HOW HOW STUFF WORKS WORKS.

Curiousity killed the cat but breathes life into a start-up that capitalizes on Marshall Brain living up to his name.

Marshall Brain seems an unlikely poster boy. But there he is, thick neck and cheeky face, squinting from his company's press packet. He's standing hands on hips in front of a long row of hydraulic digging machines as if to say, "I am the man!" But the man seems out of place. There's not a speck of dirt on him. Heck, his name alone is enough to give him away. Shouldn't someone named Brain be in the library studying rather than posing in the mud?

He's pictured wearing his trademark sneakers, faded blue jeans and a nice, white T-shirt with "I Gotta Know ..." across the front. Marshall Brain, 39, has gotta know how stuff works. And he wants everyone else to know How Stuff Works.

How Stuff Works is an Internet magazine, an entire Web site, stuffed with articles about how stuff works (2,350 articles and counting). "There was a day I was eating a chocolate bar," Brain says, "and I thought, what am I eating here?" So he researched it, punched out an article and put it on his Web site. Go to www.howstuffworks.com and you'll find what makes a chocolate bar. The article begins, "Chocolate starts with a tree called the cacao tree...."

But do people really care how chocolate bars work? Or how TVs and toilets work, hurricanes and helium, airplanes and ATMs, bytes and bits and birdhouses and bread? Apparently they do.

Citing July traffic figures, PC Data Online ranked How Stuff Works as one of the top 500 Web sites in the country (No. 497), quite a jump from May when it broke into the top 1,000 (No. 992). The number of site visitors had doubled. In any given month, 1.5 million people visit its home page. On the Web, the million mark is a huge benchmark. The company is less than a year old.

What visitors get is practical information, Brain says. "It's things we all use but don't know about. It's just really interesting stuff." And valuable stuff, too, believe investors who have plunked $5.4 million into Brain's machine. Of that, Durham-based Southeast Interactive Technology Funds has chipped in $3.5 million. Bill Glynn, a director of the venture-capital firm, sees big potential. "If you have an instruction manual to build a cabinet and can't put it together, you return it. It's a huge problem with retailers. People have nowhere to turn except the instruction manual."

There's even an article on how How Stuff Works works. It works with 40 people in 10,000 square feet of space in Cary. It's a new office. The company lasted just five months in the business incubator on N.C. State University's Centennial Campus. Ted Morris' office was down the hall, and he remembers seeing more and more people squeeze into more and more rooms. "I mean, they were borrowing and started leasing from other tenants." That was a good sign for Morris, because his own firm, Centennial Venture Partners, was one of the early investors in How Stuff Works.

There's no doubt that Brain is both the head and the face of the operation. The press packet proves that. There he is again on the Web site posing in the same T-shirt, which How Stuff Works would be happy to sell you. Click a little deeper, and you'll find childhood photos of him. Even his name is part of the company: It's officially called Marshall Brain's How Stuff Works. "We want the site to have a personality," says Steve Christian, vice president of business development. "It's not just anonymous data out there, it's really and truly a person who's telling us that. When you put a person like Marshall out there who is really the true McCoy and you're hanging that personality out, you have someone you can relate to."

His name doesn't hurt either. It's a conversation piece. The most common question fielded by folks at How Stuff Works is, "Is Marshall Brain a real person?" When people meet him, one of the first questions they ask is, "Is Marshall Brain your real name?"

Yes and yes. Brain was born in Santa Monica, Calif., and has always been fascinated by how stuff works. In high school, he built digital clocks for the fun of it and kept one in his bedroom. You could see all the pieces inside that made it work. It had a series of lights running in an arc across the bottom that blinked, and as they blinked -- one after another, every second -- it gave the appearance of a pendulum.

"I was so upset because it disappeared one day," recalls his sister, Shari Brain, who's three years younger and works in computer graphics in Atlanta. "He told me it had blown up." When he surprised her with a birthday present, there it was, wrapped in paper. More than 20 years later, she still has the clock. "It's still sitting on my shelf working. He's a pretty cool brother.

