I visited Walter Payton at his house in suburban Chicago a couple of weeks ago and watched as the 45-year-old man who was one of the greatest running backs in history slowly shuffled his way into the living room. He sat beneath a vibrant portrait of himself with a group of children. There was little resemblance between the chiseled 5'10", 202-pound Chicago Bears All-Pro in the picture and the Walter Payton I was looking at.

He had lost about 65 pounds and weighed less, he told me, than he had in sixth grade. The one thing he hadn't lost, though, was his spirit. We were working on his autobiography, Never Die Easy, and I asked Payton if he had ever yelled at God, questioning why someone with so much to offer had been suddenly stricken by both a deadly liver disease and--though the public had not been told about it in accordance with Walter's wishes--cancer. His eyes yellowed by his malfunctioning liver, Payton gave me an incredulous look that was backed up by strong words. "Are you serious?" he asked. "I'm not mad at anyone, especially God. I don't feel sorry for myself, because that's the first step toward giving up, and I'm not giving up. I know something good is going to come of this. I just haven't figured out what it is yet."

Payton's mind and spirit refused to give up, but on Monday his body did. He died at home, surrounded by family, including his wife of 23 years, Connie, and some close friends. On Oct. 26 doctors at a Chicago hospital had given him 24 to 48 hours to live. At his request Payton, who didn't want to die in a hospital, was sent home. Though his kidneys had nearly shut down, his will delayed the inevitable another six days.

When, nine months ago, Payton last spoke to the public, he asked for people to pray for him during a press conference at which he announced that he had primary sclerosing cholangitis, a rare and incurable liver disease that strikes only three of every 100,000 Americans. With his son, Jarrett, now a freshman running back at Miami, sitting next to him for moral support, Walter said he needed a transplant. When asked if he was scared, he said simply, "Hell, yeah, I'm scared. Wouldn't you be?"

Payton's announcement brought 30,000 cards and letters from well-wishers in the U.S. and 17 other countries. Nearly three dozen letters came from people offering their liver if it would keep Payton alive. Many letters were from children who had never seen him play and knew him only through his annual drive to provide toys to 35,000 of Chicago's neediest youngsters.

With a transplant, doctors said, Payton had a good chance to survive at least two years. He made only two public appearances after that press conference, throwing out the first pitch at the Cubs' home opener and filming a commercial encouraging organ donation. Then Payton did what he had done so well since he retired in 1987 as the NFL's alltime leading rusher: He avoided the limelight.

Between trips to the Mayo Clinic in Rochester, Minn., he spent most of his time at home, occasionally walking the streets of his suburban neighborhood for exercise or asking friends to drive him for ice cream. He also waited for a transplant. Then, in May, news came that he was close enough to the top of the donor list that he needed a full physical to determine if he was fit enough to receive a transplant. Shockingly the exam turned up a malignant tumor on his bile duct. Doctors will transplant organs into a cancer patient whose chances of recovery and survival are high. "He thought he was going home with a beeper to wait for the call and a new liver," says Ginny Quirk, Payton's longtime business manager. "Instead he got news that he had cancer. It devastated him. But he wanted to keep the fact that he had cancer quiet. He didn't want people to feel sorry for him."

Payton found himself in a medical Catch-22. Without the transplant he couldn't get strong enough to complete chemotherapy. But with cancer he couldn't get a transplant. A guy who could run through men half again his weight on a football field had found an opponent he couldn't beat. Though doctors offered little hope, Payton continued to believe that he was going to win. Even as his body began to fail him, his spirit remained indomitable. "They're going to write about me in medical journals," he promised two weeks ago.

While going through clippings on file at the Walter Payton Foundation, an organization he founded in 1988 to help needy children, I found an SI article from 1984. In that story Payton was asked why he lowered his shoulder and hit defenders instead of stepping out-of-bounds to reduce the wear and tear on his body. "The thing about defensive players is that they want to hit you as hard as they can," Payton was quoted as saying. "My coach at Jackson State, Bob Hill, always said, 'If you're going to die anyway, die hard, never die easy.' So that's what I try to do."

I read the passage to Payton last month and he smiled. "Pretty scary that I'd say that, huh?" he said. "It really is the way you should run, though."

"That's the real Walter," said Kimm Tucker, executive director of Payton's foundation. "That was the way he approached everything--business, football, his Christmas-gift drive for thousands of kids and even his last few months. He would never die easy."

"I have good days and bad days," Payton told me three weeks ago. "I've had a lot of days that start good but don't end that way. It makes it hard to plan anything, hard to keep the schedule I used to keep. I love people, and I think they can feel that. The love that people, the fans, have shown through letters and phone calls makes me cry when I think about it. Those letters keep me going. It's not often that you find out how many people you've touched. Through all this, God has given me the chance to find out. I wouldn't wish this situation on anyone, but I've found real peace and understand the impact athletes have on people. Those athletes who say they're not role models and that they don't care never want to have that discussion with me."

As we finished talking, Payton stood to give me a hug. He was a man's man, a tough guy who was so well-conditioned that he missed only one game in 13 NFL seasons, a legend who doled out as much punishment as he received. When I put my arms around him, my hands grabbed nothing but shoulder blades and ribs.

Before I walked out of Payton's living room, he made me make a promise: "Make sure my book is inspirational and leaves people with some kind of lesson," he said before breaking into a weak smile. "And make sure you spell all the words right."