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In some of his last coherent moments, Aaron Bacon spoke of his parents and girlfriend as he lay in the shade of a juniper tree and swallowed the cooked oats provided to him by concerned North Star students.

That according to Mike Hill, a former North Star worker and the fourth witness called in a preliminary hearing involving charges of abuse and neglect filed against the Escalante-based wilderness program. North Star Expeditions Inc. billed itself as "The Way Home" to potential clients - mostly parents of troubled teens searching for assistance.But the company's three-word motto, "Adapt, Improvise, Overcome," didn't work for Aaron Bacon. The 16-year-old Phoenix youth died nearly a month into the March 1994 program course. He suffered from peritonitis and a perforated ulcer, eventually collapsing during a short hike to pick up the backpack he'd previously dropped along the trail.

For their actions in regard to Bacon, North Star operators Lance Jagger and Bill Henry, along with six North Star employees, face felony charges in 6th District Court. Wednesday marked the third day of a preliminary hearing expected to last a week.

That return hike March 30, 1994, apparently marked the beginning of the end for the young boy described as bright and intelligent by his mother, Sally Bacon, who also testified Tuesday. She agreed Aaron could be "manipulative" and "sneaky," but said the traits were testimony to a great intellect and willingness to test authority.

Sally Bacon also described for the court the activities that led up to the Arizona couple placing their son in the care of North Star.

Aaron Bacon had violated his parents' trust, admitting to daily marijuana use and occasional experimentation with LSD, she said. He tested their authority, disregarding promises of good grades and no drug use that were conditions for his desired switch to a public school from the private campus he attended.

"I was trying to nip this in the bud," Sally Bacon told the court. "When I saw Aaron on this downhill spiral, I immediately took action. . . . It was probably the first step I was taking . . . putting him out there with God and nature."

But Aaron didn't fare well in the program. He was slow and ill-equipped to physically handle course requirements, other students said.

His unhealthy condition became obvious after he dropped his pack, including important survival gear, in protest of his weakness and sore legs. Later, as he walked back to retrieve the pack with other students, he again became dazed and couldn't walk, according to testimony. The group carried him back to the camp site, where Hill later spotted him sitting on a hole in the ground the group used as a latrine.

Bacon's sunken cheeks and hollow eyes startled Hill. "That pretty much freaked me out," he said.

When Bacon stumbled and fell face-down, another camp counselor reportedly mocked him, miming the way he fell, Hill said.

"(North Star staffer Craig Fisher) walked and fell just like Aaron did," he said.

When it became obvious that Bacon was too weak to walk, he was carried by his wrists and legs to another camp for temporary recuperation. There, he lay under a tree and was made to eat oats and drink water, as well as a sweet mixture of brown sugar and powdered milk, and more water mixed with baking soda, Hill recalled.

Bacon had perhaps 11 bites before he said he was full and couldn't eat more, Hill testified. The program worker recalled wiping Bacon's forehead with water to rouse him from a drowsy stupor.

Periodically, Bacon would experience bouts of energy. He woke up occasionally and spoke of his parents and girlfriend, Hill said. Still believing that Bacon was perhaps consciously starving himself in protest of being sent to North Star, Hill said he suggested Bacon pull up his shirt, allowing a photograph of his emaciated body. Bacon concurred. Those two photos of the boy were placed into evidence in 6th District Court this week, drawing sobs from Aaron's mother.

Hill said he didn't get instruction about plans for Bacon until he heard a radio transmission "to get the faker ready to be transported to A-Team," he recalled. A-Team, one of the least strenuous of the wilderness camp levels, is considered an acclimation period for new students.

Hill picked Bacon up and helped him to a waiting pickup truck, using the traditional "fireman's hold" method of carrying a heavy load. Bacon fell to the ground, limp, Hill said. When he pushed for the boy to get up, Bacon unexpectedly "popped up" and was seat-belted into the rear of the extended-cab truck.

Upon hearing a repetitive knocking sound, Hill glanced toward the truck and saw Bacon pounding his head against the window. Some 20 minutes later, another camp worker checked Bacon and reported he was OK. But moments afterward, when Hill looked in on him, Bacon was staring into space, his head leaned back. Hill said he couldn't find a pulse and he and a North Star staff member started CPR.

Eventually, EMT-certified staff member Georgette Costigan arrived on the scene and took over medical activities. "She kept saying, `Oh s---, oh s---,' " Hill recalled. An ambulance and other emergency workers and a Garfield County deputy later arrived.

Prosecutors questioned Hill's memory when he described how Costigan, also facing charges, asked to look at student journal entries describing the circumstances surrounding Bacon's death and then commented that they appeared incriminating. Prosecutors asked if Hill didn't remember more, indicating that he had mentioned to them and an investigator that Costigan suggested they "redo" the journal entries.

Hill said he couldn't recall any such comment. Despite protests from defense attorneys that the document was hearsay, Judge Kay McIff allowed Bacon's journal to be placed into evidence.

"There aren't many kinds of evidence that are perfect," the judge said. "The only evidence we'll ever get from Aaron is this little bit we can pick up from his journal."