His first response was "Hell, no!"

But after five hours with his wife in their outdoor hot tub in Salt Lake City, Toni V. Bair changed his mind and decided to move to this remote town in the piney woods of southern Virginia to become warden of the troubled Mecklenburg Correctional Center.

"All I knew was that Mecklenburg had six death row inmates escape, and if that had happened, it had to be quite a fiasco."

And it was.

"I was appalled at what was going on," said Bair, who was deputy warden at the Utah State Prison in Salt Lake City. "The filth, the disruption, the disorder, the ranting and raving, the inmates treated like caged animals."

Taking it all in, he figured there was nowhere Mecklenburg could go but up. Bair, 47, said that one of the factors he and his wife considered while sitting in the hot tub that day -- "where we would do our best thinking, planning our lives" -- was that taking the position would boost his career.

His second day on the $38,500 job, Bair decided to start talking with the inmates, something considered revolutionary by a staff that had worked for wardens who seldom left the administrative offices.

Stopping at the steel-plated door of one cell, he told the guard he wanted to talk to the inmate.

"So talk," responded the guard.

Bair looked quizzically at the solid steel door. "Open the door."

"Get on your knees and talk through the food slot," replied the guard.

"Excuse me," Bair shot back. "I'm wearing a $500 suit and a $1,000 cashmere coat. I don't get on my knees to talk to inmates. I said: 'Open the door!' "

And so Bair embarked on what he calls his toughest task: teaching his staff to deal more humanely with inmates rather than "feed animals in a zoo."

Those who could not adapt were reassigned.

Bair then ordered the maintenance crews to scour the walls of years of filth and grime and clear the cell block hallways of ankle-deep trash and litter.

He expanded the telephone privileges of inmates and supplied televisions for prisoners on death row. He persuaded the Richmond public library system to give the prison its castoff books and hired a librarian. He found a dozen unused game tables stored in a warehouse and set them up in a recreation room for inmates.

He discovered that the lights on the perimeter of the prison were blinding guards because they'd never been adjusted in the eight years since they were erected.

Some other changes weren't so easy. The prison was designed in the early 1970s for an inmate discipline program that was considered obsolete even before the prison was completed. As a result, its sparse, squat buildings are not constructed to provide work or educational spaces.

"It really is poorly designed," said Virginia corrections chief Allyn R. Sielaff. "Some people said the best thing would be to raze the place. Even though it is fairly new in terms of construction, there were some basic flaws."

"I can't move walls," Bair said, noting that his attempts to improve security and conditions at the prison are a constant frustration.

"I want to get rid of the mystique that Mecklenburg is such an infamous place," said Bair. "I want it to go from being the worst prison in the nation to the best."

Bair admitted to still being worried about Mecklenburg. "Anytime the phone rings after 10 at night," he said, "my heart skips a beat."

But he believes he has made progress. He said he has helped reduce the prison's deficit from $2.8 million in the aftermath of last year's escapes and disturbances to $300,000. Inmate assaults on guards dropped from 28 n December, before Bair took over, to one in March.

Bair is quick to admit that his philosophies may be too progressive for some conservatives in Virginia. And he takes pride in not fitting the Hollywood image of a prison warden. He gave up season tickets to the Salt Lake City ballet when he took the job, and he attends art auctions in Richmond and university theater productions in North Carolina. He reads voraciously and skydives.

"Some have called me 'The Renaissance Man,' " he said unabashedly. "I'm not too humble at times.