I was skeptical at first about WebTV, the new system that lets couch potatoes surf the Internet. But after visiting the company's headquarters and playing with the system, I'm actually a believer: WebTV will change the Web as we know it, perhaps finally making it the democratizing force some say it should be.

This system - the proverbial set-top box so many industry pundits said was dead - takes the most complicated HTML page and displays it with text and graphics on a normal television that's astonishingly easy to read. This box has a remote control that lets you cruise the Web with little more than four arrow keys and your thumb. It's the first real step toward making the Web truly accessible - technologically, at least - to a whole new and massive world of users.

WebTV is designed for people who have little or no computer experience. Deciding to play the part, I walked into WebTV Network's corporate headquarters a few weeks ago and asked the receptionist: "So, what's this WebTV thing all about, anyway?"

Still in character, I asked to speak to Phil Goldman, the company's vice president of engineering. I told her I worked for HotWired, but when I couldn't produce a business card, the receptionist called me a liar and sent me away.

I guess I was playing my part too well. After all, Joe Average isn't supposed to cruise down and pick up his WebTV from the company's headquarters. He's supposed to go to Circuit City or someplace like that and buy it off the shelf like a VCR. Once you get it home, all you do is plug it into your phone line and your television set, and start cruising.

To find out what's inside the WebTV box, click "Geek This."

Although the base unit allows you to choose characters with a drop-down, onscreen keyboard using the arrows on your remote control, most WebTV users will probably want to buy the system's wireless keyboard. It's vaguely reminiscent of the IBM PC Jr. - too small for extensive use, since it's an ergonomic disaster.

WebTV has wisely decided against building its own factory and distribution network. Instead, the company has licensed the blueprints to Phillips and Sony. You can buy the boxes in stores today for about US$350, with an extra $70 for the wireless keyboard. The service costs $20 per month for unlimited access.

When you first turn it on, WebTV wakes up and makes a quick phone call to the company's 800 number. A special computer figures out where you live using automatic number identification, compiles a list of some nearby Internet service providers with which WebTV has partnered, and sends them down the phone lines. Your box then hangs up from the expensive 800 number and places a local call to one of those ISPs.

You, the WebTV customer, never realize that you're calling a local ISP and not WebTV's corporate headquarters. That's because WebTV doesn't use the ISP's mail server or Web servers - they just use the ISP's dialups. If one ISP is down or busy, your WebTV unit will happily call somebody else on the list. That gives WebTV powerful redundancy. The ISP gets reimbursed for the use of its modems directly by WebTV.

The magic doesn't stop there. When you surf the Web with WebTV, you're actually surfing through WebTV's smart proxy server. Click on a link, and your WebTV box sends a message to WebTV central, which downloads the page and analyzes it, reformatting the HTML for optimal display on your TV. WebTV also decompresses all the images and recompresses them, generally doing a better job than the pages' original authors.

This analysis is what makes WebTV so bloody fast. Forget about waiting for those 200-Kbyte JPEG files to download: WebTV squeezes them down to a few Kbytes by removing all that high-frequency information that TV sets can't display anyway. Images that are too big to display on a TV screen are shrunk. This compression can squeeze an additional 75 percent out of most images on the Internet today, says Goldman.

WebTV provides email, too. But instead of having a separate email application, the system does the whole thing through the Web browser. Besides keeping the hardware and client-side storage requirements low, it also makes the email program lots easier to use. Ever try teaching a novice how to use Netscape Mail? With WebTV, you won't have to. And don't worry about making backups either: All of the user's mail, preferences, hotlist, history, and more stay on WebTV's servers in California.

A friend sent me email with a laundry list of what WebTV can't do: frames, RealAudio, Java, ActiveX, and more. But Goldman has a good answer for each of these. Frames will either be rewritten as HTML tables or launched as multiple windows. RealAudio will be available within a few months. A Java backend is on the way.

One feature WebTV does have that your PC doesn't is a self-aware OS - it realizes when it needs to be updated and automatically downloads the new systems, so these new features should just show up as soon as they're available. What about ActiveX? Well, there's no real answer to that, but Goldman says that Microsoft is a minority investor in WebTV, so they'll figure out something. My feeling is that the inability to run ActiveX is a feature, not a problem.

WebTV also has a smart-card slot, which will make WebTV the ideal platform for transactions over the Internet - perhaps eclipsing the legendary cable-TV phenom, the Home Shopping Network. Imagine: In a year or so, you'll have a chip in your Visa card that WebTV will be able to read. You'll also be able to ask your WebTV box to store your WebTV account information in a card, so you could use those WebTV boxes that are likely to be showing up in hotel rooms around the country. Just slide in your card and there's your email.

But probably the best thing about WebTV is the system's good display and ease of use. WebTV could open up the Web, Usenet, and Internet mailing lists to a whole new world of nontechnical users.