(FORTUNE Magazine) – "Atlanta is certainly a fast place in every sense of the word, and our friends in Atlanta are a fast people. They live fast, and they die fast. They make money fast, and they spend it fast. They build houses fast, and then burn them down fast. To a stranger, the whole city seems to be running on wheels, and all of the inhabitants continually blowing off steam." --From a Milledgeville, Georgia, newspaper in 1867, three years after William Tecumseh Sherman burned Atlanta to the ground

Not since Sherman marched through Georgia has one event so altered the landscape of Atlanta as the day six years ago when Juan Antonio Samaranch, president of the International Olympic Committee, announced that the years-long quest to host the Centennial Olympic games in 1996 had been won by "Aht-lahn-ta." Now the Atlanta games are only a couple of weeks away. Expected to attract up to two million spectators, they are being touted by local Olympic organizers as "the largest and most important peacetime event in history."

That's hyperbolic nonsense, of course, but don't just blame Atlantans for their usual breathlessness. International Olympic zealots are obsessed with having us believe that their once-every-four-years track meet is somehow profound--Samaranch calls the Olympics "the most important event in our society"--in spite of the blatantly commercial juggernaut the games have become. When it comes to overheated imagery, teaming Atlanta and the Olympics is like pouring gasoline on a house fire.

What we really have here is a Sunbelt city--the exemplar of what we've come to expect from Sunbelt cities--getting ready to step onto the world stage for the first time, in front of about 3.5 billion people. Such an opportunity is both irresistible and terrifying to Atlantans, who feel a palpable anxiety about their city and its place in the world. I know. I'm a fourth-generation Atlantan, a journalist who's been involved with the city since it was a Double-A town and my Atlanta Crackers competed for the Southern Association championship against such rivals as the New Orleans Pelicans, the Memphis Chicks, and the Chattanooga Lookouts. I'm as curious as anyone about how my hometown will be judged for 17 hot and humid days beginning July 19.

As the big moment approaches, Atlantans are pitching in. Recently, for example, conglomerateur J.B. Fuqua read that provisions for public toilets were woefully inadequate. Fearing international embarrassment, Fuqua forked over $1.5 million in toilet money. Atlantans love to tell stories like the toilet rescue to show that their city is the stuff of Sunbelt myth: a place where visionary leadership and selflessness make all things possible. Actually, that isn't it at all. Lots of cities have rich citizens who ride to the rescue, and in fact, one could argue that for all the money made in Atlanta since World War II, the public has benefited relatively little compared with other places.

No. What sets Atlanta apart is race: Blacks and whites have reached detente here. This is not to say that the underlying tensions and emotions of race in Atlanta are much different from elsewhere, or that the detente will last forever. But it is to say that blacks and whites cooperate in an unlikely but mutual self-interest that is unique among the world's large cities. It's called the Atlanta Way. It is played out over and over every day--but never with more impact than during the competition to stage the Olympics.

It is deeply ironic that the games are drawing the world's attention to Atlanta at a moment when all the many issues between black and white Americans--affirmative action, welfare reform, minority representation in Congress, racial separatism--seem so raw again. Throughout the Southeast, unknown arsonists are torching black churches in a spasm of hatred and racism. Set against such problems, the story of how Atlanta combined guile and race--and no small amount of what can only be called bullshit--to land the whale that is the Olympics, and of what it then did with them, is a most improbable tale.

Whatever else they may be, the Olympics are one very sophisticated business enterprise, an acutely political international road show that moves strategically around the world. Everything is orchestrated and leveraged for all it's worth out of Lausanne, Switzerland, by Samaranch, his marketers, and the 104 members of the International Olympic Committee who decide where the show goes next. Since World War I, the U.S. has held only two summer games, both in Los Angeles. Nine years ago the idea that an American city, much less Atlanta, would be chosen to host the symbolically loaded 1996 games was out of the question. If at all possible, the IOC delegates wanted to select Athens, where the Olympics were born.

How Atlanta prevailed is hardly a case of Sunbelt boosterism writ large. What really happened sounds more like a formula movie plot: An aging good ole boy ex-football player named Billy (Mel Gibson) wakes up one day with the idea of bringing the Olympics to his hometown. His notion seems foolish until he uses a socially prominent fishing buddy to get him a meeting with an international civil rights hero named Andy (Danny Glover), who happens to be mayor and who, unbeknownst to Billy, never met a crazy idea he didn't like. This ebony/ivory buddy plot soon turns into a road movie, with the unlikely pals traversing the globe eating monkey brains in search of Olympic delegate votes. It concludes with them tearfully embracing in the new stadium they've built, as athletes from around the world light the Olympic torch. Corny, huh? But not so far from the truth.

