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It was not an easy decision for me. It meant joining the establishment, going legit. I was the rough rider who dons the badge to clean up the town, for what is an independent producer if not a kind of cowboy, out on his own? In the end, though, it seemed like an opportunity I could not pass up. By this time, I had made every kind of movie and every kind of hit. I was ready for something new. The problem was not my decision. It was my boss: Kirk Kerkorian. Simply put, we had the same dream: total control. As I hired staff and began planning projects, I realized he had given me the title but not the job. A title without a job is the worst of all worlds: it means taking all the blame while getting none of the credit and having none of the fun. I began to plan my exit soon after I arrived.

Due to my contract, I left United Artists with a tremendous severance. I had invested thirty million dollars, but I left with a lot more. This became the story, as it made me look like a genius. Jerry Weintraub worked at United Artists for less than three months and walked off with tens of millions. It was portrayed as a master move, as if I had taken the job with the sole intention of getting out with all I could carry. As usual, the reporters missed the real story, which was my terrible sense of failure and lost opportunity. I was heartbroken. It was not money that I wanted-I had lots of money-it was the chance to run a studio. And, in fact, the little taste I did have made me crave the challenge even more. It became an obsession.

In 1985, I formed my own film company, the Weintraub Entertainment Group. I first went about raising money, because what is a trip to Vegas without a bankroll? In other words, you need to spend money to make money, and I wanted to start with the biggest roll in town. The dream of building your own movie studio is an old dream. The path is piled with corpses. One reason is financing. If you don't have enough money to start with, you do not have enough money to fail. Two or three clunkers will put you out of business. I wanted to be able to weather a long dry spell-only then, I figured, would I have time to reach critical mass, the point at which a business becomes self-sustaining. I raised some money and put in some more of my own.

I rented offices in West Hollywood. The rooms had floor-to-ceiling windows through which you could see hills and cars moving in the canyons. There was art on the walls, shag on the floors, Perrier in the refrigerators, no expense spared. People judge on first sight, so make those surfaces shine. If you want to be seen as a major, look like a major. As a great man said, perception is reality. As another great man said, You grow into the suit. As a philosophy this means operating on confidence, in the belief that something will happen, that the trick will work, that the backup will arrive with the heavy guns. It's how America has operated from the beginning.

I hired a staff, recruiting talent from studios and agencies all over town. What these people had in common was a belief that we could accomplish what had not been accomplished in a generation-the creation of a new factory. These were, for the most part, established executives, men and women with families and careers behind them, meaning they were experienced and knowledgeable, and also meaning they were expensive. I suddenly found myself mired in a sea of health plans and pension benefits. In this way, we accrued a great mountain of debt before the first writer was contracted or the first scene was filmed. If I had known what to look for, I would have seen it in the early balance sheets-money going out (left pocket) versus money coming in (right pocket)-a terrible premonition

The company existed for less than four years. In this time, we made a handful of movies-these were distributed by Columbia Pictures-including Fresh Horses, The Big Blue, and My Stepmother Is an Alien. I promoted these films every way I knew how-George Bush, then president, was at the premiere of My Stepmother Is an Alien, generating a shower of publicity. But the trouble was evident early on. What makes a major a major is its ability to float a sea of debt. This is needed less to make movies than to weather flops. You need enough not merely to survive one dud, but to survive a season of duds, a worst-case scenario not at all infrequent in the business. In the case of a small studio, even one that has been well financed, the margin of error shrinks. With each flop, debt accrues and pressure grows. Each new movie is more important than the last. As the stakes increase, so does the fear, until the mood in the office and on the sets becomes intolerable, exactly the wrong atmosphere in which to make a movie. There was bickering and second-guessing; some people quit, others were fired. Part of it had to do with bad luck-a movie opened at the wrong time, it rained that weekend, and so forth-part of it had to do with bad planning. If I had known two years would go by without a hit, I might have made fewer films-but most of the problems resulted from a basic flaw: The movies were not very good.

This, in turn, resulted from a still more fundamental error, a flaw in the very conception of the business: I loved making movies, which resulted in hits, which increased my love, which sparked a desire for control, which caused me to start my own studio, which-and here is the paradox-took me out of the movie business and put me into the company running business, occupied not with writers and artists, but with health-care plans, office rivalries, and infighting. I had, in a sense, promoted myself right out of the job I always wanted, which was telling stories, producing. I lost touch with the films, which were now being made for me instead of by me and thus were no longer Jerry Weintraub Productions.

Of course, if the movies had been good, if they had drawn audiences, if they'd had kids doing the crane kick in the parking lot, everything else would have taken care of itself. But the movies were not good. I realized this little by little, then in a great rush. Success had caused me to cease doing what made me successful. More important, it had caused me to stop doing what I loved. I recall this period reluctantly. People say you learn more from failure than success; it's true. From this period, which runs like a ridgeline between my middle years and my true adulthood, I learned the great lesson of business: If you find something you love, keep doing it.

A business fails like a levee or a body fails. Everything is okay until it's not. There is a break, a wall caves in, the flood rushes through. For us, this meant debts we could not repay, movies we could not finish, bonds we could not redeem. I take full responsibility for this. It was all my fault. Did I feel sorry for myself? You bet. I was drowning in self-pity. It felt like I was watching this beautiful edifice I had constructed over the course of a career wash away at the first high tide. The banks were involved, the creditors were involved, the government was involved. When it was over, the company was gone. I was fifty years old. I had lost $30 million.

When the pressure was too great, I got on a plane and went to Florida. I wanted to be out on the water, the horizon ringed by water, the sun on the water and a line taut with a big fish. My mind was reeling. I did not know what to do, or where I would go next.

Luckily for me, I had a father, and he was a piece of steel. I went to see him. I was in tears, a grown man crying real tears. I said, "Oh, Pop, you got to help me. Look what happened. Look how hard I have fallen. Look how much I lost. I have troubles, real troubles. I've made such a failure, Pop, such a terrible failure."

Here's what he said: "You've got troubles, kid? Real troubles? Well, I tell you what. Put your troubles in a sack. Bring them to the end of the road, where you will find a lady in a store filled with sacks. She will take your sack of troubles and, in return, let you leave with any sack you want."

In the end, I was saved by my friends, all the people I had known and worked with over the years. Barry Diller, Michael Eisner, Steve Ross, Bob Daly, who was the co-CEO of Warner Bros., Terry Semel, Sid Sheinberg, who was the chief operating officer of MCA, Lew Wasserman, the people who ran the studios, they all backed me up and supported me. It was not just that they offered me jobs and opportunities, which they did, but that they showed confidence in me, and were certain I would make it all the way back. I especially remember a conversation I had with Steve Ross, who was the CEO of Warner Communications. "What are you worrying about?" he said. "You are a talented guy. That talent did not go away. The company went away? So what! Companies always go away. They're a dime a dozen. It's talent that counts!"