TH BEST BOXING REFEREES STAY IN THE SHADOWS. THAT'S WHERE MITCH HALPERN DIED

He never wanted anyone to see him. That's obvious when you replay the tape: Feb. 19, 2000, Mandalay Bay Resort & Casino in Las Vegas. Erik "El Terrible" Morales, the Tijuana favorite, is facing off against Mexico City's Marco Antonio Barrera in a civil war about respect, pride and class. The opposing camps have traded verbal jabs for weeks, tensions and expectations are high and the boxing community is buzzing. There is a glimpse of him when the announcer booms, "Your referee for tonight, Mitch Halpern." In a powder-blue shirt and bow tie, his boyish face not much aged by a squared, dark mustache, he looks more like a tenor from a college barbershop quartet than a big-time Vegas ref.

The fighters stare each other down, and he speaks briefly, instructions thrown in sharp, quick combinations. And then-gone; during the fight, you really have to look for him. Barrera stalks with a vicious body attack, Morales backs away with a snap left, and there he is, loping, sidestepping, shuffling, dancing. It's as if he isn't a body at all, just a brief flash of sky. As the fight wears on, Morales starts to come inside. But every time the fighters lock, Halpern is there, with a tap on the arm, a slide between them. Then, again, he vanishes like a breath. Sometimes, he is just a bodiless voice commanding, "Watch your hands," or "Keep 'em up," or "Break it." When the action heats up, he moves in, careful but intrusive when necessary, a vigilant specter. He is a maestro, sustaining tempo and regulating rhythm while letting the symphony of punches hold center stage.

Mitch Halpern knew that nothing should upstage the other two men in the ring. He knew that his judgment in that fight, as in most, could change a decision, a career, a life. So he worked as he always did, with subtle, delicate strength. If nobody remembered seeing him, he had done his job. Great referees disappear into the fabric of the moment, and Halpern was a great referee.

But on Aug. 20, six months after Morales beat Barrera in a 12-round decision, the 33-year-old boxing ref at the the top of his game stepped into a closet, put a gun to his head and pulled the trigger. Halpern left no note and, today, nearly three months later, no one in the tight-knit world of Vegas boxing knows why he did what he did. Then again, how can you know a man who did his best not to be seen?

"Let it be," says legendary ref Mills Lane, the television judge and a close Halpern friend. "That's all you can do."

The neighborhood around D Street and Lake Mead Boulevard West in the north end of Las Vegas, with its row houses, crumbling commercial buildings and overgrown brush, is not part of the new "family fun" Las Vegas that beckons in the distance. City officials tried to develop the area as a residential neighborhood, then a business district, then gave up on both plans. Here, the Nevada Partners center stands out, its reddish-brown cinder blocks, pale green window frames and crew-cut lawn offering a fresh-out-of-the-box look. Seven thousand square feet of the building holds the Sugar Ray Leonard Boxing Gymnasium, an immaculate, cavernous space filled with two pro-size rings, six heavy bags, countless speed bags, a weight room and, at any given time, dozens of fighters, trainers and assistants.

The gym manager instructs the 65 or so kids who come off the streets. The certainty of his deep, patient voice and the depth of his probative stare keep order. His authority is helped by the fact that at age 56, with 164 title fights to his credit, Richard Steele is universally recognized as the world's top referee. That reputation is the very reason that, a decade ago, Mitch Halpern came to him. "I'll never forget the day I met Mitch," says the taciturn Steele, recalling his introduction to the man whom he would quickly regard as family. "I was coming out of the ring, and this kid, he was just a kid, comes up to me and says he wants to learn to referee. I used to hear that all the time, so I said, 'Okay, be here Monday.' Most guys don't show. Mitch did, and from that day on we were together for eight years. He was like a son to me." A pretty good son: They spoke almost every day until Halpern died.

Halpern didn't get that he wasn't supposed to be a referee. Most are former fighters who can't shake the game. And the job is not as easy as it looks on TV. While adrenaline pumping through his veins tells him to flee, a ref has to stand in, dodging punches screaming at his head. He has to be as physically and mentally sharp in the 12th round as in the first, because if he's one instant too slow getting between fighters-literally getting between them-someone can die. Refs who come from the ring understand the gravity of the job.

Halpern, meanwhile, was a 22-year-old UNLV radio engineer plugging in wires on the road for the Runnin' Rebels. He had never boxed or shown an interest in trying, but in Vegas that's no reason not to get involved in the boxing business-especially if you're someone who always liked being around sports. Halpern played first base in high school, then some football at Cal State Fullerton. He also coached Little League as a teen. But even before he chose to referee, his life as a jock was somehow one step removed from the limelight: He never made the regular-season roster at Cal State; he played only spring football. "Why don't you find something for me to do?" he asked his friend, Marc Ratner, chief inspector for the Nevada Athletic Commission. Ratner explained that you can't just waltz in and become a judge, it doesn't work like that in Vegas. There's a small club with a long guest list. "I can be a referee," was Halpern's matter-of-fact response.

