Earlier this year, when he discovered that his close friend and former teammate Walter Payton was suffering from a serious liver ailment, retired Chicago Bears linebacker Mike Singletary chose to accent the positive—just as he knew Payton would. "As I look at Walter and the situation, I think this can be one of his finest hours," said Singletary, 41, now a motivational speaker. "I think there can be a great example out of this." At that time there was still reason to believe that Payton, certainly one of the greatest running backs in football history, had a chance to receive the necessary liver transplant and recover.

It didn't work out that way. But somehow Singletary's prophecy about an extraordinary athlete—and an equally remarkable man—proved true all the same.

Upon his death on Nov. 1 at age 45 from the effects of an unusual form of liver cancer, Walter Payton was mourned less as a superstar and more as a gentleman. At a poignant press conference in February, the ailing Payton announced that he needed a liver transplant. Then, last week, word quietly spread that his condition had taken a turn for the worse. His son Jarrett, 18, a freshman running back on the University of Miami football team, returned home, joining mother Connie, 45, and sister Brittney, 14, in their vigil. At his home in South Barrington, Ill., outside Chicago, Payton grew weaker, still conscious but barely able to speak. Hours before he died, Singletary could only read to him from the Bible and pray. "There was no tense look on his face," said Singletary, "just peace—a look of peace."

Those closest to Payton seemed also to have come to terms with his mortality. "I spoke with Walter's wife, Connie, several months ago when he was in the Mayo Clinic," says Bob Thomas, a longtime friend and Bears teammate who is now an Illinois appellate judge. "She said, 'Here we are. We spent our 20s and early 30s together; then all of a sudden we're doing different things with our lives. It's times like these that bring us all together.' There was a strength and a peace in her voice."

Payton's passing stirred a profound sense of loss in the pro football fraternity. "The tremendous grace and dignity he displayed in his final months," said NFL commissioner Paul Tagliabue, "reminded us again why 'Sweetness' was the perfect nickname for Walter Payton." In Chicago, where Payton played all 13 years of his career with the Bears (from 1975 to 1987) and led the '85 team to a Super Bowl victory, the shock of his death moved fans to tears. Many flocked to Walter Payton's Roundhouse, his restaurant and museum complex in the suburb of Aurora, seeking solace. "A lot of people came to talk," says Scott Ascher, co-owner of the Roundhouse. "They just wanted to talk about Walter."

In part, of course, the outpouring of sadness was a response to the loss of one of football's greatest stars. Payton had retired as the NFL's all-time leading rusher, with 16,726 yards. And, almost miraculously, he had missed only one game of the 190 the Bears played during his career—an astonishing feat, given the relentless physical battering to which running backs are subjected.

But in truth it was Payton's personality and character, as much as his athletic ability, that made him so beloved. On the field he was a ferocious competitor; off it he was notoriously playful, delighting in keeping his teammates loose with a repertoire of pranks as well as a wicked impersonation of comic Flip Wilson. "He had that really high voice," says Jim McMahon, the Bears quarterback when Payton won his only Super Bowl. "He sounded like a little kid, and that's the way he acted. He'd light one of his cherry bombs in the locker room and scare everybody." Says Singletary: "I always had to be alert when I was around him because he might tie your shoestrings to a chair. The party was never dull with him here." Even near the end, Matt Suhey, 41, a former Bears teammate and friend, went to pick Walter up one day to drive him to Singletary's house. As he drove around the neighborhood, Singletary reports, Suhey would ask, "Is this the house?" Walter would nod, and Suhey would get out and ring the wrong doorbell. "Walter was laughing; he did this for three houses," says Singletary, who believes Payton used humor as a way of easing the anxiety of friends and family.

