(FORTUNE Magazine) – Even when he is down, out, tired, miserable, wounded, worried, and wiped out--all words that spill from Ted Turner when he's asked how he's doing these days--he is, as ever, in motion. "I went 90 miles an hour through my career," he says as he dashes around his brand-new office in Atlanta. "I built a multibillion-dollar company, and I won the America's Cup. I was the greatest sailor in the world. I ran through three wives and numerous girlfriends, and I wore them all out! I smoked through life!" In case anyone questions it, the Mouth of the South adds, "I'm still going fast!"

This is Ted spinning in the Turnerverse--that's what he calls his private world outside his public role at AOL Time Warner (parent of FORTUNE's publisher). The Turnerverse is expanding: Turner has just cashed out more than half of his holdings in America's largest media company for $790 million and is quitting--"in disgust," he says--his job as vice chairman. Within days of announcing his departure he had packed up his 91 framed magazine covers of himself, his 400 sailing trophies, his World Series ring, his 34 honorary degrees, and his multitudinous media accolades and shipped all this stuff from Atlanta's CNN Center, where he had kept his office for 16 years, to a building two blocks away at 133 Luckie Street. The new address is a good omen, he figures.

Signs of success give comfort to the displaced titan. "Look!" Turner shouts, pulling back the curtain in his new office to show off his perfect view of the giant red CNN logo that identifies his former headquarters. Grabbing a spear that leans against one wall, he pretend-hurls it across the room: "This is Jackie Joyner-Kersee's javelin from the Goodwill Games," he says, referring to the scheme he hatched in 1985 to end the Cold War. On his desk a wooden sign reads EITHER LEAD, FOLLOW, OR GET OUT OF THE WAY--Turner's lifelong credo, which he has been thinking about a lot lately. Finally parking himself beside the Oscar for Gone With the Wind he acquired when he bought the MGM film library in 1986, he asks, "So, what's this story about?" Ted's New Life, I reply. He emits his habitual "Awwww!" and then says, "Right now I'm kind of like Rhett Butler walking out the door on his way to Charleston to look for a more noble life."

"Or," he adds, "it's about sex!"

This is the grandiose and profane Ted Turner we have come to expect in the nearly 30 years since he first burst onto the public stage, a brash young man with a big mouth and crazy ideas. He still has both of those, but he's now troubled by a new sensation: a feeling that he's lost control.

He gets that feeling when he's thinking, which he often is, about his fortune. Or what's left of it. As AOL Time Warner stock tumbled 81% from its high in 2000 to $13, Turner's holdings declined from $10.7 billion to $1.4 billion, in shares he owns directly or controls. That's a drop of over $9 billion. But Turner sold--and mainly gave away--large amounts of stock in the interim, bringing his actual losses down to about $8.5 billion. Long before he stunned Wall Street and the media world by selling 60 million shares in May, he'd been kicking himself for not diversifying. He acquired his shares in 1996 when he sold Turner Broadcasting--CNN, TNT, the TBS Superstation, Turner Classic Movies, the Cartoon Network, New Line Cinema, and several sports teams, including the Atlanta Braves--to Time Warner. In 2000 Time Warner agreed to combine with AOL in the biggest corporate merger ever. Turner rode the stock down as the company's troubles, including onerous debt and accounting problems, piled up. "I'm the stupidest person in the world not to have sold earlier," Turner says. He has only one other significant investment: land, of which he owns more than anyone else in America.

With his 1.9 million acres, his 45 million remaining shares in AOL, and his new hoard of cash, Turner's net worth exceeds $2 billion. But this figure belies his poverty, he says. Remember when he pledged $1 billion to the United Nations? That was in 1997--when the world was, as he marveled at the time, "awash in money" and when his Time Warner holdings had appreciated by that amount in just nine months. He still owes more than $600 million to his UN Foundation. So he is, by his count, down to his last billion.