So a Brooklyn-born Jew, polite as an altar boy, started to train. After a day at the radio station he'd head to the gym for weights, the bike, sit-ups and push- ups. He'd jump into the ring with a sparring partner and move with him, developing a feel for the action. He'd watch hours of old fight tapes and study round after round. Most important, he listened to the gospel according to his mentors: Steele, Lane and Joe Cortez, an East Coast ref and member of the New Jersey Boxing Hall of Fame. "He had an amazing capacity to learn," says Steele. "His instincts were incredible."

And there was so much to learn-safety, first and foremost. He learned the danger of calling time to evaluate a hurt fighter: Those few seconds are not enough to let him recover, but are more than enough time to let the aggressor catch his breath. He learned that blood pouring from the mouth or nose doesn't demand a stoppage, but even a small cut over the eye can blur vision and put a man in trouble. He learned to keep his eyes on the fighters no matter how dull the bout. He learned to prepare for fights by talking with other refs, but only to a point; thinking too much about, say, a fighter's tendency to head-butt means a ref can wind up missing five low blows while he looks for it.

Halpern learned to establish respect from the "bottom working up." Start in the dressing room. Speak clearly and emphatically, neither friend nor enemy, firm but fair. Address fighters by first name or last, but the same for both. Because awkward pushing or grabbing looks like a loss of control, Halpern learned to give fighters a squeeze to signal a break. That way, a ref who wanted to be unseen could stay that way. "Palms in," Steele told him, explaining proper break technique: Step in with palms together, push the fighters apart with the backs of your hands. And he learned the body language, the subtle signs that say a fighter has had enough: dropping of hands, glances to the corner, little nods, surrender in the eyes. "A fighter is gonna say, 'No, no, I'm all right,' " says Steele. "But he's saying he's all right because the fight is stopped. You've got to read fighters. You're the only one who can help them."

Reading fighters is one thing, reading referees another. "Mitch sounded as normal as ever," says Steele, recalling his last conversation with Halpern, two days before he died. Steele says the idea of Halpern killing himself is "mind- blowing," in part because he never knew Halpern to flinch. "One day he comes in and says, 'I want to know boxing. I want to box with you,' " says Steele, a former light heavyweight with a 16-4 pro record who stands just over six feet and weighs close to 200 pounds. "Mitch was 155, maybe, but he insisted. He had to know how it felt to get hit. We started, and I went easy, but I caught him and bloodied his nose. He said, 'A bloody nose doesn't mean anything.' " Could Halpern fight? Steele laughs, shaking his head. "He had the heart to try."

When Halpern was 23, the Nevada Athletic Commission assigned him to his first pro fight; by 26, he had reffed his first title bout. Then, in 1995, a referee's worst nightmare: In a WBC junior lightweight title fight between Gabriel Ruelas and Jimmy Garcia, Halpern stopped the bout in the 11th round. Garcia walked off under his own power, but soon collapsed. Halpern stayed with the fighter's family through the night in the hospital. But Garcia died 13 days later.

For men whose main job is to protect fighters, a ring death is devastating. Nearly 20 years earlier, referee Richard Greene had killed himself after Duk Koo Kim died in a bout with Ray Mancini. Halpern's mother, Gail, says her son was devastated by Garcia's death, but he was also not one to show much emotion. "Mitch was a guy who never wanted you to see him hurting," says Steele. A year later-Nov. 9, 1996-Halpern stood expressionless in the ring as Mike Tyson and Evander Holyfield prepared for their first battle. When Tyson floundered, also in the 11th, Halpern stepped between the heavyweights, leaving no room for doubt. "There was a grace about him," says Ratner. "He had a natural timing of when to stop a fight." In 10 years, Halpern rose to the top of his profession, with 87 title fights to his credit, including some of the biggest of his era: De La Hoya-Trinidad, Lewis-Holyfield II, Morales-Barrera. This summer, Ring Magazine named Halpern the sport's second-best ref, after Steele. But by the time the magazine hit the stands, the second-best ref in the world was dead.

Joe Cortez can't find the house. He's driving through the streets of a development in southwest Las Vegas, but hundreds of peach-colored prefabs make it a suburban labyrinth. His third guess, a Narrow Leaf Avenue two-bedroom with red rocks for a front lawn, strikes a chord. He looks at it silently, and remembers back to 1991, when Chuck Minker, Nevada's boxing commissioner at the time, called Cortez and told him he needed a guy with Cortez's experience. He even had a place for him to stay, with a young ref who had just bought his own house. Real nice kid named Halpern. Cortez found a quiet man with a quiet life. Halpern rarely drank, didn't smoke, didn't party. He was a button-down, shirt-and-slacks guy who liked to barbecue, drink Coca-Cola and watch a football game on a Saturday afternoon. He was, despite his profession, everything you'd expect from someone who came from middle-class central casting.

