Approximately 1500 members of the Ancient Arabic Order of the Nobles of the Mystic Shrine for North America will parade down Main Street in Burlington on Saturday. But don't be fooled - these men are neither Arabic nor mystic. They're Shriners, the jolly men in red fezzes who raise money for children's hospitals.

This year, the Northeast Shrine Association is holding its annual convention and Field Days right here in the Queen City. The event celebrates the 100-year anniversary of the Shrine's Rutland branch, the Cairo Temple. Organizers are expecting more than 3000 Shriners - and their "Ladies"- to converge downtown, bringing with them little cars, unicycles, fire trucks, clown costumes and camels. Members of the parade units may attend a dozen gatherings a year.

The Shriner spectacle is a common one, emblematic of American philanthropy and boosterism. Less familiar is the strange subculture associated with this "Ancient Arabic Order." It's a world run by men who call themselves Potentates, Chief Rabbans and Oriental Guides, where Nobles are noble and Ladies are, well, ladies. Here, in time for the Shriner invasion, is an inside look at what those guys in the funny hats are all about.

The most fundamental and often overlooked fact of Shrinerism is that its adherents are Freemasons, or Masons. In fact, the acronym of the Shrine's official title - Ancient Arabic Order of the Nobles of the Mystic Shrine for North America - is an anagram of "A MASON." The Order of Masons claims to be the world's oldest and largest fraternity. Members address each other as "Brother" and have the opportunity to become Wardens, Deacons and Most Worshipful Grand Masters.

Masons trace their imaginative rituals and traditions back to the practices of cathedral-building stonemasons in the Middle Ages, though the first Masonic Lodges were founded in 1717. Today there are nearly two million Masons worldwide. A man who wishes to become a Mason must profess a belief in a Higher Power - Christian, Jewish, Islamic, whichever. He must also promote patriotism and agree to strive for the virtues of brotherly love, philanthropy and truth. A woman who wants to become a Mason is out of luck - sisters can't join the "Brotherhood."

"It's a fraternal organization," says Ted Corsones, a Rutland lawyer and Shriner who serves as General Counsel for the Shrine of North America. He sounds taken aback by the idea that women might want to belong, claiming that in his 50 years of Shrinerhood he's never heard of a woman who wanted in. Besides, he says, "the Ladies are always with us. My wife goes with me to all the Shrine events." Shriner spouses looking to get more involved can join the women's auxiliary group, Daughters of the Nile.

Masonic men cement the bonds of their brotherhood through "degree work." They must memorize various moral lessons and Masonic lore, including the top-secret handshakes and phrases Masons use to identify one another. Once Masons have completed the first three degrees of Masonry, entitling them to the designation "Master Mason," they may choose to join other Masonic-related organizations like The High Twelve International, the Order of the Eastern Star and, of course, the Shrine.

Some of these organizations offer additional esoteric degrees. Members of the York Rite, for example, can earn honors such as the Cryptic Degrees and the Order of Knights Templar. The Shrine, on the other hand, offers a respite from rote moral enrichment. According to the Shriner history at http://www.ben-ali-shriners.org, the Shrine is often called "the playground of Masonry." Its founders were a group of Masons who enjoyed the camaraderie of the Masonic Order, but were looking for something more lighthearted and fun than what their wacky Grand Masters had to offer.

While on tour in France, one of the men, actor William Florence, attended a dinner party given by an Arabian diplomat. The dinner's Arabian theme captivated Florence, who sketched the fezzes and crescents and brought his drawings back to his Masonic compatriots. His notes became the basis for the Ancient Arabic Order of the Mystic Shrine.

The Middle Eastern theme permeates every aspect of the organization, from the insignia - a five-pointed star suspended from a crescent suspended from a scimitar - to the names members choose for their meeting places. Vermont's two Shrine Temples, for example, are Cairo in Rutland and Mt. Sinai in Montpelier. A Shrine Temple's board of directors is called "a divan." Its leader, or chairman, is the Potentate.

