No foul.

Fourth and two. A little more than a minute left on the clock. The score is 71-46, a game long gone in most sports galaxies, but not beyond the possible in Arena Football. The Albany Conquest's Ryan Hart passes to wideout Chris Curd. Incomplete.

As the back judge on the field and the closest official to the play, the call is mine. I do not see the defender play through the back of the receiver or hold his arm down. I do not observe a hook and turn, an arm bar or arm grab. If someone has spit on another player or called his mother a terrorist, I miss it. And in the split second I have in which to decide whether or not to pull out my yellow flag-with more than 5,000 fans roaring above me-I hear just one voice, that of NFL officiating legend Ron Baynes, who's been one of many advisers in my journey from ordinary football fan to extraordinary referee. "Son," he told me just a few days earlier, "don't call anything that isn't obvious to an 8-year-old in the stands."

Albany's coach wants defensive pass interference. He's not getting it. Because right now, four months of ref clinics, game-film study, on-field observations, advice over beers and staring at the AFL's 85-page rule book coalesce into one decisive moment. I see two men cleanly going for the ball.

So like I said: No foul.

I HAVE refereed one sporting event in my life, in sixth grade, when Scott Milsten and Craig Landow fought in my backyard in New Jersey. I've never officiated in a Pop Warner league. Never worked a high school game. Haven't so much as crouched behind the plate in my nephew's T-ball league.

What I have done in more than three decades of watching sports, though, is yell my lungs out, stomp my feet and, in a signature family move inherited from Dad, shake my head with slow disgust at the many bad calls made by blind, dumb, stupid, slow, lazy, lousy and faceless officials.

Every knucklehead fan-me included-thinks he can do better than the zebras. So if given the chance, why wouldn't I put on the stripes? At 5'8'', 38 years old, I'm never going to make it on a professional field any other way. Pass interference. Roughing the kicker. Holding. How hard can it be?

Well, it turns out that the road from spirited football fan to working member of an officiating crew is long. For me it began in February, when I met with a 6'9'', 407-pound man named David Baker, commissioner of the AFL (which is partly owned by ESPN). In Baker's Manhattan office I pitched him my idea: Let me be an AFL ref. His response was less than ecstatic. "The officials are the guardians of the game," Baker said. "We will not compromise the integrity of the game."

But he didn't hate the idea either. He said that if I submitted to extensive training, I could work a game in AF2, the AFL's development league. The stakes are lower in AF2, but the song's the same: It's indoor football, the players are big, the walls are inbounds, there's no place to hide-and it's possible for a ref to exit the game on a stretcher. So Baker made it clear that for me to do this, we would need to ensure two things:

1) I would not compromise the game's integrity.

2) I would not exit the stadium on a stretcher.

A week later I'm at Chicago's Hard Rock Hotel for the AF2 officials clinic. The 156 guys who've flown in sport cropped haircuts and pressed khakis. They're serious about this weekend's work (many bring organized three-ring binders) but are loose and psyched to see each other. Playful shoulder punches and back-slapping abound. No doubt there are some secret handshakes I miss. About two-thirds are AF2 veterans. Some 35 of them have worked college bowl games. They all operate on Vince Lombardi time: early to every session.

Baynes, the ex-NFL ref who is prone to statements like "Stay your ass awake," presides over the clinic. I do my best during detailed presentations on mechanics, penalty enforcement, timing issues, kickoffs and new rules. And two hours after the three-day clinic begins, I'm panicking. As Baynes holds forth on the QB's being out of the box before the linebacker may leave his box, I text my wife this message: "I'm in WAY over my head. It's too complicated. What was I thinking?"

But it's too late to back out, so in the spirit of the thing I decide to at least act like I know what I'm doing. "You've got to sell it," Baynes always says. I'm assigned to train as a back judge, the official who plays 15 to 20 yards in front of the offense. He typically rules on long pass plays and is responsible for the game clock. Five AF2 officials have advanced via the AFL to the NFL. It's one reason these guys-entrepreneurs and insurance salesmen, teachers and Bud Light distributors-spend their weekends going over clock management. It's why they take time off from work, miss pickup hoops with their buddies and are often no-shows at their kids' soccer games.

