She's talking about her glasses, the ones with the tiny video camera built into them. "Some of our equipment is pretty sophisticated," she says. Suddenly she stops.

"I have to keep in mind the settlement order -- what I can say and what I can't say," Michele Rokke says. "I honestly have no idea if this goes outside the bounds of the settlement of this case. Do you mind if I check this with the counsel?"

She leaves the conference room, walks down the hall, confers with an attorney. She returns to report that she can talk about the glasses. "They're horrible," she says. "They're huge and horrible and they look silly."

She disappears down the hall again and comes back with a black carrying case. She opens it and removes the glasses. They are huge and horrible and they do look silly. They're ugly spectacles with thick black frames. They look like Barry Goldwater's glasses on steroids.

"Drew Carey has sort of popularized this look," she says, smiling.

Her co-workers, the people she was secretly videotaping, laughed out loud at these glasses. They never noticed the tiny pinhole between the eyes. Behind that hole was the lens that was photographing them.

Rokke reaches into the box and pulls out more equipment -- two batteries, each about the size of a pack of cigarettes, and a video recorder twice as big. These are the tools of her trade. Michele Rokke is a spy. Not for the FBI, CIA or KGB: She's a spy for PETA -- People for the Ethical Treatment of Animals.

For nearly four years, she traveled across America -- from California to New Jersey, from North Dakota to Mississippi -- talking her way into horse farms, chicken farms, a research hospital, a toxicology laboratory. Once inside, she secretly photographed and videotaped animals and their keepers, gathering material for PETA's controversial animal rights protest campaigns. Like a good spy, she remained completely anonymous -- until her cover was blown last summer.

By then she'd spent eight months as a technician at Huntingdon Life Sciences, a product-testing lab in New Jersey. In May, she quit that job, smuggling out 8,000 pages of documents she had secretly photocopied and 50 hours of videotape she'd shot with those geek glasses. In June, PETA opened fire on Huntingdon, accusing the company of cruelty to lab monkeys, convincing several of Huntingdon's customers, including Procter & Gamble, to suspend their dealings with the lab. Irate, Huntingdon counterattacked by suing PETA under the federal anti-racketeering statute, charging that PETA's long history of infiltrating, exposing and attacking various companies constituted a campaign "to defraud and extort businesses."

The case was called Huntingdon v. Rokke et al. It promised to be the long-awaited legal showdown between PETA and the animal-testing industry. For PETA, the stakes were enormous: A loss could have been a crippling blow to its reputation and -- because losers must pay triple damages and their opponent's legal bills -- to its bank account as well. Rokke spent a good bit of the summer and fall answering questions from lawyers, friendly and otherwise.

Then, shortly before Christmas, Huntingdon abruptly agreed to drop the suit in return for a promise by PETA not to infiltrate the company again for at least five years or to publicize its charges against it. PETA claimed victory and Paul McCartney, a longtime PETA supporter, sent a congratulatory bouquet.

"They were suing us for several million dollars and we didn't have to pay them a single dime," Rokke says. "Clearly, it's a victory for the animals."

She's sitting in the conference room in PETA's headquarters in Norfolk. She has green eyes and sandy hair that falls across her slender shoulders. Her shy smile makes her seem younger than her 31 years. She doesn't look like a spy. She says she doesn't feel like one, either.

"Honestly, I don't think of myself as a spy," she says. "I think of myself as a hairdresser from Minnesota." Death and Dyeing

She was a hairdresser in Rochester, Minn., when she got the phone call that led to her life as an undercover agent.

It was 1993. A woman called to make an appointment to get her hair dyed. She said she wanted to look more glamorous in the mink coat her husband had just bought for her. Rokke booked the appointment, but her conscience began to bother her.

"I called her back and said, I'm sorry, I can't do your hair because I think it's wrong that you want to look more beautiful in a fur coat. I think it's wrong to wear fur.' I just sort of gave her a brief, polite education on what fur-bearing animals go through."