Should you need inspiration from the Games, then, you need look no further than Billy Payne and Andy Young, two men from parallel universes that seemed unlikely to ever intersect. How they came together was simple: Young, the civil rights hero, recognized in Payne, a run-of-the-mill real estate lawyer, someone with the zeal and grit and heart for a crusade. Billy saw in Andy someone who knew his way around the world, especially the Third World, and someone who had been on a crusade before.

THE CITY

"If Atlanta could suck as hard as she can blow, she'd be a port city." --Favorite saying among the residents of paint-chipped old Savannah, 250 miles southeast of Atlanta on the coast

It isn't as though Atlanta is some backwater that popped out of nowhere to snare the Olympics. It ranks behind only New York, Chicago, and Houston as the city with the most FORTUNE 500 headquarters. Every year it scores near the top of Fortune's Best Cities for Business survey. And it is a big-league convention city that in recent years has hosted a Democratic National Convention, a Super Bowl, and three World Series. It has some fairly high name recognition already, as the home of Gone With the Wind, Dr. Martin Luther King Jr., Jimmy Carter, CNN, and the only company in the world with a logo more familiar than the Olympic rings: Coca-Cola.

While Atlanta has been a fabulous postwar economic success, there is another, much unhappier, side to it. The actual city of Atlanta is home to only 13% of the metropolitan region's 3.1 million people, making it the smallest core city of any major metropolitan area in the country. It is 67% black and one of the poorest, most crime-ridden, least educated, worst-housed municipalities in the U.S., ranked perennially alongside such dying cities as Newark, Detroit, and Washington, D.C.  Its overloaded sewage system is dumping tons of untreated waste into the Chattahoochee River, and the state government has imposed a moratorium on new sewers, while fining the city $8,000 a day for failing to meet construction deadlines; its water system is troubled and can barely meet everyday demand, much less that of an Olympic crowd.

Astonishingly, when the time came to go out and bag an Olympics, Billy and Andy managed to turn this bleak story into a selling point. Remember, as our two heroes hit the road in search of Olympic votes, they had to overcome anti-American sentiment. And so, to a select but powerful bloc of IOC members, Billy and Andy sold Atlanta as a Third World city, as the capital of African America--as, in fact, the only African city in the running for the Games.

This strategy didn't get too much attention back home, where Atlanta continued to strut around like the archetypal Sunbelt city, the kind whose personality wears us all out. Such cities--Dallas also comes to mind, with Charlotte, Nashville, and Orlando holding down the second tier--are characterized by explosive growth, poor planning, undistinguished (or overwrought) architecture, mediocre cultural institutions, an almost comic pretentiousness, and above all else, an unceasing hyperbolic boastfulness. Oh, yes. Most of these cities also are nice places to live and work. Atlanta, for instance, has an entrepreneurial environment, easy credit, affordable housing, bearable commutes, and lots of great golf and tennis--except, of course, in July and August, when the heat and humidity are oppressive.

A relatively young city--it was founded as a railroad terminal in 1837--Atlanta had an attitude that annoyed others from its earliest days. In 1880, the London Daily Telegraph described Atlanta's "swaggering and high-handed manner of comporting herself as though she were saying 'See what a burnt-up city can do.' " Nearly a century later, in 1964, Atlanta first declared itself an "international city," based on the bizarre precept, according to author Frederick Allen in his recently published Atlanta Rising, that it was possible to fly on the same plane from Atlanta to Paris, though the plane had to stop in Washington and replace a Delta crew with one from Pan Am. Beyond that silliness, it's safe to say that there was nothing else about the city that had even a hint of international flavor.

The year 1964 was a watershed all across the South, but nowhere did it mark so complex a change as in Atlanta. The year is best remembered by black Americans for the passage of the Civil Rights Act that guaranteed them a host of new freedoms, including access to all public accommodations. It was also the year that the Reverend Dr. Martin Luther King Jr.--born, reared, educated, and headquartered in Atlanta--won the Nobel Peace Prize. King was a pariah in his hometown. Atlanta in 1964 was run by an oligarchy of conservative white businessmen and lawyers, most of whom hung around the crusty old Piedmont Driving Club or the Capital City Club, and virtually all of whom had no use for the civil rights movement.

Robert Woodruff, the patrician old-South lion who ruled Coke--and Atlanta--for more than half a century, contemplated the occasion of King's Nobel Prize from Ichauway, his South Georgia quail-hunting plantation, and in effect issued a decree. He ordered the ruling elite to roust themselves from the Piedmont Driving Club and attend what became Atlanta's first-ever A-list biracial social event, a dinner honoring its only native son Nobel Peace Prize winner. They didn't like it much, but the national press was beginning to stir on the subject, and who were they to argue with "The Boss," as the Havana-puffing Woodruff was called; they turned out for Dr. King's dinner. The press coverage was positive, and for the first time, white Atlanta saw the PR bonanza to be reaped from the civil rights movement.