"It was a true challenge following him in high school. He was truly the brain. Marshall is a very intelligent man, and he was very intelligent growing up. He was always tinkering with things. That's just how he spent his time."

"I just liked electronics," he says. "I was the guy who would sit in the library reading Popular Science."

His dad was the same way. David Brain was an electrical engineer with McDonnell Douglas Corp., designing computer systems for the Apollo space program. "He was always building funny things from scratch," Shari says. Their dad built an electric bubble blower that was a huge hit with the neighborhood. "He was a very happy and loving person," she says.

David Brain shifted careers when NASA scaled back the space program. He worked on rapid-transportation systems, and the family eventually moved to Atlanta. In 1976, while he was driving through the Georgia mountains, his car went off a road. He died before Marshall, then 15, could get to the hospital.

It's a subject he does not like to talk about, one where his curiosity abruptly ends. It wasn't until 10 years later that he discovered what really happened. As he explains it, doctors at the hospital botched a tracheotomy, and his dad suffocated. He still does not know all the details.

"I'd just rather not dwell on the bad," he says simply. "Perhaps there are things best not to know." But clearly, his father's death affected him, and those feelings are hinted at in his How Stuff Works executive profile:

Most moving book: Death of a Salesman by Arthur Miller, which was assigned in high school shortly after my father died.

Favorite inspirational quote: "When I was a boy of fourteen, my father was so ignorant I could hardly stand to have the old man around. But when I got to be twenty-one, I was astonished at how much the old man had learned in seven years." By Mark Twain.

Brain's 3-year-old son, David, is named after his father. He also has an 10-month-old daughter, Irena.

He followed in his father's footsteps, earning a degree in electrical engineering from Rensselaer Polytechnic Institute. He would often drive from school in Troy, N.Y., to see his mom in Atlanta, stopping in Raleigh along the way. "And I just liked Raleigh. You had high-tech and universities and farmland within driving distance. And I just liked the city of Raleigh, so that's how I ended up here."

Brain decided to go to N.C. State to get his master's in computer science and, starting in 1986, taught there six years, even winning the Outstanding Teacher Award. "I loved teaching, I absolutely loved teaching." He certainly made an impression on Alan Tharp, head of the Computer Science Department. He remembers the newsletter Brain started called Emphasis on Teaching, which was sent to all faculty members. "It was like a how-to." How to write an effective test. How to explain assignments. Things to do on the first day of class. "He thought teaching wasn't getting the recognition and respect that was appropriate." The newsletter helped encourage teachers, and it lives on today even though Brain's name is no longer on the masthead.

"He is probably one of the most curious people that I've ever met," Tharp says. "He has a little book that he carries around, and he puts ideas in it. He's a deep thinker. Any conversation, he kinds of pauses and scratches his head and thinks, 'Hmm, how would I do that better?'"

In 1992, Brain published a book on software development, which became a popular training manual. Soon doing "tons of training," he left State and, with a partner, started Raleigh-based Interface Technologies Inc., which offers training in writing software. In his spare time, he wrote eight more books on software development. "I have to write every day," he says. "That's just part of my physiology. That's how my brain is wired."

His 10th book was a different kind of manual: The Teenager's Guide to the Real World. He and his wife, Leigh, published it themselves in 1997 and, to promote it, built a Web site. It teaches kids what they're not taught in high school, he says. There are chapters on understanding money, the job market, love and marriage and sexuality. Now in its fourth printing, the book was picked by the New York Public Library last year as one of the 50 best for teens and is one of the top 10,000 best sellers among the 3 million titles Amazon.com carries. "With that done," Brain says, "I was looking for something else that I could do for teenagers. I thought back to when I was 16, and I realized that one thing that really appealed to me was learning how things worked."

