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"They were devastated by the I.U. loss," a Levi's-clad Elaine Irwin says of her 6- and 7-year-old boys, describing the scene at their Catholic school as mournful after Indiana University lost the NCAA championship basketball game. Slumping her shoulders and scrunching her exquisite complexion, she imitates long-faced little Hoosiers trudging through the school doors.

Living in Bloomington, Irwin is close to perhaps the most revered Indiana commodity -- I.U. hoops. But with the Indianapolis 500-Mile Race and John Mellencamp right up there on the list of Indiana icons, Irwin is close to everything Hoosier. And she's honored.

As spokeswoman for the Indy Racing League and wife of heartland rocker and Seymour (Ind.) native John Mellencamp, the successful fashion model continues to make a name for herself locally. But getting her name out there isn't a priority.

This month the 31-year-old rounds out her first year as the IRL's biggest fan, touting the league from Phoenix to Richmond, Miami to Fontana. She'll have made appearances, endorsed products, raised awareness and cheered on drivers at 15 races by the end of the 2002 season, exceeding the 13 races she covered in 2001.

On a regular basis, she talks up IRL on local radio stations in cities hosting races, and during qualifications Irwin interviews drivers for a segment on Fox Sports Net's Motor Sports Weekly, This Week in Indy Racing.

While some diehard race fans might have found it tough to embrace a model from Pennsylvania as spokeswoman for IRL, Irwin says most fans backed her.

"They were all pretty supportive," she says. "Had the roles been reversed, I would have thought it was kind of a kooky choice myself."

But the seemingly odd candidate -- who has graced more than 50 magazine covers -- quickly proved herself May 27, 2001, when she became the first woman to drive the pace car during the Indianapolis "500."

Before that, 54 men had driven pace cars since Indianapolis Motor Speedway co-founder Carl G. Fisher began the tradition in 1911. With the help of some coaching from two-time "500" winner Al Unser Jr., Irwin rounded the curves with precision, topping out at around 120 miles per hour.

"At the time I didn't realize I was so nervous until it was done. I almost fell on the floor," she recalls. "The crowd is fantastic. It's kind of intoxicating. I thought I just better do a good job, because of course you don't want to do a bad job of it. But could you imagine being the first woman in history to do that and mess it up? It would set women drivers back. I mean there's enough bad said about women drivers, I didn't need to be the one to publicly humiliate all womanhood."

Irwin, who fondly remembers as a kid heading out to small dirt tracks with her dad and uncles, has her heart in the job.

"I knew the George family," the third generation of the track's first family, Irwin says. Anton (Tony) Hulman George, the Indianapolis Motor Speedway Corp.'s president and chief executive officer, created the IRL in 1994.

"I had the occasion to hear what was in their hearts. When they formed this Indy Racing League, it was a pretty public thing and everyone in Indiana had bad information," Irwin says.

She heard critics say the IRL was ruining the "500" and ruining racing, but she says she saw things in a different light. "Really it's just making racing better. It's bringing it back. Sometimes you have to take a step back to get a better vision. And it's bringing it back to where everyone has a better opportunity."

Irwin says cost control is the defining difference, making racing more accessible for drivers and spectators. "It doesn't cost $30 million to finance a car," she asserts, citing NASCAR's Jeff Gordon and his dream to be an Indy car driver. Lack of funds prohibited his "500" dream, she says. "I'm never going to be a racecar driver and you're probably never going to be a racecar driver, but as long as the opportunity is there, it's fair." Irwin saw a decency at the heart of the IRL that needed to be communicated.

Irwin says George's grandfather, Anton Hulman Jr., brought back an ailing track to be a place of importance when he purchased the Speedway in 1945.

"We should be proud of that and support that É his passion and his whole family to maintain that and to maintain it the right way. Because the opportunity to do the wrong thing is always there, but for people to go out on a limb and rally to do something that is heartfelt and passionate and the right thing is rare."

As the first spokesperson for the IRL, she is honored to have the opportunity to share that rich history and how it continues to advance with the Tony George family. While her heart was in the right place, Irwin was no expert on Indy racing when she started her stint last year.