At $100 per game, they certainly don't do it for the money. Instead, reffing is a way to stay connected to the sport they love. Their chances of getting to The Show? Not good. But if you're here, you're in the game. For each man in Chicago, there are 100 who would take his place.

"What's going on, Sean? Heard you did NFL Europe," someone calls out to a buddy as he

bounces across the room during a break.

Without stopping, Sean cracks a smile as wide as a 50-yard field and replies: "Just living the dream."

IN AF2, referees work in crews of five, made up of a back judge, a referee, an umpire and two linesmen. Typically the same crew stays together all season, working one team's home field. I'm assigned as a shadow member of the crew that calls the games of AF2's Wilkes-Barre/Scranton Pioneers. My Yoda is 32-year-old Jeremy Lomax, a first-year back judge, self-employed sprinkler-system designer, husband and dad to a 9-year-old girl.

By 8:30 on a Sunday morning in March, Lomax is at his office in Woodbury, N.J., watching game film. Two hours later he climbs into his 2007 Hummer, refills his travel mug with his favorite Wawa coffee and starts the two-hour drive to Scranton. He'll miss his daughter's soccer game, but there's nothing he can do.

Like most officials, Lomax has a flexible schedule and a patient family. His work is paying off: With just a few years of officiating high school football and one year in D2 and D3 ball, he's making strides. The NFL is the dream, but he's realistic. "If I stay at the D2 level, then I want to be the best D2 official I can be," he says. "You'll never master officiating; it's a constant journey."

The other crew members include referee/insurance company owner Jeff Macanoghy, linesman/ Pennsylvania state trooper Jerry Hocker, umpire/ school psychologist Mike Rattley and linesman/ special ed teacher Rondell Taylor. All will walk into the stadium in suits and ties, although few people will notice-or even care-about their professionalism. But that's what they do in the NFL. And when the lights go down, their jobs, in a minor league of a minor league, are no different than those of refs in the bigs: to call the game as ethically, honestly and fairly as their eyes can see.

All that is important to me, too, of course. But really, I'm consumed with just one thought during my training: throwing my hands in the air and yelling, "Touchdown!" I'd later learn that no one actually yells "Touchdown!" ("Who's gonna hear you?" one official asks.) But still, that's my dream.

IT BEGINS at 2 p.m. on May 25. Wearing a coat and tie, I leave my Brooklyn apartment and head for Wachovia Arena in Scranton. When I arrive, Lomax and I begin to go through the back judge's pregame responsibilities. We inspect the field for any trouble spots. We toss the AFL's signature blue-and-tan ball into the nets to ensure that they're in working order. We synchronize our watches with those of the game clock managers and the rest of the crew. We meet with the coaches and ask if they have concerns (Wilkes-Barre/Scranton's asks us to keep an eye on Albany's defensive ends; he feels they've been lining up wide) or are planning anything tricky ("Nope," reports Albany's coach, "what we're going to do tonight is play regulation Arena Football: line up and throw it").

Then it's back to the locker room, where crew chief Macanoghy quizzes us on game scenarios and reminds us to keep the clock moving. Umpire Rattley-who patrols the line of scrimmage- makes it clear that if any player knocks him down, he damn well better see a yellow flag fly out of one of our pockets fast. I try not to have a panic attack.

My mind is not set at ease while I observe the first half of the game with AF2 regional supervisor Ed Ardito. Here's the thing: Officiating is hard. Like, insanely hard. And when you stop yelling at the screen because some zebra has just called back the TD that put your team ahead, you might realize that a bunch of mortals armed with nothing but a head full of rules and good eyesight have to police a field full of burly, foulmouthed brutes trying to kill one another. And they have about 1.5 seconds to make most of their decisions. "Officials are so good at what they do they make the game look easy," says Ardito. "And they take a lot of flak. But the bottom line is, 99% of the time they're right."