For all of Atlanta's postwar economic progress--as a transportation and distribution hub, as a go-go banking and business town--it was the civil rights movement that transformed it from bush league to big league, enabling it to overshadow cities like Nashville, Birmingham, Jacksonville, Memphis--even the once much worldlier New Orleans. Atlanta quickly became a media town, as virtually every national news organization opened a bureau to cover the race story sweeping the South. The horde of reporters served to make the city burghers considerably more aware of their words and deeds, especially on the subject of race. Thus to the outside world did Atlanta become the shining citadel of the South: the smart business town with a conscience, the cultural and social oasis in a region dismissed by H.L. Mencken as the "Sahara of the Bozarts."

It didn't take long after the 1964 Civil Rights Act and the 1965 Voting Rights Act for black Atlantans to put together a political majority. And so for more than two decades now, Atlanta has operated as a post-colonial government might. At City Hall, a black oligarchy rules in an unspoken strategic alliance with a select group of white businessmen attuned to the rules of the Atlanta Way. Simply put, this is code for folks who understand and accept why and how the spoils of any venture must be divided between blacks and whites. There is no place in the Atlanta Way for someone who calls it a quota system, or who objects to its nonmarket nature, or who goes around complaining about its inefficiencies or inequities.

You have to understand the Atlanta Way to understand how these Olympics came to be. Only in such a climate could Billy Payne and Andy Young become a team.

BILLY

"Billy is a lot like Atlanta--insecure at the core, always trying to prove he's not second class." --A friend of Billy's who begs to remain anonymous

It is a Friday in February 1994, and the digital countdown clock on the reception desk at ACOG (Atlanta Committee for the Olympic Games) tells the story: 896 days and nine hours until the opening ceremony of the 1996 Games. The subject of the day is buses, specifically, devising a strategy to round up 2,000 air-conditioned buses--more buses, ACOG CEO Billy Payne tells me, than are now in service in the entire Southeastern U.S.

This 1994 interview is the first time I have ever met Billy Payne, but by way of disclosure, I should say that I first became aware of his presence sometime around 1958, on the fields of the Buckhead Little League in the leafy, northeast area of the core city where he and I, now both in our late 40s, grew up, and where I still live today. He was a star, known by all; I, to put it gently, was not. He loomed as a figure in my life for years to come, first as a star quarterback and basketball player at the rival high school to my own; then as a pretty fair end on the football team at the University of Georgia in Athens, where I also went to college. I've been forming judgments and opinions about Billy for longer than for most of the people I've written about.

There is some truth to the old saw by the black educator W.E.B. Du Bois that the Atlanta he knew in the late 19th century lay somewhere "south of the North, yet north of the South." But it's equally important to realize just how segregated Atlanta was in the era when Billy and I grew up. A case in point: A review of the Atlanta Journal and the Atlanta Constitution sports pages in 1963 and 1964 turns up a number of articles about Billy as a high school athletic star, and no doubt he was darned good. These same papers carry not one mention of another kid--Walt Frazier--who played down the road in the other division of the Atlanta city schools: the black ones. Frazier was more than darned good; he played 13 seasons in the NBA, most of them with the New York Knicks. He was on two championship teams, was a first-team All Star four times, and was a shoo-in to the NBA Hall of Fame. Yet kids like us never heard of this superstar contemporary of ours, much less saw him play.

Anyone who has spent much time in the South knows men like Billy Payne. On the surface he is a "type," usually first defined by the fact that in the land where college football is king, he was a player. He walks with the arthritic limp of an old gridiron hero, and if asked today, he will still say that he "goes about six-two, 220." This is not to say that Billy was ever the dumb-jock type. At Georgia, he was an earnest student, vice president of the student body, and a brother in Phi Delta Theta, one of the elite fraternities.

What men like Billy did in this era was fairly consistent: They went to law school at the state university, got married, had children, and settled down in a manicured, upwardly mobile suburb on the edge of the capital city. Billy did all this, making his home in Dunwoody, building a practice in real estate law, and pursuing the life of an apolitical southern "man's man"--a life that includes some parenting, lots of country-club golf, an equal amount of bass fishing on privately stocked lakes, and a smidgen of church. Not even when he was a college football player did Billy have much social or business contact with black people; in his day, the all-white Bulldogs still played mostly all-white opponents. Interestingly, though, Billy's broad face--with its high brow, high cheekbones, and dark eyes--reflects a significant bit of his family's Cherokee Indian heritage, common in the Piedmont region of Georgia.

After a glorious youth, Billy approached his 40s with the roar of the crowds a distant memory. He was just another real estate lawyer who had once played college football. His life was comfortable enough, but he still had his demons, the ones that had driven him so hard to seek approbation all his life.