Corsones explains the weird titles are part of Shrinerdom's harmless pageantry. He laughs when I ask about the "High Priest and Prophet." He claims there are no cultish or nefarious duties associated with the position - that's just what they call the officer who's fourth in line to become Potentate. A past chairman of the Vermont Republican Party, Corsones is also a Past Potentate of the Cairo Temple. He says that despite their fancy appelations, Shriner officers do what any other officers would do. "They have meetings, set budgets, plan parades, clam bakes and cookouts," he says.

Corsones claims that the titles and the fezzes serve a purpose. "This pageantry is vital to an awakening for the general public," he says. It draws attention to the Shriners' extensive charity work - starting in 1922, the organization began building and funding childrens' hospitals that specialize in treating orthopedic disabilities, spinal cord injuries and burns. Although they don't pass the fez at parades, the Shriners raise approximately $250 million a year, through grants, corporate philanthropy, individual donations and the United Way.

"When people see these businessmen dressed up in their Oriental garb, brandishing their scimitars," Corsones says, "people understand that they're having fun, but they're also serious. They're raising millions of dollars."

The money they raise helps treat kids at 22 hospitals in the United States, Canada and Mexico. Most of the children come from the U.S., but the hospitals accept kids from all over the world. The only requirement for admission is a reasonable chance for success. Young victims of international disasters find their way to Shriner hospitals. The group is currently working with international relief organizations and U.S. Central Command to identify Iraqi children in need.

Regardless of their nationality, or their economic status, patients are never charged for the treatment they receive. As Corsones proudly points out, "It's the only hospital system in the world, outside of socialized medicine, that's absolutely free."

This boundless generosity has no doubt deflected criticism over the Shrine's exclusion of women - it's difficult to work up feminist indignation when the people who love Shriners most are the mothers of the kids they've helped.

Shriners' good deeds also seem to insulate them from charges that their goofy antics trivialize Arabic culture. Surely it must be offensive to someone that these mostly white, mostly Christian men meet at Temples with names like Bedouin and Mecca for "Arabic-themed" rituals. But apparently Arab-Americans haven't made much noise about it.

That could be because Arab-Americans are too busy being interrogated by the government - Americans just don't find Arabs as romantic and whimsical as they did in the 19th century. Ironically, the current American anti-Arab bias has tainted the über-patriotic Shriners, who defensively refer to their costumes as "Oriental" or "Near Eastern," but never "Middle Eastern." That's hardly surprising, considering how closely the name "Al Aska Temple" resembles "Al Aksa Martyr's Brigade."

Strangely, the most strident opposition to the Shriners comes from evangelical Christians. Dozens of religious Web sites, such as Demonbuster.com, denounce Masonry and Shrinerism as incompatible with Christianity. On his "crossbearer" Web site (www.members.tripod.com/crossbearerbrian/id26.htm), Born Again Christian Brian O'Connell proclaims, "The Masonic Lodge is a Satanic Cult! If you are a Mason or a Shriner, you must repent and get out! Only Jesus is a Worshipful Master!"

Anti-Shriner and anti-Masonic sentiments are nothing new - conspiracy theorists have linked the men to everything from space aliens to Jack the Ripper. Corsones dismisses these allegations. "I guess they have a right to come up with screwball stories," he says, "but it's just a crock. Our mission is to raise money to take care of kids."

Despite bizarre charges from the zealots on the right, the Shriners continue to prosper. Many prominent men have been members, including Ty Cobb, Clark Gable, several U.S. presidents and four past presidents of Mexico. Ted Corsones estimates there are half a million or so members today, with 2100 Shriners in Vermont.

Corsones says that the organization attracts a lot of good, respectable men, but it's not just camaraderie that ties him to the Shrine. He recalls one 16-year-old girl from Athens, Greece, who had severe scoliosis and could hardly walk. Her family contacted him when her doctors insisted she was too old for corrective surgery. Corsones notified the staff at the Shriner hospital in Springfield, Massachusetts, where the girl was eventually admitted for an operation. "She was up and walking the next day same as you and I," boasts the Past Potentate, who visited the girl in the hospital. "We have miracles every day here."