In losing his fortune, he has also lost a sustaining dream. Turner believed that his money made him a kind of one-man world-rescue operation. "All I was doing with my multiple billions was giving them away," he moans. He has scaled back his philanthropy, which, he says, "gives me a great deal of pain because the needs are greater than ever." Turner believes those needs can be answered by international cooperation and understanding. This is the backbone of his creed. CNN was conceived as a 24-hour news operation, yes, but it was also stamped with Turner's internationalist vision--a way to bring knowledge about the world to the world. His philanthropy is similarly sweeping. He has dedicated his wealth to big stuff--saving the environment, controlling population, curing diseases, eradicating nuclear weapons, resuscitating the UN, and--why not?--eliminating misery, which Turner calls the "breeding ground for terrorism." His strong views on these subjects clearly influenced his five children. Assorted do-gooders, they're all involved in their father's philanthropic endeavors.

So Turner has lost his money, his ability to save humanity, and what else? Ah, yes. His power. In January, when he announced that he would retire from AOL Time Warner at the annual shareholders' meeting in May, most people viewed the move as an inevitable result of his diminished status within the company. Turner himself likened his role to "Emperor of Japan." Shorn of operating authority, he couldn't even get CNN--his own creation!--to air Avoiding Armageddon, his eight-hour documentary on weapons of mass destruction. There were many such insults eating away at him, most of which he blames on former CEO Gerald Levin. The one that caused him to quit, he reveals here, was quite specific: Neither CEO Richard Parsons nor anyone else among the AOL Time Warner brass consulted him about a change in the top management of CNN. (Network chief Walter Isaacson resigned, and Jim Walton replaced him.) "It was the final straw," Turner says. Parsons declines to comment. Following this flap, Turner's friends were betting that he would quit AOL's board of directors as well. He waffled for weeks and then opted to stay on. "Yes, I do give a damn," Turner says, his Gable-esque mustache crowning his smile.

These are difficult days for Turner, not only because of what he's lost but also because of what he fears. He confesses to a fear of abandonment. His kids know this and regularly assure him that they won't leave. Beau Turner, 35, Ted's youngest son, says that last summer, when AOL Time Warner stock fell below $10, he worried that his father might be contemplating suicide. "I told him, 'Dad, don't be like your dad. Don't take your own life.' He smiled at me and said, 'You don't have to worry about me doing something that extreme.'"

Turner is confronting the awful reality that he is running out of time. He is 64 years old, though he tells people that he is 65 (he will be in November). While active and fit, he's worried about his health. In April doctors at an Atlanta hospital had to shock his heart to slow a rapid beat. Turner has had this fibrillation problem for the past year, but the experience shook him--as did the thought that he might need a pacemaker.

"I'm like a little baby left at a doorstep, needing a woman to take care of me," he says--grinning because, in a way, he relishes the drama of his plight. Some women love a billionaire in distress. Since he separated from his strong-willed, 53-year-old French girlfriend, Frederique Darragon, in March, Turner has been dating up a storm. Says Jane Fonda, who divorced him two years ago but remains one of the most important women in his life: "Ted is in a major transition at every level. And for an alpha male who has always been in control--at least of that part of life that we can control--it's very unsettling."

"Are you here?!" Turner hollers from the second floor of his elegant, white-pillared plantation house in Florida. Clomp! Clomp! Clomp! He bounds down the staircase in his old sailing boots, stops just above the landing, and says, "So, what do you think of this place? It's just like Gone With the Wind, isn't it?" Actually, it is. Off the staircase, in a sitting room, hangs a life-sized portrait of Scarlett O'Hara. It isn't just any portrait. It's the one that was in the movie--the one that Rhett struck, shattering his whiskey glass, as Scarlett rejected his advances. "I bought this painting for $10,000," Turner says, putting his index finger on the stain on Scarlett's dress. "When I bought MGM, Kirk Kerkorian had sold this painting and other movie memorabilia," he says, with a note of disapproval. He tracked the painting down and bought it from a dealer.

Here at the 31,000-acre Avalon Plantation near Tallahassee, Turner is trying to capture his "more noble life." Out on the veranda, overlooking a lush, tree-lined expanse, he is dressed in hunting clothes and an Australian cowboy hat, lounging in a white wicker chaise. By his side: his 4-year-old Labrador retriever, Blackie, and 47-year-old Kathy Leach, an Atlanta-based interior designer and one of his girlfriends. As he talks about his love of the land, Turner is contemplative. "My grandfather was a farmer, and you know, I've got some Irish in me," he says. "Remember what Scarlett O'Hara's father said to her: 'The land's the only thing in the world worth working for, worth fighting for, worth dying for, because it's the only thing that lasts.'"