But when Rokke hung up, her conscience was still bothering her. Throughout her "Norman Rockwell childhood" as the daughter of a Rochester IBM worker, she'd always had a sensitive conscience about animals. At 12, like many adolescent girls, she stopped eating meat. Unlike most of them, she never started again. At 18, she was reading PETA publications and writing protest letters to companies that tested their products on animals. In her early twenties, she drove to Pennsylvania to join a PETA protest against a small town's annual Labor Day pigeon hunt. And now she wondered if her refusal to color the mink owner's hair was too pathetically small a gesture.

"I kept thinking, I have another client who I enjoy doing but I know she has a fur coat, too. Should I tell her not to come in? Then I have clients whose husbands kill dogs at the Mayo Clinic' . . . I thought, This is crazy. I can't be in this business any more because soon I won't want to talk to people who come in and tell me their chicken recipes.' So I felt it was time to take the next step."

The next step came that fall. Rokke spent her two-week vacation doing an unpaid internship at PETA's headquarters, then located in Rockville. The work wasn't particularly challenging -- stuffing envelopes and similar chores -- but she was impressed with the people. They were vegetarians who refused to wear leather, idealists dedicated to making the world safe for animals.

"It felt nice to be able to eat with somebody who wasn't waving flesh in my face to goad me," she says. "It felt comfortable. The people at PETA were working for something good, not just to put a buck in their pockets."

Back among the flesh-eaters of Rochester, and not too happy about it, she wrote to PETA, applying for a job as an investigator. It's the toughest job at PETA but an essential one. PETA was built on undercover work. Investigators provide the evidence that fuels the group's protests and publicity campaigns -- and, not coincidentally, attracts new recruits and contributions to the 600,000-member organization.

In March 1994, Mary Beth Sweetland, the head of PETA's Research, Investigations and Rescue department, called Rokke to offer her a job tryout: Would she go to North Dakota to investigate ranches where the urine from pregnant mares is collected and sold to a company that uses it to make an estrogen-replacement drug called Premarin?

"I didn't think twice," Rokke recalls. "I said sure."

She drove to North Dakota and found Dallas Moore's ranch. She told Moore she was on her way to see her boyfriend, who was working on a ranch in Montana. She said she wanted to learn about horses before she got there. It was a lot of baloney but Moore fell for it. He let her hang around for a few days. When he wasn't looking, she took a picture of a male horse with an ugly wound on his hindquarters. Later, PETA's Animal Times magazine published an article denouncing the alleged mistreatment of pregnant mares. Illustrating it was Rokke's photo of the injured stallion -- cleverly cropped so that readers couldn't tell that it wasn't a mare, pregnant or otherwise.

Rokke had passed the test. She was hired as a PETA investigator. The job paid $23,000 -- a third less than she was making as a hairdresser, she says. Her first assignment was investigating chicken farms. She spent that summer driving from the Carolinas to California, sleeping in her tent or cheap motels, checking out chickens. She told the farmers she was doing a study of chronic leg problems in broiler chickens. She didn't say that the study was for PETA. Not surprisingly, she found that the life a broiler chicken is nasty, brutish and short.

Many humans get sentimental about horses or cats or dogs. Few can get worked up about poultry. But Rokke did. In her diary, which was published in Animal Times, she writes of kneeling down to comfort sickly chickens: "It was like a nightmare, where I come across an accident and there are so many people badly injured, I just go from body to body."

In the spring of 1995, Sweetland sent Rokke to Omaha to get a job at Boys Town National Research Hospital. Boys Town specializes in treating children with hearing problems. It also sponsors some hearing-related research -- Sweetland wanted Rokke to investigate a neurological study that Edward Walsh and his wife, JoAnn McGee, were performing on cats, an experiment funded by a grant from the National Institutes of Health.

Rokke managed to get a job as a housekeeper in the hospital, but the work took her nowhere near the cat experiment. "I didn't have much access to the place where the animals were kept," she says. "Basically, I scrubbed toilets and vacuumed rugs."

She scrubbed and vacuumed for seven frustrating months, hoping to transfer into the lab. She never did, but another PETA spy, Matt Rossell, landed a job as a security guard and began secretly videotaping kittens that had undergone neurological surgery in the experiment. They looked sad with surgical scars on their heads and they meowed forlornly in Rossell's videos.