"I had to take a lot of time to bring myself up to speed on a lot of issues. It's one thing to be a fan -- and that's pretty much where I stand, as a fan -- but I thought to be at least a reasonable sports person you had to brush up on the more technical side, learning about the car itself, understanding the engine specifications, reading up on engines and chassis," says Irwin, who bought a plastic model engine to better understand the makeup of a car's underbelly.

Though her workload these days includes caring for two children, traveling to photo shoots to model for designers such as Ralph Lauren and keeping up with a bustling home and a rock star husband, she says the hefty workload is worth it.

"I'm so honored and so proud and so surprised," she says of her IRL work. "At every race there is so much passion. Everybody there has so much passion and such great commitment.

The guys that work on those cars have such a great respect for the drivers, and drivers have such a respect for them -- their life is pretty much in their hands. The respect and passion for doing what they do and doing it well is so great."

Although racing and modeling don't seem to have a lot in common, Irwin sees a similarity that drives her interest in each business.

"Both involve groups of people who really love what they're doing. I think people are generally pretty lucky if they're doing something they love," she says. "They are two industries filled with people with passion. I'm pretty fortunate in that aspect."

Seizing opportunities such as her IRL duties seems to be normal for Irwin, who began her professional modeling career at 16. But she wasn't born into a life of glamour that prepped her for world travel and high fashion. She's a small-town girl.

In faded jeans and sturdy boots on a cool afternoon in April, Irwin is right at home in Bloomington. Her turquoise jewelry and head of curls wrapped in an azure bandana don't suggest a high-profile career. She wears no makeup, just a bit of lip gloss.

Irwin makes herself comfortable in her husband's art studio adjacent to their home, which has influences of Cuban architecture. The studio is a glorified pole barn erected by local Amish farmers. The outside is sturdy, but high white walls fall into wide, dark plank floors on the inside, which is sparsely filled with brass-studded dark leather chairs and sofas, a bed covered in ivory linens, a paint-smudged easel and stainless steel appliances. Books line the floor along one wall, and Mellencamp's paintings warm up the studio's neutral shades.

Irwin grew up outside the city limits of Gilbertsville, Pa., as an only child. Her mother, Lynn Stanton, a tall woman with an elegant stride, recalls how people repeatedly told her how beautiful her little girl was.

"But I would always say how helpful she is or how she's a good reader," Stanton says. As a high-schooler, Irwin was an honors student and lettered in three sports.

"At the time when I as in high school, I don't think modeling was really a job option. People now are much more open to the entertainment industry in general," Irwin says. "I'd never even heard of a model. It never occurred to me to look at a fashion magazine. I think the time was a much more practical one, or the fashion industry wasn't really geared toward teen-agers as much as it is now." But someone recognized Irwin's potential, and Irwin saw an opportunity to travel.

"I don't think I or my family understood the impact or thought about it," she says. "I went with my eyes open to see the world, but with no expectations."

Between her junior and senior years at Boyertown High School, Irwin spent the summer living and working in New York City. During the school year, Stanton recalls how she and her daughter would wake at 4:30 a.m. and drive to Allentown, Pa., so Irwin could catch a bus to model in New York. Stanton would pick her up back in Allentown at 8 p.m., in time to get a good night's rest for school the following day.

Irwin doubled up on classes her senior year to graduate early and pursue her career. This time she was headed to Europe on her own with a contract from industry giant Elite Modeling in hand.

"It was the ultimate letting go," Stanton recalls. "But who can deny her that opportunity? And it turned out it was the right decision."

Since her first photo shoot for Seventeen Magazine 14 years ago, Irwin has appeared on covers of magazines including Elle, Vogue, Glamour, Cosmopolitan and Marie Claire, and walked runways for Calvin Klein, Ralph Lauren and other designers. Acclaimed photographers Irving Penn, Herb Ritts, Patrick Demarchelier and Bruce Weber have called her a subject.

Irwin has promoted Victoria's Secret, Loreal and Revlon in print ads, and asked women to "Don't hate me because I'm beautiful" in Pantene commercials. She's left the safety of a helicopter to show off Banana Republic apparel on a glacier in Alaska, and recently she shot a commercial for a German hairspray that depicts her falling from an airplane. Currently, she spends three or four days every six to eight weeks modeling for Ralph Lauren print ads.