Billy is the only son of the late Porter Payne, an All-American football player at Georgia who was drafted in 1950 by the New York Giants but who opted to stay in Atlanta and sell insurance--and whom Billy idolized, feared, and above all, strove to please. "My Daddy only made one demand on me," Billy says: "Make sure you always do your very best. At everything--sports, schoolwork, life." Porter wasn't as consistent in business as he had been on the gridiron, and the family rode a roller coaster of financial ups and downs. Billy inherited not only his father's athletic prowess but a little of his taste for risky business ventures as well.

It is now part of Billy's Olympic legend that, to pursue his dream, he gave up a highly successful law practice, borrowed a million dollars from friends, and worked for three years without pay. This is true as far as it goes, which isn't quite all the way. "Billy wasn't the kind of real estate lawyer who sat around an office executing closings for fees," says Peter Candler, an Atlanta insurance man who became close friends with Billy through a men's fishing club. "He really was more of a dealmaker, a land speculator. He did a lot in raw land." In fact, Billy borrowed the million dollars against several of his real estate holdings, says Candler, who adds, "You have to understand that this was no big deal to Billy, laying on that kind of debt. He once said to me, 'When you go broke, what difference does it make if you owe $1 million or $10 million?' "

No one, probably including Billy, will ever know exactly what led him, in the fall of 1987, to take up the notion that Atlanta should host the 1996 Olympics. Like most great marketers and showmen, he has a tendency to repackage, if not reinvent altogether, certain realities. But several things were in the air. The stock market had crashed, dragging down the price of everything--including raw land. And Atlanta had just won the 1988 Democratic National Convention.

The more generally told version of how Billy came to the Olympics is that, flush with fulfillment as chairman of a building fund drive at St. Luke's Presbyterian Church in Dunwoody, he felt the need for more meaning in his life. Driving home from church one Sunday, he told his wife, Martha, that he was thinking of getting involved in some kind of Olympic effort. Peter Candler recalls a phone call from Billy that fall. "He wanted to know if I would help him form something called the Georgia Amateur Athletic Foundation, with maybe an eye toward bringing the Olympics here," Candler says. "Martha told him to call me, I think, because she thought I would talk him out of it. I don't recall my exact answer, but it was something like, 'Billy, have you lost your mind?' "

Candler, a scion of one of Atlanta's oldest society families--his great-great-great-uncle Asa bought the formula for a pep tonic from a druggist and founded the Coca-Cola Co. in 1886--humored Billy and didn't think too much more about it. Then Billy read in the paper that the U.S. Olympic Committee was holding a seminar in Colorado Springs for cities interested in bidding for an Olympics. He paid his own way to fly there and, says Candler, returned from that seminar more or less obsessed with the idea.

Billy began making phone calls and getting nowhere. What connections he had weren't much good because while being a former Bulldog is worth something at the state capitol, it doesn't go far at city hall. A white jock lawyer from Dunwoody, which isn't even in the right county, doesn't cut it in the city. What Billy needed was someone conversant with the Atlanta Way. Candler, who had long provided Billy an opportunity to hang around the Piedmont Driving Club and hosted him at his Sea Island home for the annual football slugfest between Georgia and Florida in nearby Jacksonville, wasn't able to help Billy much in this regard. But Candler suggested that Billy call his old friend Horace Sibley. This was good advice.

Sibley is a son of the late John Sibley, who was chief counselor to, and in many ways the alter ego of, Robert Woodruff. Among other jobs, the elder Sibley was a senior partner at Atlanta's top law firm, King & Spalding, where he served as general counsel to Coke; was chairman of the Trust Co. of Georgia (called Coke's bank here); and at the request of King & Spalding's then managing partner, former Attorney General Griffin Bell, chaired a blue-ribbon panel in the Sixties on how to integrate Georgia's schools peacefully. Together, Woodruff and John Sibley had as much to do with Atlanta's path toward racial pragmatism and social peace as any two white men in the city's history.

Horace, a 56-year-old attorney at King & Spalding, has devoted much of his life to good works. As a young Army officer in the Sixties, he went off to Germany, where he saw disturbing television footage of the civil rights struggles in the South. Upon returning home, he began a foundation to deal with social issues in Atlanta's Vine City neighborhood, a ramshackle village still standing today not far from the massive Georgia Dome and right in the shadow of the new Olympic field hockey stadium. Horace Sibley is the only white chairman in the history of the Butler Street YMCA, an important institution in Atlanta's black power circles. "Billy called one day and said he wanted to start an athletic commission with the goal of bringing the Olympics here," Sibley recalls. "He said it could do something positive for the youth of Georgia, whether we got the Games or not. He wanted me to write a letter supporting it, but I put him off." Billy kept after Sibley until finally he got the letter, and more--an introduction to Andy Young.