In February 1996, PETA pounced on Boys Town, using Rossell's videos as ammunition in an aggressive media campaign against the experiments. Soon, PETA activists were handcuffing themselves to the furniture in the office of the hospital's director, and a PETA member dressed as the Devil climbed onto the hospital's roof with a sign that read "Satan Loves Boys Town Cat Experiments." The Spy Life

"It's very frustrating to live this life," Rokke says. She's sitting in PETA's conference room, talking about undercover work. "I couldn't say to a fur wearer, Shame on you,' because I was living an undercover life."

Working undercover, she says, meant hiding the aspects of her personality that were most important to her. She kept quiet about animal rights. She hid her vegetarianism, skipping lunch or just eating popcorn. She tried to blend into the background, seldom talking about herself, avoiding her co-workers' attempts at friendship.

"I found I can't let myself get close to anyone," she says.

In Omaha, she was sharing a house with Rossell, but they pretended not to know each other at work and they never went out together in public. That was difficult, but at least she had someone to talk to; she was alone during her eight-month stint at Huntingdon..

"It's tiring," she says. "You definitely have to find an avenue to vent because it's not possible to even talk to friends. It's not like I can call my friends at home and say, You should see what they're doing.' I can't do that. It's confidential."

Instead, she would call Sweetland, her boss at PETA. "I remember several phone calls when Michele had seen more than she could bear to see," Sweetland recalls. "But there weren't that many calls because she's stoic. That, to me, is her overriding characteristic. Perhaps she's too stoic. She has to bottle too much inside."

Rokke doesn't emote much and she doesn't spend a lot of time in introspection. She'd rather talk about animals than analyze her motivations. She has trouble explaining why a woman who is so horrified at cruelty to animals would spend years trying to uncover it.

"People come up to me all the time and say, How can you do what you do?' " She shrugs. "You just do it. You decide what's important and worth spending time on and you just do it."

Sweetland suggests another reason Rokke volunteered for the life of a spy. "I really do think she likes the action and the excitement and the unpredictability," she says. "She prefers life on the road to life in the office. Office work is too staid and boring for her." A Twitching Monkey

Rokke slips the video into the VCR and fiddles with the remote, punching button after button, trying unsuccessfully to get a picture on the TV screen.

"I laugh that I do undercover work with video cameras and I can't set up my own VCR," she says.

Finally, she gets a picture: Lab technicians are strapping a monkey down on an operating table. This is the video that PETA released in June, part of its media campaign against Huntingdon. It's nine minutes long, edited down from the 50 hours of videotape that Rokke shot with the camera in her glasses. The court settlement forbids PETA to distribute the video, but if somebody else provides a copy, Rokke is permitted to comment on it.

"The technician is antagonizing the monkey to get him all riled up," she says.

On the screen, the monkey is strapped down, ready for an electrocardiogram. A technician yells, "Don't you bite my friend!" He squirts some of the gel used to make the EKG connections into the monkey's snarling mouth.

"Nobody's supervising these characters," Rokke says as she watches. "They're just doing whatever the hell they want."

The video continues. The technicians yell at monkeys, toss them into cages, put rubber hoses into their noses to test a nasal decongestant product. It doesn't look particularly pleasant, but it doesn't seem all that brutal either.

"There are more humane ways to do this," Rokke says.

Now comes the most controversial scene on the tape. A technician is cutting up a monkey, who twitches with each slice of the scalpel. Alan Staple, the president of Huntingdon, says the monkey was already dead, that PETA edited out the section of the videotape that shows the monkey being given a lethal injection. Rokke claims that the technician had botched the lethal injection, that the monkey was still alive when the autopsy began.

On screen, the technician slices into the monkey's chest. The monkey shivers. "This guy could be out a little bit more," the technician grumbles.

"When I was standing there," Rokke says, "I was thinking, He's going to stop and give this animal a little more" of the lethal injection. "But he just kept on doing it."

Perhaps that is what Rokke was thinking during the operation, but it isn't what she said. She never urged the technician to re-inject the monkey. Instead, she asked him how she could get a job performing animal autopsies.