Halpern was 5 when his parents moved him and his 6-year-old sister, Pam, from New York to Fountain Valley, Calif., where Steve Halpern's marketing firm had relocated. Growing up, it was baseball and football practice, grandparents called 'Nanny' and 'Poppy,' chocolate milk and tuna fish sandwiches, pool parties, bar mitzvahs, Great Danes, Dodger games. Every night, the Halpern family sat together for dinner, Pam and her mother dominating the conversation. Later, more of the same, with a Vegas touch: Runnin' Rebels radio, Chinese food, bagels and lox at The Gold Coast, take-out pizza, phys ed classes, softball, visits home, boxing and, eventually, a girl.

Halpern met Maggie Harris in the early '90s, when she worked for Rebel Radio's parent company. She was four years his senior, but Halpern "was old beyond his years," says Harris. She was drawn to his green eyes and kind smile; he took to her outgoing personality, which reminded him of his mom and sister. It didn't hurt that she was a sports fan, and that the couple could talk through the night. They were married in 1995. Steele-an ordained minister-officiated at Caesars Palace. In 1996, the Halperns had a baby girl, Maris, but the marriage went south three years later. "He was so involved in the boxing world," says Harris, "it made it hard to have a relationship."

Still, Halpern was a devoted father. "I can't remember a conversation in which he didn't talk about Maris," says former Nevada boxing commissioner Lorenzo Fertitta. His life, though, became more private. "He used to call me about everything," says Steele. "But he was distant through the divorce." In part, that's because Halpern started dating another woman after his marriage ended, a casino executive named Staci Columbo. Halpern was often at Columbo's house, frequently bringing Maris along (Columbo was not willing to contribute to this story). Increasingly, you could boil Halpern's existence down to the most basic sentences: "I want a clean fight"; "Ma, what do you think?"; "Who loves you, Maris?" He was serious about the simple things-family, friends, hard work. He was a "total softy," his ex-wife remembers, describing a man who "made sure everyone else was taken care of." He was an "old soul," adds his mother.

If he was also a troubled soul, no one close to him knew. When Halpern let himself be seen, the image was of loyalty and kindness. "Two days after I moved into town, there was an article about me in the paper," Cortez recalls. "The next afternoon, it was framed and mounted. That's the kind of guy Mitch was." Halpern worked with the Make-A-Wish Foundation, dressing up on holidays and paying for little extras out of his own pocket. "He'd give you the shirt off his back," says Steele. "No one disliked him."

But referees live lives of paradox. Although an integral part of the sport, they can't fraternize with fighters, managers, trainers, promoters or judges. For all the celebrity and mayhem that regularly surrounds boxing, the men in the middle lead remarkably pedestrian lives. There are no voluptuous vixens, no doubling down, no garish galas. "Don King and Bob Arum used to have incredible parties, full of celebrities, athletes and industry people," says Steele. "But I stopped going about 15 years ago because it was too easy to find yourself in a position you'd rather not be in." Someone sees you having a drink at a bar, you're a lush. Someone sees you having lunch with a trainer, you're on the take.

Referees have only themselves. Cortez lives in a beige stucco five-bedroom house with his wife and daughter. He spends days walking Milo, the family poodle, growing tomatoes, surfing the Internet and working with troubled kids at the Golden Gloves Gym. Steele, another homebody, recently took up golf with his wife. Referees are boxing's inside outsiders. "It's us vs. them," says Steele. Everyone thought Halpern was thriving in this world. "He loved it so much," says Fertitta, "He'd say, 'You can't believe what a great job I've got.'"

"Ma, only 13 left," Halpern told his mother on the Sunday he died. "Thirteen more fights until 100." They were in Disneyland, where Halpern had driven with Maris, his mother and grandmother. "He was so happy," says Gail Halpern. "It was such a wonderful weekend." He was supposed to finish the outing by driving back to Vegas and having dinner with his dad, in town to buy tickets for the next Saturday's Fernando Vargas-Ross Thompson fight. Instead, Halpern went with Maris to Columbo's house.

That's where his life ended. There was no note, no explanation. No one saw anything out of the ordinary that day, or any other day, for that matter. "I spoke to him twice on Sunday and he sounded in a good mood," says Harris. She and the rest of Halpern's friends and family are left with little more than memories and questions. "If he had a problem," asks Cortez, "why didn't he come to us?"