Avalon was one of his first land acquisitions. Turner, who gave up hard-core yacht racing in the early '80s because it stressed him out, discovered this peaceful property in 1985 when he was invited quail hunting here. By day's end he told Avalon's manager, George Purvis, "I think I'm going to have to buy this place!" Purvis, 83, and his wife still live on the plantation, at no charge. Turner pays Purvis to run errands. Purvis's son Frank, now Avalon's general manager, says that Turner once told him, "I see what keeps people young: work!"

No dilettante land baron, Turner buys properties specifically to preserve species--human and animal. On top of the $500 million he estimates he has spent to purchase land, he spends millions more to restore native wildlife--wood storks and red-cockaded woodpeckers at Avalon, bison and grizzly bears in Montana, condors and bighorn sheep in New Mexico, black-footed ferrets and black-tailed prairie dogs in South Dakota. In the Turnerverse, the standing order is "Don't mess with anything"; even bats, tarantulas, and rattlesnakes are sacred. Says Laura Turner Seydel, 41, the eldest of Turner's children and a well-regarded conservationist: "He takes land and makes it like the landscapes were before white men came and damaged it."

His vast holdings, 26 properties in ten states and two countries, restore the man himself as well as his wildlife. Every time he flies on his Challenger 604 jet from Atlanta to Bozeman, Mont., he passes directly over the St. Louis arch, "the gateway to the West, and I put on my jeans, and my whole attitude changes." In Argentina, where he owns three ranches, he hunts and fly-fishes in warm weather while it is winter in the U.S. As for Avalon, he says, "I'm not the first guy to retire and move to Florida." In fact, he recently declared permanent residency in Florida--stunning Atlantans, who consider him their city's favorite son. Asked whether he turned Floridian for tax reasons, Turner says, "Partially for tax reasons." Embarrassed, he snarls, "Let's move on!"

"Look at this! I'm on the cover!" Turner bellows, holding up a copy of Nation's Restaurant News. "We're smoking in the restaurant business. Ha! And I've only been in it a year!" To see a man who was once Time magazine's Man of the Year go giddy over good press in a restaurant trade publication stirs up a mixture of wonder and sadness. Pushed out of media moguldom, Turner has found his redemption in an unlikely enterprise: Ted's Montana Grill, a chain of eight bison-meat eateries, with annual revenues of $16 million. When I note that the business is small, he replies, "Yeah, but it's going to be big!" Modeling the chain on publicly held Outback Steakhouse, he's dreaming of 500 units and $1 billion in revenues in ten years.

His friends aren't sure what to think. Some call this "Ted talk." But if his ambitions seem both too small (bison restaurants?) and too large (500 bison restaurants?), the bigger point is that Turner is rediscovering his entrepreneurial self. Says Jane Fonda: "Ted always creates something that is his safety net--well, not a net, because you can get caught in a net. He creates a trampoline." Ted's Montana Grill lets him bounce. At every restaurant opening, there is Turner, flinging open the doors with a loud "I'm Ted!" and pumping hands with everybody in the joint. He's proud of his new calling but ever aware of his former one. "I challenge Rupert Murdoch and Sumner Redstone to go into the restaurant business!" he cries.

As with most Turner ventures--which typically look wacky at the launch--he has a higher purpose here. By becoming a restaurateur, Turner aims to save a species: bison. Turner has been enamored of bison ever since he was a child. After he acquired his first piece of land in 1978 in South Carolina, he bought two cows and a bull and soon had ten of the burly beasts living on his pasture. "For the first ten years, I never had a bite of bison. It would have been like eating my pet dog," he says. Today he owns 37,000 bison. The worldwide bison population is 350,000, up from about 300 a century ago, and Turner is the biggest owner on the planet.

At a time when bison prices are down even more than AOL Time Warner's stock price, Turner aims to give bison ranchers an outlet for their product so they can stay in business. Hence a chain of bison-meat restaurants. The real allure here, though, is easy to suss out. It's his total control--the very thing that Turner lacks at AOL Time Warner. "The SEC isn't investigating us! The Justice Department isn't investigating us!" says Turner about Ted's Montana Grill. "It's like Camelot--like Turner Broadcasting used to be."

