Cadet Utz, carrying a clipboard and pacing smartly, was quick to notice two "rats" of Charlie Company as they glanced at each other.

"You don't look around unless I tell you to look around!" Utz's voice boomed above all others in this small courtyard outside the barracks at the Virginia Military Institute. "Don't look around!"

The time-honored ritual of harassing the school's plebe class, known as rats, had begun anew. It was the response from the rats that broke boundaries:

"Yes, Ma'am!"

For the first time since the founding of VMI in 1839, two women joined the ranks of the "cadre," the elite group of cadets who have earned the privilege of training and brow-beating the incoming class.

Although an inevitable result of the assimilation of women that began here in 1997, it marked the first time that women were in charge of disciplining other students, putting them in a position to yell at both men and women, and be obeyed.

"I don't think women should be on the cadre simply to put women on the cadre," said Mia Utz, a 22-year-old junior from Pioche, Nev. "I don't think that the rats are thinking about the fact that I'm a woman. They're thinking that I'm an upperclassman and I'm getting in their faces."

The rats, who received their uniforms and hustled through several drills today, are instructed not to speak with reporters during their months-long training period. Heidi Mason, 19, of Winnetka, Calif., a sophomore who joined Utz on the cadre, declined to speak with the press.

With Utz and Mason joining the cadre, yet another invisible barrier for women at VMI fell. Their rise to leadership positions comes three years after women entered VMI, when the Supreme Court ordered that the school, as a public institution, allow women into its ranks.

Since the first 30 women entered the school in the summer of 1997, an additional 62 women have joined the Rat Line, including 28 who began today. VMI officials have said that women and men are treated equally, and Maj. Gen. Josiah Bunting III, the school's superintendent, says that standards have toughened, if anything, since women arrived on campus.

"What we are beginning to see is a certain type of young woman who is attracted to VMI," Bunting said. "They are young women who have something to prove to themselves and to their friends. They want to take the road less traveled and flourish in a system that measures success in many different ways, not just in academics. People are very conscious of what changes are made at VMI, and they are very conscious of their obligation to make sure nothing does change."

The journey has not been entirely smooth. After a six-year fight against assimilation, VMI has had growing pains in dealing with a corps composed of both sexes, a fact that VMI officials say is endemic to putting college-aged men and women in close contact. Sex is forbidden in barracks, and cadets may not date cadets of other ranks. There have been at least two major incidents of sexual misconduct on the campus. One of those cases involved a high-ranking student who was allegedly using his position on the school's Honor Court to force female cadets into sex.

That case, which led to the permanent expulsion of a male cadet who was slated to fill the top leadership position of Regimental Commander of the Corps, was discovered days before the first two women graduated from VMI last spring. The allegations of sexual harassment were exactly what many officials feared would arise out of assimilation, but Bunting championed the fact that wrongdoing was dealt with swiftly.

Mike Strickler, a VMI spokesman, said assimilation has gone "better than we could have expected," adding that no one anticipated that it would be free of problems.

"You are going to have some bumps in the road, and we have seen some bumps there," Strickler said. "But I have to give credit to the cadets because they have made this work and have come together to make it better. And the women haven't been coming here to change VMI; they are coming here to accept VMI on its terms."

Utz, who transferred from a military institute in Nevada to become a member of the VMI Class of 2001, said she has enjoyed the tight military attitude of VMI. Although hinting that assimilation has not been perfect, she said there has not been enough time to evaluate its effectiveness.

"Even in the real military, where they have had women for a lot longer than VMI, you see the same problems," Utz said. "I don't think that three years is enough to form a complete and seamless evaluation. It's slowly but surely making its way toward success."

Price Lykins, 20, a junior from Memphis, watched Utz deal with the rats. Seeing women harass the plebes will take some getting used to, he said. Lykins, also a member of the Class of 2001, is glad that he never had women yelling at him.

"I've seen them be just as intimidating as anyone else," Lykins said, a smile creeping onto his face. "In a way, I'm glad it never happened to me. This is the first time we're hearing them yell, 'Yes, Ma'am,' and that would definitely throw me off."