Embodiments of the present invention provide an adaptive noise canceling system. The adaptive noise canceling system may be used in a handset to cancel background noise by generating an anti-noise signal. The adaptive noise canceling system may include first input to receive a first signal from a feedforward microphone; a second input to receive a second signal from an error microphone; a controller coupled to the inputs, the controller configured to adaptively generate an anti-noise signal according to the received signals, wherein the controller derives a profile of the anti-noise signal from the first signal and derives a magnitude of the anti-noise signal from both first and second signal; and an output to transmit the anti-noise signal to a speaker.