Here comes Affirmed up the back stretch, Seattle Slew is closing fast. Brown Beauty is neck and neck with Star Worm.

Suddenly, Napoleon comes alive.

The fans are in a frenzy. Out of nowhere, Herman takes the lead and inches past the finish line as a shrill cry erupts from the crowd.

"My worm is dead. You stepped on my worm," screamed 6-year-old Willa Moore, bursting into tears.

Hers was one of a handful of casualties on the sidewalk in front of McLean's Dolley Madison Library, which played host yesterday to 92 creepy-crawley contestants in the Second Annual International Worm Races.

There were three categories - fuzzies, slimeys and centipedes - as well as strict rules governing sportsmanlike conduct. "Anyone who steps on another owner's contestant is automatically disqualified," said racing official Phyllis Ingram, head of the library's children's division. "No poking or prodding. And anyone who tears a contestant in two will be disqualified."

Ingram said she had been grooming two caterpillars for the race, but - as the worm turns - two weeks ago they burst into butterflies.

Forty owner-trainers lined up to register contestants, vying for the title of Fastest Worm in Fairfax County.

"If he wins I'm going to keep him." said 7-year-old Allison Gregg, holding Swifty, a slimey earthworm. "If he loses, I'm going to step on him." She demonstrated Swifty's fate by stomping her Mickey Mouse flip-flops on the sidewalk.

Mark Prendergrast, 8, said he found his slug. Mr. Cammidi, under a log just hours before the race. "I fed him a roly-poly (bug) for lunch," he said, poking his finger into an empty yogurt cup that had been transformed into a muddy warm-up room.

"Only one worm per category," called a track attendant. "Let's not be piggish."

Thirteen-year-old John Shope said he found Lightfoot, a feisty little inchworm, by the side of the road yesterday morning. "If he wins," mused Shope. "I'll put him out to stud."

Shortly after 3, the races began. Three circles were chalked on the sidewalk for the three separate categories and the first worm to reach the outside of the circle won.

"Go, Tippeytoes. Go, Mighty Mo. Go, Luke Skyworm," the trainers cheered. "Come on, Squiggles."

There were several fatalities.

"Mom, I think Champion is dead." said one pig-tailed trainer, poking an inert piece of sline lying in the circle.

"I think Champion is pooped out," replied a soothing voice. "He had too much for lunch."

By 3:30, it was all over. Tippeytoes lost to Lightfoot, who came in second to Sammy in the fuzzy race. The winning time was 15 seconds.

Herman, trained by 7-year-old Kari Leedam, won the blue ribbon in the slimey category, clocked at a blistering 16.9 seconds. Alex Dume's Millipedus Maximus shot past Fasty to capture the centipede title in a record-breaking 6 seconds.

"I knew we should have trained him longer," said one tearful owner. "Ten minutes wasn't enough."

Phyllis Ingram said she was "exhausted." The mothers said it was "a lot of fun," and the youngsters liberated most of the contestants.

All except 12-year-old Kim Romero. Asked what she would do with her fistful of crawlers, she said, "Eat Them."