson rebounded from a rough sophomore year in which he caught only four passes, suffered numerous drops and started to hear whispers about why he wasn’t living up to his billing as a future star after an outstanding prep career. His improvement was largely credited to the stern but caring approach by wide receivers coach Kenny Carter.

Junior Tony Johnson (5-11, 206) earned four starts last year and will fill the No. 2 role this season. Johnson is no relation to Bryant, but he is tailback Larry’s younger brother. The Lions are hoping a productive sibling rivalry develops, marked by frequent trips to the end zone. Last year Tony Johnson finished second on the team with 27 catches for 504 yards and three touchdowns, and his 18.7-yard average was tops on the squad.

Sophomores Ryan Scott (6-2, 191) and Gerald Smith (5-10, 179) and freshman Kinta Palmer (6-4, 182) will push for playing time as the top backups this year. Providing depth are seniors Steve Delich (6-1, 188) and Munya Maraire (5-8, 181), juniors Matt Kranchick (6-6, 232) and Scott Shirley (5-10, 202), sophomore Jason Stryker (6-1, 206) and freshmen Anwar Philips (6-1, 180), Terrance Phillips (6-0, 187), Ernie Terrell (6-3, 198) and Mike Baird (6-2, 194).

"We have two or three receivers that are really top-notch," Paterno said. "The two Johnson kids, Bryant and Tony, are good. We have some other kids that have a chance to be good. We have some people who have some potential."

The Lions are excited about the depth and experience on the offensive line, which has been riddled with injuries the last two seasons. Guard Greg Ransom is the only starter lost to graduation, and though five letter-winners are back, some of them might have to win their starting jobs in August thanks to strong showings by younger players in spring practice.

Senior center Joe Iorio (6-3, 302) was the first freshman walk-on to start a game on the offensive line for Paterno, and last year he started all 11 games. He will anchor a line that also returns senior right guard Tyler Lenda (6-3, 289), who also was a fixture in the starting lineup from Week 1 last season.

Senior Gus Felder (6-5, 321) started at left tackle in 2001, but in spring practice he was challenged by senior Matt Schmidt (6-4, 305), who started the first two games at right tackle last year before missing the remainder of the season with mono. Schmidt won the Worrell Award in spring practice, given to the player who best demonstrates "exemplary conduct, loyalty, interest, attitude and improvement." This could be an interesting battle in August.

Junior Chris McKelvy (6-3, 325) took over for Schmidt and started the final nine games at right tackle last year, but in spring ball he was passed by junior Damone Jones (6-4, 315). Sophomore Scott Davis (6-2, 287) is the leading candidate to take over for Ransom at left guard.

Junior David Costlow (6-2, 275) and freshmen E.Z. Smith (6-5, 286), Tyler Reed (6-5, 301) and John Wilson (6-8, 318) ended spring practice listed at No. 2 on the depth chart. But the coaches were excited about the progress of sophomore Nick Marmo (6-5, 299), who moved from guard to center during spring ball.

Senior Eric Rickenbach (6-5, 303) was ready to crack the starting lineup last year but injured his knee in preseason drills and didn’t play a down. He’s back from that torn ACL and could challenge for playing time if he continues to recover well.

Sophomore Robbie Gould (6-0, 168) will once again handle the place kicking duties, after a season in which he made 6-of-10 field goals and converted all 29 of his extra-point attempts. His biggest game was the win over Ohio State, when he made 3-of-4 field goals, including two from 46 yards out, his longest kicks of the season.

Junior David Kimball (6-2, 186) will kick off. Last year he drilled 15 touchbacks and all but four of his 37 kickoffs landed inside the 10.

The main man on the Penn State defense will be senior Jimmy Kennedy (6-5, 330), a first-team All-Big Ten defensive tackle last year who could have jumped to the NFL, but decided to come back for a shot at a conference title. Kennedy was selected to the preseason watch list for the Bronko Nagurski Award, given to the nation’s best defensive player, and the Lombardi Award, given to the to down lineman in the country, and is a Playboy All-America pick as well.

Last year Kennedy made 51 tackles, including eight behind the line, and blocked a key field goal attempt late in the win over Ohio State.

"If he can stay healthy and keep his weight where it should be, I think Jimmy Kennedy can be one of the premier defensive tackles in the country and have a chance to be a high draft pick a year from now," Paterno said.

Senior Anthony Adams (6-0, 293) enters this fall as a two-year starter at defensive tackle and won the O’Hora Award as the top performer for the defense in spring drills. He was an honorable mention All-Big Ten pick last year after making 59 tackles and tying for the team lead with 11 stops behind the line. His 3.5 sacks were second best on the team as well. In the spring game he pulled a "Fridge" Perry-like play, lining up in the backfield and scoring on a 1-yard plunge.

Senior Michael Haynes (6-3, 280) started 10 games at right end last year, making 41 tackles, including 11 behind the line. His four sacks led the team, which points out a problem the coaches hope to fix. The Lions will need him to continue to develop pass-rushers if they want to create more turnovers, which is one of Paterno’s key goals this fall.

Sophomore John Bronson (6-3, 270) looks to replace the graduated Bob Jones at the other end -- he came off the bench in the first eight games before suffering a season-ending shoulder injury.

Every college football fan knows that over the years, Penn State has been known for developing great linebackers. This year, however, there are no Lavar Arringtons or Shane Conlans in the group -- only one starter returns, and he’s trying to withstand a severe push for his job.