So Billy went to see Andy. Candler tells the story: "Billy's getting all excited and going into detail on everything. And Andy starts laughing. Billy goes on a little more, and by now Andy's really laughing. So finally Billy starts laughing. All of a sudden Andy sits up in his chair and says, 'You're serious about this, aren't you?' And Billy says right back, 'What was it that made you think we weren't serious?'"

Billy probably didn't know it at the time, but this meeting was when all things became possible.

A HOOK IN THE WATER

"Billy? Well, he reminds me of that old country song, you know: 'Live fast. Love hard. Die young. And leave a beautiful memory.'" --Atlantan Peter Candler

It is July 24, 1994, a blazing hot Sunday almost two years to the week--726 days--until the Games begin. It's been nearly four years since Atlanta won the Games--seven since Billy started this whole craziness--and he is taking the day off, or would be if I weren't along. We are sitting in a little bass boat on a pond owned by a prominent urologist, somewhere outside Rome, Georgia, about an hour north of Atlanta. Sergeant Bill Holton of the Georgia state patrol, who drives Billy everywhere these days and keeps some ominous-looking cases of defibrillator and resuscitation equipment in his trunk, is nearby in a canoe, also fishing.

Billy, you see, inherited, in addition to his football playing and his high-rolling ways, a third trait from his father: a bum ticker. Porter Payne died of a heart attack in 1982, and several months later Billy had triple-bypass surgery, during which doctors discovered he had suffered an earlier heart attack. Not too long before this fishing trip, he had a second triple-bypass operation. But today he looks fine. We are dripping sweat. So I ask about the weather. In his bid for the games, Billy claimed Atlanta's temperature averaged 75 degrees in the summer, about 27 degrees shy of where we are now, and we're up in the hills.

"Hey," he says with a chuckle, "I didn't say what time of day."

The pond is managed by fish scientists from Auburn University, and it is thick with largemouth bass. We are pulling out eight- and ten-pound lunkers so fast it's hard to toss them back in and still keep count, but we must because Billy insists on fishing for money, say, $1 a fish and $10 for the biggest fish of the day. By late afternoon we are approaching 80 fish between us, with Billy, of course, in the lead. Billy is dressed just as he should be: Sperry Top-siders with no socks, navy-blue chinos, an Olympic golf shirt, and a "gimme" ball cap from the Pagoda Bay Club.

Yet another huge bass strikes Billy's lure, and he whips back his rod in a motion of precise, controlled violence. "Goddamnit!" he hollers. "I rookied that one. I sure did." Quickly, he gets another strike. Now he's serious. "Come here you little...! Come to Mama." He pulls in the fish, holds it up to admire it, then tosses it back.

In listening to Billy recount his Olympic experiences, I get the impression that he is a little surprised to have made it this far. Just after he and his little band won the games, Atlanta's powers that be--business leaders and chamber of commerce types --tried to ease him aside. Bob Holder, head of a big construction company, a former chamber president, and now co-chairman of ACOG, recalls that while Billy was trying to get the games, he always said he didn't want to run them, which made sense to everyone because Billy had absolutely no management experience. The group that won the 1984 Los Angeles games turned them over to Peter Ueberroth for professional management, and everyone figured the same thing would happen in Atlanta. "The truth is," says Billy, "they were all thinking, 'Well, he's a nice young man, but he's not gonna win, so don't worry about him.' Then after we got them, everybody was suddenly an expert in how to run them. Well, excuse me, friends. Where were you when I was eating monkey brains in Thailand or blood sausage in Montevideo lining up those votes? Not so fast here."

Billy won that battle, and as CEO of ACOG he is now (in 1996) the highest-paid executive of a nonprofit organization in the U.S., with an annual salary of $669,000. Later came a power struggle with Maynard Jackson, then the mayor of Atlanta, who tried to seize control of the games and pouted for months when he failed. Still later Billy lost a personal crusade to introduce golf as an Olympic sport; the Atlanta city council made a racial issue out of his plans to stage golf at the Augusta National Golf Club--home of the Masters and the rarest turf in American golf--because of the club's exclusionary policies. Billy argued that on the contrary, this was an opportunity to open up Augusta for the first time ever to play by women and Africans and Asians. He is bitterly disappointed by the outcome.