He already had the Teenager's Guide Web site. "I thought it would be more fun to do an electronic book than a paper one." So he sat down at his kitchen table and tapped out his first article, How Car Engines Work. He wrote others at night or on weekends. "It truly was a labor of love. I put the articles I wrote onto the Web for free, and there was no advertising or any other source of revenue."

By the spring of 1998, he had written 50 articles ranging from nuclear power to Rudolph the Red-Nosed Reindeer. "Where in the world did he come from? I just found this stuff fascinating, so I would write about it."

He created an electronic newsletter. By June, 700 people had signed up for it. Six months later, his site was recording 94,000 visitors a month, and they were visiting the home page 171,000 times. It all started by "straight word of mouth," Brain says. "It became more and more popular."

Soon the awards started rolling in, beginning in January 1999, when How Stuff Works won the Coolest Site of the Year award for 1998 from CoolSiteOfTheDay.com. "I started to get the impression that I might be onto something a little bigger than I suspected. This was a people's choice sort of award, and How Stuff Works beat out sites like Amazon, Motley Fool, iVillage, etc., for top honors. What was amazing is that many of these companies were spending millions of dollars on their sites, and I was one guy working an hour a day on mine. It was remarkable.

"By June 1999, I was getting so much email that I really had to make a decision about the site. Either I needed to do it full time and start a business to handle it or kind of let it die, because there was lots of stuff happening." So he left Interface to work full time on his hobby. He spent the next six. months building a company, registering it as a corporation and trying to persuade venture-capital firms to invest in it. But he did get some help, and it came all the way from Brazil.

That's where Marco Fregenal, 36, was born. Growing up there and in the United States, he wound up working for a company that sold pagers and pager service. After running its New York office, he returned home and co-founded Pagenet do Brazil in 1996. Within two and a half years, it was a $30-million, 800-employee operation, the third-largest paging company in Latin America. Burned out, he stepped down as COO and returned to the States in search of other opportunities. A headhunter put him together with Brain. "We really clicked," Fregenal says. He became How Stuff Works' president and chief operating officer, Brain its chairman and CEO.

"Marshall and I are totally opposite of each other," Fregenal says. "My love is for hiring people and sales. His is for content." Fregenal is gearing up now for another round of venture capital -- $15 million to $20 million to "continue to build our brand."

The brand officially began Jan. 3, 2000, when How Stuff Works.com Inc. opened its doors in Raleigh. Even for Brain, it's hard to believe how far the company has come and how fast it has grown. A year ago, it was one guy. Six months ago, it was two guys. Now, it's 40 people.

But it has yet to turn a profit and, according to Fregenal, won't until 2002. "A business like this," he says, "can break even pretty quickly. But breaking even, you lose speed." The company makes money selling advertising space on the site. So far, about 75 advertisers have paid to display their banners. Company executives expect more than $600,000 in 2000 revenues. The biggest part will come from advertising, about 40%. Another 35% is expected from licensing and about 25% from merchandise.

How Stuff Works also licenses its content. Christian, the vice president of business development, says the company gets about five requests a day from newspapers, magazines, book publishers and Web sites wanting to use its content. They might pay a few hundred dollars or a few thousand.

There's also the How Stuff Works online store featuring 50 items, including mouse pads, pens, hats and T-shirts with the company logo. There are educational toys and science kits for sale. How Stuff Works also links shoppers to other online stores such as Gadget Universe, which sells souped-up videocassette recorders, $1,400 DVD players and other pricey gizmos. If the link ends in a sale, How Stuff Works gets as much as 15% of it.

iEntertainment Network Inc., a Morrisville-based online-gaming network, has created the How Stuff Works Trivia Game. Say you get stumped on a question -- don't know how many cylinders a V-8 engine has, for example -- then you can click to the How Stuff Works site to find out. (Though if guessing "eight" doesn't occur to you, you might find the game demoralizing.) iEntertainment gets new content. How Stuff Works gets new visitors.