Gone are middle linebacker Shamar Finney, who finished second with 83 tackles last year, and Ron Graham, who started the final six games at one outside spot. Junior Deryck Toles (6-0, 216) started the last eight games and made 35 tackles last season, earning a reputation as a playmaker on the defense. But he has been hampered by a rare enzyme disorder that limited his playing time in spring practice, and junior Gino Capone (6-1, 236) vaulted past Toles on the depth chart. Capone was the backup in the middle last year and made 16 tackles, and he’s earned raves for his special teams play.

The other two spots are still undecided, but the leaders are junior Sam Ruhe (6-5, 264) in the middle and sophomore Derek Wake (6-3, 240) outside. Ruhe shifted from defensive end in spring drills, while Wake severely injured his left knee in the first quarter of the season-opener last year against Miami, but the coaches expect him to be ready in the fall.

Sophomore Tim Johnson (6-3, 242) sat out last year with a hamstring injury, while sophomore Jimi Mitchell (6-2, 213) bounced around the secondary before settling in at linebacker. Both should push for starting jobs this year, along with sophomore LaMar Stewart (6-1, 229), who made 32 tackles as a freshman last year.

The secondary should be a real position of strength for the Lions, with three starters returning. Only cornerback Bruce Branch is missing from the starting lineup, although the status of junior strong safety Yaacov Yisrael (5-11, 195) remains in doubt. Yisrael started all 11 games last year, but he was arrested on DUI charges during the season and Paterno has indicated that he might impose a five-game suspension on Yisrael to start this year. At the end of spring he was listed third on the depth chart, so keep an eye on that situation as it develops in August.

Senior free safety Shawn Mayer (6-0, 198) battled through back and knee injuries to return in time to start 10 games last year, and he quickly made a name for himself as a hard-hitting ball hawk. He led the team with 97 tackles and was responsible for five turnovers last year, and will be the leader of the secondary looking to create more havoc for opponents this season.

"We’ve been emphasizing turnovers and big hits," Mayer told the Pittsburgh Post-Gazette after the spring game. "Coach Paterno has been getting on us about going after the ball, not playing soft. We’ve been doing fumble drills, stripping drills, running through things to get to the ball. These are things that weren’t emphasized as much in the past. Hopefully, it’ll pay off. We have to go for the ball, take chances for the ball once in a while instead of just playing it safe."

Senior Bryan Scott (6-2, 215) returns at one cornerback spot. Last year Scott, in his second year as a starter, finished third on the team with 82 tackles, including a team-high 62 solo stops. Battling for Branch’s vacant left cornerback position are freshman Gio Vendemia (6-0, 189) and junior Richard Gardner (5-11, 187). Gardner made 32 tackles and recovered a fumble in spot duty last season.

If Yisrael isn’t reinstated at the start of the season, the strong safety duties will fall to freshman Paul Cronin (6-2, 212) or sophomore Chris Harrell (6-2, 205). Harrell played in every game as a freshman and contributed on both defense and special teams.

Sophomore Andrew Guman (6-3, 208) -- son of former Penn State and NFL fullback Mike Guman -- and freshman Alan Zemaitis (6-2, 197) cracked the second string on the post-spring depth charts. Senior James Millon (5-10, 195), junior Ben Lago (6-0, 203), and freshman Marcus Mills (5-11, 158) will also push for expanded roles this year.

Senior David Royer (6-3, 205) enters his third year as a starter and has shown steady improvement each season. Last year he had a career-high average of 40.6 yards per kick, including a season-best 64-yarder against Ohio State. The coverage team downed 19 of his 71 punts inside the 20-yard line.

Freshman Woody Schmidt (6-3, 196) will provide competition.

Not only is Larry Johnson expected to carry the offense at tailback this year, he is also a valuable member of the special teams. In 2001 he scored two touchdowns off blocked punts, and he’s blocked three punts of his own in his career. He also led the Big Ten with a kickoff return average of 26.7 yards, and scored the first kickoff return touchdown in 15 years for the Lions against Illinois.

He will be joined by Tony Johnson on the kick return team.

Branch was the main punt returner last year -- Bryant Johnson and Gerald Smith are expected to handle those duties this year.

The Lions’ class was ranked third best in the conference and No. 20 in the country by FANSonly.com. Leading the way is defensive lineman Levi Brown (6-5, 300) from the same Virginia high school that produced NFL great Bruce Smith. Tamba Hali (6-4, 255) from New Jersey is another lineman with pass-rushing potential.

J.R. Zwierzynski (6-3, 230) from Illinois has All-America skills at running back, linebacker or defensive back, while Brandon Snow (6-2, 225) from Delaware could play linebacker but was one of the highest-ranked fullbacks in the country.

The Lions also signed a couple of Pittsburgh-area offensive linemen in Mark Farris (6-6, 295) and Brian Borgoyn (6-5, 295).

This year’s 12-game schedule will require seven wins for postseason eligibility, and road games at Wisconsin, Michigan and Ohio State puts that in doubt. A Sept. 14 battle against Nebraska at Happy Valley will be a strong early test, but the other non-conference home games -- against Central Florida, Louisiana Tech and Virginia -- are all winnable. If it comes down to the last week, a season-ending match-up at home against Michigan State will be the test.

But Paterno has made a career out of passing tests. If the defense jells and the Mills continues his development at quarterback, the Lions will come through with flying colors.