Amid her busy schedule in 1991, a photographer friend, Wayne Maser, asked if she could fly to Indiana to shoot an album cover for John Mellencamp's upcoming release. Irwin didn't have any preconceptions before her visit. In fact, "I'm not sure one Indiana thought had ever crossed my mind," she says.

She met Mellencamp at the photo shoot near Bloomington. Irwin was swathed in a dark satin sheet, seated in a room filled with Mellencamp's artwork carelessly hung and stacked as he sang in the foreground for the cover of Whenever We Wanted. She also appeared in his music video for Get a Leg Up during the same visit. Soon after, the pair met for lunch in Detroit. Not long after that, Irwin traveled from London to visit Mellencamp in Los Angeles. And she just stayed.

About 10 weeks after they met, the couple was engaged and married less than four months later in Seymour at Mellencamp's uncle's log cabin. Irwin admits it wasn't love at first sight for either of them.

"He is clearly very charismatic," she says. "It's not as if the first time I met him marriage was in the back of my mind. And I don't think it was in the back of his either. But it made an impact. It happened very quickly."

Seven years ago, Irwin gave birth to her first son, Hud. "The name came along before I did," Irwin says. Larry McMurtry, known for gritty stories of the modern West, is a strong source of inspiration for Mellencamp. The novelist's Horseman, Pass By and the movie based on the story of the rather unsavory but likable character played by Paul Newman inspired the name.

Speck, who adopted Mellencamp's grandfather's nickname, came soon after his big brother. Irwin says her two boys have dramatically transformed her life.

"It changes your priorities. It's more of an outlook issue. I never planned to be a mom. It just happened. It's just this epiphany of motherhood," Irwin says. "They're so cool to hang out with. Boys are very sweet to their moms."

The family's heavily wooded 57-acre property sloping toward Lake Monroe is a veritable playground. "It's enough to keep two little boys really busy," Irwin says. Armed with a stash of goodies in their backpacks, Hud and Speck hunt for fish bones along the lakeshore and wander through the shadows of shagbark hickory, walnut and oak trees with their three Belgian Malinois, known as excellent police dogs and companions. Mom says her boys don't think their lives are any different from their buddies.

"They play little league, go to the 'Y' like everybody else," Irwin says. "They don't know any different. Speck thinks everybody's on TV." Irwin and 50-year-old Mellencamp don't intentionally try to keep their sons from the limelight.

"If you make an effort to be a couple and a family, you have to make an effort for lives and careers to cross over. It makes the family a much closer family," she says. When Mellencamp goes on tour this summer, Irwin says she will pack up the boys and ride along, referring to the extended excursion as a "full-blown circus."

Back home in Indiana, Irwin enjoys just being a mom, waking her boys, feeding them and getting them off the school. Mellencamp claims his wife knows everyone in town. The former urban gal rarely even makes the trip to Indianapolis. "They should probably revoke my Hoosier license," she jokes. The culture of Indiana is what makes her feel right at home.

"People ask how could I move from New York City to Bloomington, Ind., but it's really where I grew up. It's the same spirit, the same people," Irwin says. Recently, the mother of one of her boys' friends called to ask if Irwin needed any school supplies.

Irwin was touched. "She was thinking about me in Staples," she says delightedly. Irwin was introduced to Indiana by way of a Hoosier legend, John Mellencamp, and is raising their sons among Indiana's forests and I.U. basketball. She has embraced and applauded the state's racing heritage. She has treated Indiana like an opportunity.

On her left wrist is a tattoo of a flying bird with no legs, an animal mentioned in her wedding vows to John. The bird was inspired by a character in Tennessee Williams' play Orpheus Descending, in which a rebellious outcast named Val speaks of "a kind of bird that don't have legs so it can't light on nothing but has to stay all its life on its wings in the sky."

Irwin doesn't focus on the tragic side of the symbol. She mentions how the bird looks down and sees all the world has to offer. Its perspective is broader. But unlike that bird on her wrist, Elaine Irwin has embraced her opportunities. And she's embraced Indiana.