Based on survey questions, the most-frequent visitors to How Stuff Works are in the 11-to-15 and 31-to-35 age groups, but the distribution is pretty even across the board up to age 50. Roughly 65% are male, 35% female, and 68% of the total describe themselves as curious. "We have over 1 million visitors a month reading 9 1/2 million pages of information," Christian notes. Marshall Brain seems equally flabbergasted. The numbers are "mind-boggling, actually, when you consider how it got started."

There are other Web sites that offer similar information. "Encyclopedia Brittanica has a very rich site," Brain says. "But we're very focused. Encyclopedia Brittanica is much wider and not as deep." How Stuff Works sticks to technology. Plus, "we have video and sound and rich animation."

How Stuff Works' eight writers, among them a mechanical engineer and a Ph.D. in physics, average one or two articles a week. Brain himself has contributed hundreds. But then, writing and reading is part of who he is. "Last night, I was reading a physics textbook from 1940 that somebody gave to me."

Sitting in his office, Brain fiddles with a gadget that looks like an egg beater, the kind you crank by hand. As he fiddles, he talks -- about advertising income and his seven-person sales force based in Los Angeles.

The "egg beater" is metal and shiny with a purple handle, and Brain can't stop cranking it. He rattles on about e-commerce, selling hats and T-shirts and other revenue sources. Then there's the TV show, and suddenly the egg beater stops. Brain looks up. "We will definitely do a TV show. By next year, there will certainly be something in creation." Brain won't say much more, only that he's halfway through the contract phase with a major network. It would be a half-hour with him as host. "A lot of this stuff we're talking about is very visual," he says and goes back to grinding invisible eggs.

Actually, it's not an egg beater but a device used in rock climbing. You wedge it into a crack, hook on, and it keeps you from falling. "I just love the mechanism," he says. "I have to have something in my hand. I just have it to play with."

Not exactly the cool, composed, blow-dried TV star of the future. But you could be catching him on the tube soon. How Stuff Works is beginning to tape one- to two-minute segments. Brain will feature an item and explain how it works. He's lined up the nation's largest buyer of syndicated programming to get the segments on the air. Baltimore-based Sinclair Broadcasting Inc. owns 58 television stations. It's investing $500,000 in the company and paying another $500,000 for advertising space and a series of Brain's segments to use on its stations' newscasts and Web sites. Brain gets something, too -- experience. "We're using the one-minute shows to learn the craft."

Radio is not far behind. The plan is to syndicate half-hour shows in which Brain answers questions that come in to the How Stuff Works site. He's not worried about filling air time. "We get hundreds of questions every day." And he's not worried about fumbling his way through the broadcasts. It's very similar to teaching, he says. "You come in and bring energy and knowledge, and you transmit that." Brain recorded his first show Aug. 9, and the company is trying to find a syndicator.

A book deal is in the works for a series featuring How Stuff Works content. Brain has been talking to publishers. A contract should be signed by year's end.

Then there's the kids' magazine, which How Stuff Works will send to teachers around the country. Fregenal says the magazine will be free to schools but profitable for the company, which will sell ad space. The monthly magazine is geared toward kids in grades 4 through 8 and should debut by year's end. "We look at this as continuing to build our brand," Fregenal says. "We have a company of doers. We do things quickly. We think about it and implement."

With success, Brain's down-to-earth attitude hasn't changed, but his down-to-earth dress code occasionally gives way to a suit. He recently introduced Al Gore when the vice president came to Raleigh touting a plan to put almost every federal-government service online by 2003. Brain's introduction lasted five minutes. He had even less time to talk to Gore.

But the vice president -- who has been lampooned for the apocryphal comment that he invented the Internet -- did say he had visited the How Stuff Works site.

Maybe next time, he'll buy something.

Scott Mason is a Raleigh-based free-lance writer.