Call it the political education of Billy Payne. He's trying, he says, not to take things so personally, to cut his losses and move on. That is what he plans to do tomorrow with the latest crisis: gay bashing in Cobb County. In Atlanta proper, where most of the games will be held, the city years ago became one of the first to offer health insurance benefits to partners of gay employees. Across the Chattahoochee in adjoining Cobb County--a Republican stronghold at the heart of House Speaker Newt Gingrich's congressional district--the county commission recently went out of its way to pass a resolution condemning "the gay lifestyle." Gay rights activists have been protesting, threatening to disrupt Olympic volleyball scheduled for Cobb if ACOG doesn't move the venue. Billy is infuriated with both sides for failing to put his Olympic ideal ahead of their own interests. But tomorrow he will pull the plug on Cobb and move volleyball to Athens. "Everybody's come knocking on our door," sighs Billy. "Personally, I'm expecting some Martians to land any minute with a list of demands."

In spite of all this, he says, "so far, it's been fun. It's been a great exercise in 'You can't do this' and 'You can't do that.' 'You can't sell $40 million sponsorships,' they said, and we've sold 20 of them. They said we can't get $400 million for U.S. TV rights, and we got $456 million--should've gotten more. Hell, they made fun of me for asking $600 million. But you don't get $456 by asking for $400, now, do you?"

Another fish has struck. "Hold on, John, we've got a grown one this time!" he shouts. The bass is so big--maybe 12 pounds--that he has me shoot his picture with it before throwing it back. The day is winding down, and he points back toward the lakeside house where we will spend the night. "That's a hellacious dock," he says. "We'll have a little cocktail down there after a while."

A long, successful day of fishing under his belt, Billy fixes what any heart attack victim would prepare for dinner: huge, well-marbled rib-eye steaks, baked potatoes with butter and sour cream, and a salad--all washed down with red-plastic cups full of Billy's favorite cocktail, Jack Daniel's and orange juice. A few cupfuls of that, and Billy reflects, "You know, I'll be the first one to ever go from the dream to the finish--if I don't fall off the boat."

The next morning, with 725 days to go, we arise at Billy's customary time of 4:30. This allows us to do a little more fishing before we pile into the state patrol car and head back to the city. "Bill, I think we better fly," Billy says to his driver. "I gotta bunch of folks from out of the country I'm supposed to meet with at eight." Bill Holton obliges by stomping on the accelerator and weaving through traffic on a strip of I-75 packed with commuters. Billy tells a few stories about trips on which he and Bill, driving this way, have made it from Atlanta to Savannah or Augusta in incredibly short times. You have the feeling Billy could get used to this life.

ANDY

"Back in the early Eighties, like most businessmen in Atlanta, I viewed Andy Young, and the possibility of his becoming mayor, as a terrible threat to our city--because of all the controversy he stirred up wherever he went. Well, with no help from us, he was elected anyway. And, of course, I was 100% wrong. Andy is a fantastic human being, good to the core. No one has ever been better for our city." --Bob Holder, chairman of the chamber of commerce during Andy Young's tenure as mayor (1981-89)

Many aging baby-boomers, particularly us southerners, can recall exactly where we were when we heard the news--on April 4, 1968-- that Dr. Martin Luther King Jr. had been assassinated at the Lorraine Motel in Memphis; we remember it as vividly as we do that terrible day in Dallas. Billy, when asked, has no recollection of the moment; it wasn't part of his world-view at the time.

Andrew Young, 36 years old in 1968, was a top lieutenant to King, and was on his way out to dinner with the civil rights leader when the bullet brought King down; the other now-famous aide at King's side was Jesse Jackson. Unlike the rough-hewn Jackson, who rode an athletic career out of the projects of Greenville, South Carolina, into the movement, Andy belonged to King's social class: He was the refined, handsome, articulate son of a middle-class New Orleans dentist; a graduate of Howard University with a postgraduate degree from Hartford Theological Seminary; and an ordained minister in the United Church of Christ.

As a child, Andy aspired to be an Olympic sprinter, partly because he had some God-given speed but mostly because his father took him to see films about the remarkable feats of Jesse Owens in the 1936 Olympics. Andy fooled around with running after college, but he was, and is, primarily a spiritual man, a preacher. He abandoned his athletic ambitions, and in 1956 began a ministerial career at a small church in south Georgia.

By 1961, the Reverend Andrew Young had arrived in Atlanta to work on literacy programs and voter registration for King's Southern Christian Leadership Conference. It was an intense time. On the road with King, Andy found himself threatened, taunted, beaten, and jailed on a regular basis; he marched at Selma and all the other stations of the cross on King's historic crusade.

Two years after King's death, in 1970, Andy ran for Congress in the Fifth District of Georgia, which comprised most of Atlanta and where 40% of the voters were black. He lost. He tried again two years later and won, becoming the first African American congressman from the Deep South since Reconstruction. He received a healthy percentage of the white vote, and some white folks, like Horace Sibley, volunteered to drive Young voters to the polls. Andy was elected to three terms in Congress before quitting to become Jimmy Carter's Ambassador to the United Nations in 1977, a job that allowed him to roam the Third World making friends all across Africa and Latin America. But he stirred up a diplomatic flap when he made unauthorized contact with a Columbia University professor who was the U.N. representative of the then-unrecognized PLO. Under heavy pressure from critics, he chose to resign.

