CLORA CARLTON Faircloth thought of herself as the best cook around. Not the second best,

the best!

As a result, when Holmesburg Prison officials made her the "second cook" at the former penal institution, she quit.

"She was second to none, especially when it came to cooking," said her daughter, Marian McCrimmon.

This was the philosophy that carried Clora through a life of accomplishment, as an entrepreneur with restaurants and other businesses on her resume, a church leader and, most of all, a family matriarch.

And she didn't let much get in her way. Doctors told her when she was young that because of throat problems, she would never be able to talk or sing.

Tell that to the elders at New Mount Zion Baptist Church, where Clora sang the gospels on the senior choir with holy exuberance.

Clora Carlton Faircloth died Dec. 12. She was 96 and lived in South Philadelphia.

She was born in Magnolia, N.C., the seventh of the 11 children of Owen Cicero Carlton and the former Betty Victoria Herring. She attended Duplin County High School, where she obtained a teaching certificate. For a time, she taught younger kids the three R's.

Clora and her husband, Ennis Faircloth, came to Philadelphia in 1952.

"What a wide-open door of opportunity for her!" said her daughter. "Mom could cook very well and so, combining that with business ethics and her faith, she opened her first restaurant in North Philadelphia in 1952."

She later moved to South Philadelphia and opened a restaurant on South Street. After that came a cleaner/laundry business.

"During the time she was trying to find her perfect business, she was caring for young and old," her daughter said.

Clora attended a culinary school and earned a certificate as a master cook.

In 1977, she opened a day-care center specializing in infant care. The business was so successful, she opened a second center.

"The waiting list was a who's who, and she worked 24 hours, six days a week, employing friends, family and the community," said her daughter.

Despite the long hours, Clora found time to travel.

"Mom-Mom never let grass grow under her feet," said her great-granddaughter, Nathia Tucker. "Canada was her favorite place. Every year she would go to Canada for a week, North Carolina for a month - so she could visit all of her family and friends - and the Jersey Shore to end the summer.

"She didn't like the spotlight," Nathia said. "But if she had to take over, she would. Her style of clothing was always elegant and classy. Mom-Mom loved her stiletto heels well into her 90s."

Clora was an active member of New Mount Zion Baptist Church, where she was president of the Pastor's Aide, a member of the missionary board and president of the mother's board.

Although she could cook anything, her specialty was sweet-potato pie, which she made by the hundreds.

"Mom-Mom's pies had a special ingredient that included something that only she could add, which was her love," her granddaughters said.

"Had she not cared for the well-being of others and just worked selfishly for herself, she would have been on the cover of Fortune magazine," her family said. "However, the pages of her story were not designed that way."

Besides her daughter, she is survived by 10 grandchildren and 35 great-grandchildren. She was predeceased by her husband and another daughter, Joyce L. Clark.

Services: 10 a.m. tomorrow at Ezekiel Baptist Church, 5701 Grays Ave. Friends may call at 8 a.m. Burial will be in White Chapel Memorial Park, Feasterville.