I take over for Lomax in the third. Now, I've studied game film, practiced running backward in the park with my wife chasing me and screaming for me to go faster, even got a crew cut so I'd look like I belong. But none of that changes the fact that I had never intimately understood the expression "deer in the headlights" until I worked my first series of an AF2 game. Sixteen men, younger and faster than me, are running crossing routes, throwing blocks and screaming just feet from my face. They all believe that every play in the AFL can go for six, which means at any moment, I might be trampled. "As an official, you've got 400 things going on," Baynes told me 48 hours earlier. "You have to make sense of it and make it one reality."

After more than three decades of following the ball, I now watch everything but. In a league where the passing game rules, I prepare for the long bomb on every play. I watch the players, keep track of the clock and communicate with the other refs. I follow 400 things and make it one reality. I'm terrible.

Exhibit A: With 5:34 left in the third, Albany lets the play clock expire for a delay of game. This is the back judge's call to make, and I am here to tell you that there is no easier call on the books. It's just hard to miss it. And I do. Instead, someone else has to throw his flag. I immediately flash back to a lesson on the nuances of officiating I had with Lomax just five days earlier. He told me that he keeps his flag tucked on the opposite side of his throwing hand, since reaching across his body gives him an extra second to think. Once you throw the flag- any ref will tell you-you don't want to change your mind and pick it back up. There are no late calls. The delay is an official doing what his job description tells him to: Pause. Read. React.

Lomax is a patient teacher, and he told me I'd do fine. But just before I left his office, he told me this: As the ref tracking the play and game clock, "you really ought to get a watch."

Even with a watch, though, I don't throw my flag at the delay of game, or at any other moment. I'm bursting to use all this knowledge but am overwhelmed by the speed, the sounds and even the size of the 50-yard field. In the middle of one play, I make the incomplete pass sign for no reason. I blew my whistle once, but I can't tell you why.

That said, I have my small victories. I master the art of the presnap drill. It's a five-step process that starts when you indicate the down to the other officials, which I track via a down marker Velcroed to my wrist, with a string that goes around one, two, three or four fingers. Then I make sure the play clock is running (and give a quick thumbs-up to the clock operator), count to make sure the defense has eight men on the field (and give the "I got my eight" sign to the umpire), check the defensive ends to make sure they're in a legal formation (their shoulders must be lined up with the players on the offense) and, finally, find my "keys." Each official has keys, the players they're responsible for tracking from presnap until the play is over. A back judge's keys are always the inside receivers.

I'm also comfortable setting up kickoffs, and I master the art of the "big wind," which alerts the stadium's clockmaster to start the game clock. Then there's this: An official can ask a kicker if he's going to attempt an onside kick, and the kicker needs to answer the question so the crew can adjust. I feel like a badass giving the onside signal to my crew after Albany's kicker confirms his intentions.

The third quarter ends without incident, and per the plan, Lomax is sent back in. After all, the game is still pretty tight. But I'm just starting to have fun-and I haven't called that TD. I want to raise my arms, hear the roar of that crowd and see those barely legal cheerleaders spring into action as if on my cue. So I beg Macanoghy to put me back in. "We'll see," he says, annoyed by my freak-out when he has a game to guard.

After Wilkes-Barre/Scranton pushes its lead to 25 with 3:17 left in the fourth, the boss relents. I work the final three minutes, including some good action in the end zone. It appears that Albany is going to score, before they fail to connect on a fourth and two late in the game. Wilkes-Barre/ Scranton runs out the clock, and with it my brief career as a professional football official.

As I walk out of the stadium in my suit and tie and head for a postgame bite with the guys, I'm riding high, but I'm also bummed. Not because I didn't throw my hands in the air. Not because that flag never left my pocket and the whistle barely grazed my lips. Because when the final buzzer sounded, I was just starting to get my ref's legs. For a quarter and a half I was there, so much in the moment that I could barely move, but still, to some small extent, making decisions that mattered. And while the bar in the Ground Round is hopping, the crew doesn't notice the beers and babes all around them; they're dissecting the game, reminiscing passionately about the very recent past.

And I miss the feeling already. ..