Of all the true veterans of the Movement, Young probably emerged with the most moral authority. Jesse Jackson was certainly more confrontational, more visible, and louder. But Andy always managed to stay close to the center of power because of his ability to make white people feel comfortable with him.

Back home in Atlanta, Andy decided to run for mayor to succeed Maynard Jackson, who, after two terms, was prohibited by law from standing for reelection. Partly because of the PLO flap--but more likely because of Andy's friendship with cronies from the Movement and such Third World leftist luminaries as Jamaica's Michael Manley and Tanzania's Julius Nyerere--Atlanta's white business community was horrified. They fielded their own candidate, a great white hope, and Andy thrashed him.

Not that the business community had liked Maynard Jackson; they thought him arrogant, demanding, and difficult to get along with. But they had reached an accommodation with him--he was a chief architect of the Atlanta Way--and more important, they thought his rhetorical bombast and smooth polish played well to the outside world, always the ultimate concern of Atlantans. Andy, they feared, would rekindle memories of the civil rights era and brand their city as some kind of socialist enclave.

How wrong they were. Andy Young, Christian that he is, immediately forgave everyone who had worked against him in the campaign and made it clear that he would become Atlanta's ambassador for economic development. He traveled the world to persuade foreign investors--many of whom he met through contacts at the U.N.--to visit his city. As it happened, Jimmy Carter's recent deregulation of U.S. airlines had broken New York City's stranglehold on gateways to Europe, and cities like Atlanta and Dallas could attract direct foreign travelers. Atlanta found that its 1964 malarkey about being an international city was coming true. Dutch, British, Canadian, German, and Japanese direct investment began pouring in. Foreign banks opened branches on Peachtree Street. Asian and Mexican immigrants flocked to town. And after a while, you could actually exchange foreign currency at the airport.

How did someone of Andy's background transform himself into a chamber of commerce's one-man dream team--a man some have described as a modern-day Booker T. Washington? "I'm an economic determinist," Andy says, smiling in that certain way he has, a way of letting you know that you've served him up a big fat one. "Human relations and human rights have always depended on a positive economic environment. We never could have done what we did in the South if this region hadn't been growing around 5% to 6% a year from, say, 1960 to 1975. When California is booming, it's a liberal state; when the aircraft industry dries up, it becomes a reactionary state. And these are not accidents. I look at Sarajevo and Bosnia not so much as ethnic conflicts but as 15 years of European recession. If we had 15 years of recession in the South, we could have the same problems in Atlanta."

One day in 1987, into the mayoral office of this battle-hardened global citizen, this black man of enormous experience and accomplishment, strides this white jock from Dunwoody, who has never even been out of the country--barely the region--with a grandiose idea of bringing the Olympics to Atlanta. What did Andy think?

"Well," he says, "I came to the idea with a very prejudiced briefing. Everyone had told me, 'There's some nut running around town talking about the Olympics, and you don't need that.' They would remind me of the Montreal thing--the billion-dollar loss." So Billy comes in talking, and Andy laughs, and then he starts to really listen. Billy says, "We can do this as a private, nonprofit venture. We don't need any taxpayer money. We just need your support." And Andy says, "Well, then, count me in."

One reason these guys clicked so well is that for all the ways they are different, they also share many characteristics. How to put it nicely: They are both very comfortable embracing as concrete, propositions that others might judge theoretical--at best. When he was mayor, Andy had a big idea a week: a high-speed train between Savannah and Atlanta; a plan to privatize the airport and sell it to the Japanese; a direct flight from Lagos, Nigeria, to Atlanta that would transform the economy of both cities.

This Olympic idea, then, was not so far out for Mayor Young. It was his kind of challenge, and Billy was his kind of guy. To explain, he quotes Kierkegaard (something Billy wouldn't be likely to do): the definition of purity of heart is "to will one thing, to sell all that you have, and take up your cross." Says Andy: "I saw that kind of commitment in Billy. That can either signal you're dealing with a nut, or it can be the makings of a saint." Saint Billy? Andy and Billy share another trait: They both enjoy absurd hyperbole as a rhetorical device.

Andy saw other things in Billy that he liked. "He mentioned the heart attack business," Andy says. "Well, Martin always attributed a lot of his maturity to being stabbed when he was 29. He talked about it all the time. Plus, Billy hadn't just had a heart attack; he had gotten involved with his church afterwards. If he was a nut, that made him my kind of nut."

