One guy who was supposed to wrestle her was so scared the promoter had to send the sheriff after him.

When the lawman finally dragged him to the arena from behind his counter -- he was a Bethany, Mo., short-order cook -- the guy protested he couldn't wrestle Mildred Burke because he had no trunks. So Burke, the crowd cheering her on, took hers off (she was wearing a leotard) and gave them to her opponent. Then she pinned him.

In 1935, at age 19, she started wrestling in earnest on the carnival circuit, offering $25 to any many of reasonably similar weight who could pin her within 10 minutes. None did.

After word got around and takers were hard to find, she entertained by blowing up inner tubes until they burst. Her chest expansion was 5 1/2 inches, more than Jack Dempsey's.

Her physique was such that the Los Angeles Police Department displayed her poster in its offices as a way of shaming its men into staying in shape. She was in Ripley's Believe It or Not for doing 100 body bridges on the editor's desk.

Opponents believed it. Because after 21 years and more than 6,000 matches, Mildred Burke retired in 1955 as the undefeated women's world wrestling champion.

"I've had two or three gilrs say they beat me," Burke said, "and I've threatened to take them to court, because they never even wrestled me."

Before you go off thinking that she must have looked like some sort of Russian shot putter who feared nothing except a chromosome test, be advised Millie Burke, made up and dressed in her prime, was a beauty and the heartthrob of thousands. She was married three times. Her fans included Al Jolson and Cesar Romero.

In her prime, she was 5-2, 138 pounds. Now, she weighs 180, but you wouldn't know it to look at her. It's mostly muscle. Even now, she says, she gets marriage proposals in the mail. She's an outgoing woman with a gentle manner who apologized to a visitor recently for not wearing eye makeup. She's allergic to it.

Affixed to the concrete wall behind her desk is a poster of her as a young woman, biceps flexed, dressed in a championship belt and a low-cut blue wrestling outfit. She says she was offered a movie contract in those days, but turned it down.

"They wanted to make fun of wrestling," Burke said. "To me, it was terrific. I didn't want to put it down."

Finally, years later, she took a movie job. Burke, 65, has just wrapped up a stint as technical advisor for MGM's "All the Marbles," a movie about women wrestlers.

Burke has been instructing the actresses for six months at her Encino gym, occasionally climbing through the ropes herself to show them how to deliver a forearm shiver, or how to apply a crooked leg scissors, her favorite hold.

"You thrust their head in a vise with your legs," Burke said. "You can break their neck."

And embarrass them as well. Certain attributes are needed to apply the crooked leg scissors, but modesty isn't one of them. When an actress tried to apply the hold by locking her opponent's head between her knees, Millie, wearing a dress, climbed into the ring to demonstrate. She locked the woman's head between her thighs, thereby utilizing the body's strongest muscle, the quadriceps.

"You should have heard her scream," Burke said.

She also has a thriving mail-order business featuring video tapes of her wrestlers, which grosses about $150,000 a year. She says MGM paid her $3,000 a week for her services on "All the Marbles."

She has just moved into a $500,000 home and owns a 1980 Lincoln and Cadillac. Not bad for a woman who had to hock what she said was worth $50,000 worth of jewelry for $5,000 in order to eat when she retired from the ring.

But Burke never spent much time grieving about fortunes made and squandered. She was born Aug. 5, 1915, in Coffeyville, Kan., the youngest of six children. Her father was a part-time inventor who, she says, invented a non-skid chain for tires and a heavy-duty hand soap.

"I can't ever remember him working much," she said. "He'd work up something, make a small fortune, live it up, and then go on to something else."

At 15, after shuttling between Kansas City and California with her family, she found herself working as a waitress on the Zuni Indian reservation near Gallup, N.M. Her mother, then separated from her father, was employed there as a cook.

Millie Burke lived there three years, and the highlight was falling off a horse and being knocked unconscious. Her social life consisted of sneaking in to watch an occasional Zuni war dance. She was 17 when her boyfriend stopped to see her on his way to California and asked her to marry him. She accepted.

"I would have married anyone to get off that reservation," she said.

When they moved to Kansas City, he took her to a wrestling match. She was hooked.

"I loved it," she said. "It (women wrestling) was something that had never been done. As a kid, I had the same dream over and over. I'd be at the head of the steps, and there'd be a crowd of people applauding me at the bottom. And I'd take off . . . like an angel."

She faced only two obstacles. One was she was pregnant, the other was the thought of putting a woman wrestler in the ring was just slightly less remote than that of putting a man on the moon. In those days, women wrestlers were seen only in vaudeville.

But she persevered, finally convincing Billy Wolfe, then the Missouri state champion and soon to be her promoter and second husband, of her desire to make wrestling her career. She weighed 115 then, but when she twiced pinned a 160-pounder she says Wolfe had paid $1 to "slam her so hard that she'll quit bothering me," Wolfe became a believer.

Burke attributed her invincibility in the ring mostly to the "alligator clutch," a Burke invention with which she figures she ended about 4,500 of her matches. The alligator clutch is a devilish pinning maneuver in which you may make a pretzel of your opponent and then sit on him, or her. It's not recommended unless your brother is a chiropractor.

It wasn't an easy life. For two decades, Burke wrestled six days a week, 50 weeks a year, driving day and night, wrestling in every state of the continental United States except New York (when women wrestling wasn't permitted there) and in Canada, Cuba, Mexico and Japan.

"Mexico was the most dangerous," she said. "Down there, it's as dangerous if they like you as if they hate you. If they like you, they want a piece of your clothing. If they don't like you, they want a piece of your flesh."

Along the way, Burke says she broke her nose, had five knee injuries and had each of her thumbs ripped out of the joint and pushed back to her wrist. To this day, they are outsized and misshapen.

Burke's worst injury was when she was on her back and an opponent stomped her on the mouth, loosening all her teeth. Eventually, they all had to be removed.

"I beat the living hell out of her," Burke recalled. "I was hurting so bad, I went insane."

In 1938, she competed in what she believes was the first mud wrestling. Life magazine chronicled it. During the '40s in Jacksonville, Fla., she wrestled in a ring covered with a mixture of swamp mud and melted lard. She says her principal reward for that evening was an ear infection that impaired her hearing.

Whatever the circumstances, she always tried to be feminine. Burke says she was the first wrestler of either sex to wear fancy robes, and she wore $50,000 worth of jewelry into the ring until its safekeeping became too much of a headache.

She was paid well, making as much as $2,000 a night and grossing $250,000 to $300,000 a year in her heyday -- 30 years ago.

But she said Wolfe, as her promoter, got it all.

"That was the stupid part of me," Burke said. "Twenty-two years. All the bleeding I went through, to wind up with nothing. Someone would say 'wrestling' to me and tears would come to my eyes.

The years no longer seem wasted, though Burke says many of her wrestlers clear $20,000-$30,000 a year, although the overseas market is more lucrative. Here, she says, people are more interested in an acrobatic show. Abroad, she says, they are more interested in a real scuffle.

She says her training program attracts educated girls, girls unlike "Crazy Gladys," a former opponent who Burke said had a "cauliflower head" and ate soap after every match because she thought it would kill whatever germs she might have picked up in the ring.

There's a book coming out about Millie Burke. A throwback who bled and not catsup, she wanted to call it, "The Third Fall." But the author has decided to call it "Sex, Muscles and Diamonds." Oh well, that's show biz.