No matter how immersed he gets in the Turnerverse, he cannot completely escape the debacle of AOL Time Warner. One reason is legal: He is named in several lawsuits, along with other senior executives, as a party to alleged accounting violations. Another is psychological: Turner is obsessed with Jerry Levin, AOL Time Warner's former CEO. As Turner's friends note, he'll be conversing on any subject--restaurants, bison, ex-wives, whatever--and find a way to lash out at Levin. "The biggest mistake I made was trusting Jerry too much," Turner says.

Turner and Levin had a long association, dating back to the late '80s. At that time Turner, overleveraged from his MGM acquisition, brought in a consortium of cable investors, including Time Inc., where Levin was a top executive. Turner says that Levin tried "to keep me small" by twice denying him the chance to buy NBC. The worst affront, the one that makes him bilious to this day, occurred in 2000, a few months after Time Warner agreed to merge with AOL. Levin told Turner he'd have to give up running CNN and his other beloved cable properties. Turner could stay as vice chairman, but he'd have no operating role. "I should have left the company," says Turner, "but I loved everybody. I was a hero." (Levin declines to comment.)

Pushed aside, Turner took on the role of the angriest AOL Time Warner shareholder. In the fall of 2001 he complained to several people that management was making shortsighted decisions--"burning the furniture," as he put it--to meet quarterly profit goals, as well as employing "shady accounting." (Turner says he can't remember if he raised his concerns at board meetings.) In November of that year, during a board meeting with Levin present, Turner declared that he was unhappy with the CEO. Steve Case, who had built AOL and engineered the merger, was unhappy too and mounted an effort to oust Levin. A month later Levin announced his retirement.

Levin's departure gave Turner great satisfaction, but it didn't curb his rabble-rousing. Late last year, in the midst of federal investigations into AOL's accounting, Turner and his allies, fellow investors John Malone and Gordon Crawford, threatened to withhold support for Steve Case as chairman. So Case is stepping down as chairman at the May 16 shareholders' meeting. (Crawford, representing Capital Research and Management, holds Case accountable for AOL's problems. He is not backing Case's reelection to the board, while Turner says he'll support Case.) As for CEO Parsons, Turner says, "I like him." Asked whether he thinks Parsons, with whom he speaks about once a week, is equipped to turn the company around, he declines to comment.

Turner says his role on the board is to be a "voice of dissent" and to prevent management from doing "dumb deals"--which a company with $26 billion in debt might be tempted to do. He played a significant role in killing a deal to combine CNN and Disney's ABC News, but he couldn't stop AOL Time Warner's recently announced agreement to sell its 50% stake in Comedy Central to Viacom for $1.2 billion. "All it does is strengthen our biggest competitor," he complains.

The dumbest deal of all, in Turner's view, was the AOL/Time Warner merger. "A total disaster!" he says. But Turner did nothing to stop it. He says now that he didn't really understand the Internet. "I'm an old-media guy," he says. "I had a general knowledge of what AOL did, but my emphasis was television, not the Internet." He was, and still is, a Luddite. He doesn't do e-mail. He has never surfed the web. "I'm not a nerd," he says. "There's nothing wrong with being a nerd, but my secretary gets my e-mail." Picking up a rap beat, he adds, "My e-mail go to my female." Asked about the prospect of selling or spinning off AOL, Turner says that until the SEC and Justice Department investigations are done, "it's probably best to hold on to AOL and see if it can be turned around." Long term, however, he doubts the value of keeping the two companies together. (Steve Case, frustrated by the failure of AOL/Time Warner synergies, may emerge as a Turner ally.)

Given his take on AOL, holding on to the stock was no longer an option for Turner. "Over 90% of my liquid assets were in AOL Time Warner," he says. "No one with substantial wealth should ever concentrate their wealth like that, particularly in a company where they don't have control." Since early this year he'd been talking with Taylor Glover, who runs Turner Enterprises, about selling a big block. On May 5, when Turner called Glover for their regular 7 A.M. conference, they agreed that with AOL shares up 40% from their low last summer and with Turner due to resign the following week, the time might be right. Turner and Glover talked several times that Monday, and in the mid-afternoon Turner told Glover to pull the trigger on 60 million shares. Turner says he isn't sure what he'll do with his $790 million, except that he'll invest it "prudently and conservatively." He's considering Treasuries, stocks, and, of course, land. He is committed to putting at least $40 million into Ted's Montana Grill in the next two years, and he still owes his UN Foundation $627 million.