"I don't have a degree or anything but it fascinates me," she says on the tape as the technician calmly cuts up the twitching monkey. "I like the surgery part and stuff. I don't know, every time there's lights on in this room, I'm drawn to it."

"I cringe when I hear my inane comments on the tape," she says later. "But a lot of it is: You're on autopilot. You sort of react as other people in the room are reacting. You're trying to keep track of what's going on in the room in case the video fails. It's an exhausting process." Judgment Day

"Ms. Rokke here was an investigator for PETA," Judge Robert G. Doumar said in federal court in Norfolk in July. "She certainly presents a very appealing demeanor and I believe is a very dedicated individual who is clearly immersed in her work and feels strongly for animals."

That was nice. But then the judge announced that he did not believe Rokke's testimony.

The previous day, Rokke and several Huntingdon employees had testified in a pretrial hearing related to Huntingdon's racketeering suit. A Huntingdon personnel clerk testified that she watched Rokke sign a confidentiality agreement on her first day of work. The clerk identified Rokke's signature on the document. But Rokke testified that the form she'd signed contained no confidentiality agreement.

The judge didn't believe her. "Clearly, Ms. Rokke executed that document . . . To that extent, I have to reject completely the testimony of Ms. Rokke."

Rokke had also testified that she didn't know she was violating any rules by photocopying company documents and smuggling them out of the lab. Doumar didn't believe that, either. "Clearly, she knew the documents did not belong to her," he said in court. "She has so convinced herself that she had the absolute right to take anything and everything that was in the plaintiff's facility that she actually believes it."

Rokke still swears that she told the truth in her court testimony. But Doumar is not alone in challenging her veracity -- and that of PETA itself. Dallas Moore, the North Dakota rancher who let Rokke spend three days with his horses, says she lied about why she was there and then falsely accused him of mistreating the animals. Alan Staple, president of Huntingdon, says Rokke and PETA "deliberately falsified" their descriptions of conditions in his lab. And Edward Walsh, the Boys Town researcher, says PETA's allegations of cruelty to animals in his lab were bogus: "They distorted our research and distorted the truth tremendously."

Charges and countercharges begin to blur in the mind and one longs for a neutral judgment. In the case of Boys Town, there was one. At PETA's request, the Department of Agriculture conducted several investigations of the Boys Town lab. The inspectors found some expired drugs in the lab and some evidence of sloppy record-keeping but, as the department informed PETA, "none of these had resulted in a direct impact on the animals" and all of them "were promptly corrected."

But those reports received far less publicity than PETA's accusations. And they did not stop the hate mail and the threatening phone calls that keep coming to Walsh and his wife. "We Will Kill You And Every Member of Your Family In The Exact Same Way You Killed the Cats," read one, signed by the "Human Brain Research Centers." Far more frightening was a sympathy card that referred to their 7-year-old son. "So sorry to hear about the tragic death of your son," it read. "At least now, he's in God's good hands with all the beautiful kittens from the living hell you both created at Boys Town." Moving On

"That's terrible," Michele Rokke says when she hears about the death threats. "I think they are alarming. But we don't know who they're written by. They could be written by crazy people on either side. I certainly would not want anybody to write anything like that, ever. But I can't take responsibility for what other people do. If there's something egregiously wrong going on in a laboratory, it's my responsibility to bring out the truth."

She's speaking from a phone booth on the Ohio Turnpike. It's Christmas Eve and she's headed home to Minnesota. She has quit PETA and abandoned the undercover life, at least for a while. She says the investigations and the racketeering suit have left her exhausted. She says she needs a break.

But she also says she won't abandon the cause. "I'll just work in a different avenue," she says. "I'm really interested right now in grass-roots activism. Stuff on a local level. People are afraid to be the first one to picket a fur store in their town and I guess I feel right now that's something I want to do." CAPTION: "It felt nice to be able to eat with somebody who wasn't waving flesh in my face to goad me," Michele Rokke says of working for PETA. CAPTION: "Honestly, I don't think of myself as a spy," Michele Rokke says. "I think of myself as a hairdresser from Minnesota."