Cherry bombs and shoelaces aside, Payton was an uncommonly gracious and giving man who managed to charm nearly everyone he met. Glen Kozlowski, a sports radio talk show host in Chicago, recalls one of the small acts of kindness that defined Payton. It was the season after the Super Bowl and Kozlowski, then a Bears rookie who had been injured, was unknown on the team—but not to the resident superstar. "I remember being at a luncheon, and Walter came up and introduced himself to my wife and talked about what a wonderful guy I was and how lucky she was," says Kozlowski. "He didn't have to do that, and most guys wouldn't have even thought of doing it. But Walter made people feel special." Payton himself once explained his approach to life. "All people," he said, "regardless of whether they're athletes or not, should treat people the way they want to be treated."

Payton was raised in a close-knit family in Columbia, Miss. His parents, Peter, who died in 1978, and Alyne, now 73, worked at a parachute company and raised three children: Eddie, 50, who played in the NFL; Pam, 49; and Walter. Sports was not Walter's first love. "I wanted to be a professional drummer," he told PEOPLE earlier this year. Instead his football talents earned him a full scholarship at historically black Jackson State and made him a first-round draft choice of the Bears. In 1976 he married Connie Norwood.

With his skills in decline, Payton decided to retire in 1987, which became an emotional moment for all of Chicago. Until he arrived in 1975, the Bears had been woeful. "Excitement and hope are what Walter provided the city," says ex-teammate Thomas. After leaving the Bears, Payton—who still holds the NFL record for most yards in a game with 275—became a successful businessman, building a $30 million empire that included a construction equipment company, a brewery and an Indy-car racing team. True to form, he was also active in the Walter Payton Foundation, which was set up by the Bears primarily as a children's charity. Over the past year the foundation provided Christmas gifts for more than 35,000 Illinois kids who are wards of the state and cosponsored an adoption fair that led to 50 adoptions. Unlike so many former pro athletes who cash in on the sports-collectibles circuit, Payton would only donate autographed memorabilia—to churches, schools and social service agencies, in order to help them raise money. Even when he became ill, he continued to be deeply involved with his foundation. "He said, 'I know those children are depending on us,' " recalls Kim Tucker, executive director of the foundation.

In retrospect, it appears that Payton may have been ill as far back as 1991, when he collapsed one day in the pit at an Indy-car race. A battery of tests at the time, including a liver biopsy, showed no abnormalities, and he seemed to recover. But a year ago he began experiencing digestive problems that led to a dramatic weight loss. Doctors again ran tests and discovered that Payton was suffering from a rare disease called primary sclerosing cholangitis—PSC—an inflammation of the bile ducts that causes scarring. As the ducts, which drain bile from the liver into the small intestine, become blocked, bile backs up, damaging the liver. There is no known cause, and in some cases the only treatment is a liver transplant, which is often successful.

Initially, Payton had intended to keep his condition a secret. But in January, when he attended a press conference where it was announced that Jarrett, himself an outstanding football player, would be attending the University of Miami, his emaciated appearance prompted immediate speculation and forced him to go public. "I would have said nothing [until the transplant]," Payton said later. "That's the way I am."

For several months, Payton waited on a list for a liver transplant. As a matter of principle he insisted that he receive no preferential treatment—that he wait his turn for a donor like everyone else. Unfortunately his wait was in vain. His PSC became cancerous, as it does in a small percentage of such cases, making him ineligible for a transplant, which would have required the use of drugs to suppress the immune system, giving the cancer free rein. Despite the bad news, Payton never displayed any "fear or personal concern," as his doctor Greg Gores put it last week.

"Walter was just that kind of individual," said Mike Singletary at the press conference announcing his friend's death. "He never thought, 'Why me? Why this? Why now?' He just continued to look forward." In his final hours, recalled Singletary, Payton faced his fate with the same determination he had shown on the field. "When I heard the news, I didn't cry for him," said Singletary. "The tears I cried were selfish tears, because I won't be able to be with him anymore."

Bill Hewitt
Mary Green, Champ Clark, John Slania and Giovanna Breu in Chicago

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