His children had mixed reactions. Beau Turner says, "Good night! How do you think he'll feel if the stock is up to $18 next year? He'll feel like crap." Teddy Turner, 39, Turner's oldest son, had his father over for dinner at his house in Charleston two days after the big stock sale. Teddy says his father felt unburdened but was still fretting about his lost billions. "'Dad, now you're worth $790 million cash. That's real money!' I need to keep working on him."

"I think the chances are fifty-fifty that humanity will be extinct in 50 years." Turner has been reclining on his chaise lounge at Avalon, as relaxed as he ever gets, when we turn to the subject of his big projects to save the world. Suddenly he's sitting upright, alert, on the edge of the chaise. He's crazy worried about terrorism and global instability, and his urgency is tempered only by regret. What that $8 billion could have done for humanity!

People who know Turner best say that he has been driven to do well and to do good by the memory of his strict, tyrannical father, who killed himself when Ted was 24. Rhett Turner, Ted's 37-year-old middle son, recalls his father holding up a copy of Success magazine some 20 years ago and shouting: "I'm on the cover of Success magazine! Is that enough?!" Says Rhett: "He always wanted to be better than his father."

Laura Seydel thinks that he feels driven to improve the world because he doesn't believe that God will do it. Turner, who was raised in a Catholic-Episcopal home and had planned to be a missionary, was a believer until, when he was 20, his teenage sister died of a rare form of lupus. For five years, Turner says, "I prayed 30 minutes every day for God to save her, and he didn't. A kind and loving God wouldn't let my sister suffer so much." He adds, "I said, 'I don't want to have anything to do with you.'"

Turner, who calls himself an agnostic, still has missionary zeal if not faith. But he's finding it harder to win people to his side in the current climate. The believers are beating the agnostics and the warmongers are beating the diplomats. Even though he romanticizes war (displaying antique guns and swords in his Atlanta boardroom), he frets about the Bush administration's foreign policy: "If we keep using force, with weapons of mass destruction in the picture, one of these wars will go nuclear," he warns.

He reserves his vitriol, however, for his No. 1 rival: "Rupert Murdoch is the most dangerous man in the world." This classic competition is no longer just about business--or even just about the fact that Murdoch, at 72, still controls his expanding media empire, News Corp., while Turner has been shunted to the sidelines. Today's rivalry is also about values. Murdoch's Fox News, blatantly pro-Bush and pro-war in Iraq, is walloping CNN in the TV ratings. (In April, Fox averaged 3.3 million viewers in prime time, vs. 2.1 million for CNN.) News Corp. also puts out conservative publications such as the New York Post, which trashes both Turner and the UN, and the Weekly Standard, a must-read in the White House. At the suggestion that Murdoch is smart, Turner says, "Yeah, well, people thought Hitler was pretty smart when he invaded Poland." Turner sees Murdoch and other dark forces leading humanity down a dangerous path. "If there is a God, he is not doing a good job of protecting the earth," he says. "He's kind of checked out."

But it isn't easy standing in for God when the money is short. Former President Jimmy Carter, a man of faith and a friend of Turner's, believes that Turner needs to think more creatively about his philanthropy. His genius, Carter notes, is "tossing out provocative thoughts and getting reactions. As Rosalynn says, 'Each day Ted wakes up with a whole bunch of intriguing ideas.' Some are ridiculous. Others are seemingly foolish but actually wise." The problem is, Turner is short on ideas these days. He says he doesn't know how to help the UN, which has been pushed aside in the rebuilding of Iraq. At his UN Foundation, which he set up to manage the $1 billion he pledged to UN causes, "we're kind of like the UN itself. We're basically keeping our head down."

Turner's Nuclear Threat Initiative (NTI), founded in January 2001 with AOL Time Warner stock then worth $250 million, has seen its funds melt along with the share price. The purpose of this organization is to reduce the dangers of nuclear, biological, and chemical weapons, and it has done impressive work. NTI supported a program to remove 100 pounds of weapons-grade uranium from an aging nuclear reactor in Serbia. (In the oddest case of Turnerverse synergy, NTI is helping Russian scientists who once worked on biological warfare to develop bison vaccines.) But lately Turner, who carries a copy of the 1968 Nuclear Non-Proliferation Treaty in his wallet, and Sam Nunn, the former U.S. Senator from Georgia who heads NTI, have shifted their focus from handing out money to asking for handouts. Warren Buffett pledged $2.5 million to NTI last year and has just committed another $13.5 million.

And then there is the Turner Foundation. Late last year Turner was so distressed about its shrinking funds that he broke down in front of his children, who serve as trustees. "I cannot believe my foundation, and all I want to do and can't," he told his kids, tearfully. "It's all my fault." (The Turner Foundation, which caters to environmental causes, has stopped accepting new grant proposals.) His children, slighted during Turner's glory days of sailing and building CNN, have turned out to be his rock. "It doesn't matter how many billions you have," they've told him often. "You weren't rich when we were growing up."

Inevitably, though, Turner's financial troubles stress family life. This past spring there was a tussle over his decision to accelerate natural-gas drilling on his largest property, his 580,000-acre Vermejo Park ranch in New Mexico. (When Turner acquires land he tries to limit drilling via a strict contract with the seller, if the seller retains mineral rights.) Beau Turner, who manages the properties' wildlife, vehemently opposed the drilling, but his father cut a deal with the rights holder, El Paso Corp., for an enhanced royalty. "I hate drilling, and I asked him, 'Dad, if you weren't in these financial straits, would you be doing this?' He told me no." Turner admits today: "I wouldn't have done it if not for the decline of the stock." At the suggestion that he might use the income from the gas drilling to fund some good causes, he snaps, "Like to pay the bills? That's a good cause."

Where is Turner headed from here? If he only knew. While he appears to be spontaneity personified, Turner actually plans his calendar a year in advance and knows where he will be July 10, Aug. 10 ... pick a date. Fonda says he does this because he is "afraid of downtime." In any case, his calendar doesn't offer answers to the important questions about Turner's future. Some people speculate that he will use the $790 million from his stock sale to make a play for CNN or NBC or another major media franchise. This is unlikely. "I'm kind of turned off the media business," Turner says. He had hoped that Gods and Generals, his Civil War epic chronicling the horrors of war, would be a ticket to a career as an independent filmmaker. But the movie bombed at the box office, so Turner has decided to shutter his new feature-film business. "It's too expensive a game for me," he says.

Meanwhile, rumors are flying around Atlanta that he might buy the Braves from AOL Time Warner. This is a possibility. "I'd take a look at a small piece of it, for morale purposes," Turner says. Whose morale--his? "The fans'," he replies. "Sports teams are not good financial investments." Some friends suspect that he wished to be asked, at least, to be chairman of AOL Time Warner. No way was that going to happen. Parsons requires full-timers at the top--and people who believe in the company. Turner obviously does not. "The company is in such terrible shape," he says. "I don't have the time to straighten it out."

What Turner really needs, as he says, is a good woman to take care of him. Many people close to him wish it were Jane Fonda. Says Laura Seydel: "Ted and Jane were infallible. They worked together as a team. They were on top of the world and on top of their game." She adds, "I want there to be a happy ending to this story. I want On Golden Pond." Of course, this isn't Hollywood, though it's close. Asked whether he loves Fonda, Turner replies, "Yes. I will always love Jane." Fonda says the same about Turner. The two talk at least once a week and are very close, but neither seems willing to get back together. Fonda, who is writing her memoirs and getting ready to do her first movie in 13 years, says that their marriage ended largely due to two conflicts: her born-again Christianity and his frenetic pace. In an average month Turner moves among his various properties about ten times. He can't change his restlessness. She can't bear it. "Maybe I'll just have to date for the rest of my life," he says. "Or maybe the love of my life is yet to come."

Whatever his fate, Ted Turner will keep on moving. "You should set goals beyond your reach so you always have something to live for." That's what his father told him. "You never have enough time in life," Turner says wistfully. "I'm constantly battling to stay ahead. I say to myself, 'All you have to do is put one foot in front of the other and just keep walking.'"

After all, tomorrow is another day.

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