Up to this point, Billy's crusade had been intense, but amateur. With the Honorable Andrew Young on board, the effort took on a whole new level of sophistication--in strategy, visibility, and credibility. Andy had never thought of it, of course, but his resume--the Movement, Congress, the U.N., big-city mayor--was made to order for winning these games. Says Bob Holder: "I don't want to take anything away from everyone else's hard work, but there is no question that Andy is why we won the U.S. Olympic Committee's designation. We had to have a special hook to stand a chance, and he was it."

Once Andy had taken up Billy's Olympic cross, he read Peter Ueberroth's book. "I saw the list of the 86 IOC members. I went through and--just based on instinct--I checked off all the votes I thought we could get. I figured we could get 53 out of 86. In the end, we got 51, but two of those I picked died: the old British Kenyan who was committed to us, and Sheikh Fahad, the Kuwaiti who was killed in the invasion. He was the guy who had introduced me to the PLO when I was at the U.N."

Andy stresses that his strategy wasn't just to round up Third World votes. He sought connections to everyone--like the Scandinavians, some of whom he had known since King won the Nobel Prize. To them he sold Atlanta as a human rights capital, exemplified not only by King but also by the presence of Jimmy Carter, who if not loved in the Olympic movement because of the 1980 games boycott, is at least respected for his commitment to peace. He targeted delegates he knew in countries like the Netherlands and Austria, and he made sure the committee "thought ethnically," taking pains to round up Atlantans who spoke Polish or Dutch or Japanese when he and Billy entertained delegates from those countries.

By now Billy was traveling a lot with Andy, getting more curious all the time about his days with King, asking lots of questions about the Movement, and--incredibly--beginning to make the "human rights" speech himself. "He did it well, too," says Andy. Meanwhile, other committee members were arranging to export southern hospitality. They set up an "Atlanta House" wherever they went, inviting delegates to a borrowed home for sophisticated--but southern--cuisine. More than a few delegates were escorted to the rare air of Augusta National to play golf. And everyone remembers Billy's wooing of a Russian delegate named Smirnov, who had developed a strong taste for what he called "John Daniels," a taste that Billy happily kept quenched. The strategy here was basic: to make the delegates like the folks from Atlanta better than folks from everywhere else.

Still, Andy admits that his trump card was the one he played with the Africans. "We went to all the African National Olympic Committees," he remembers. "They were meeting in Mauritius. My presentation was that Atlanta is a city where 67% of the population is of African descent. It's not our fault that somebody took us from Africa hundreds of years ago. We are the only city of majority African descent that has a chance to host the Olympics. And we need your support just as though we were on the African continent. And I said that if Lagos were bidding for the Olympics, you--the African group--would automatically vote as a block for Lagos.' "

Andy figures that if you count the Caribbean region, where he made the same presentation, IOC members of African descent number around 20. Atlanta received 19 votes on the first ballot. Again, says Holder, "There's no question that Andy's core votes held us up there in the first few rounds."

Did Atlanta sweep the African votes? "Well, no," says Andy. "Toronto, I'm sure, got the Jamaican vote." At that, he chuckles. "Toronto, you see, had everybody locked up until we came on the scene out of no-where. Toronto knew what everybody else knew, that Athens--the sentimental favorite--couldn't handle the games, so it was counting on being the beneficiary. We actually took the games away from Toronto."

THE RISKS

"When we promised not to spend one dime of taxpayer money on the games, nobody asked me what I meant exactly, so I didn't say. But I think these local governments need to take some of this huge tax windfall--which they don't deserve--and reinvest it to make the games better." --Billy Payne, 1994

Hosting the Olympics can be either the ultimate prize for an ambitious city or a deep, self-inflicted wound. In the case of Atlanta, the risk is even greater than usual: This is to be the largest Olympics ever, hosted by one of the smallest cities and almost entirely self-financed. After Billy was made ACOG's CEO and Andy and Holder became co-chairmen, Holder moved quickly to install as COO a bona fide businessman--someone who cares more about the bottom line than his place in history. A.D. Frazier, executive VP of First Chicago Corp. and a former executive of one of Atlanta's big banks during the go-go Sixties, took the job as a way to return to the city he considers home.

Frazier, 52, is pretty much the genetic opposite of Billy. His sports career consisted of being an athletic dorm proctor at the University of North Carolina. A short, squat, bespectacled fellow who likes gravy on his biscuits and chain-smokes Winstons, Frazier is to public relations what Dennis Rodman is to coiffure. He routinely answers questions with profanities, if not the flip of a finger. He has angered virtually everyone who's had business dealings with ACOG. But he has brought a flow-charted, spreadsheeted discipline to the process that was entirely lacking before he arrived.

He also has overseen the assembly of ACOG's management staff, which he refers to as a "pickup squad"--a team made up of rank amateurs with stars in their eyes and downsized castoffs from corporate America or the military, all put together with the most demanding affirmative-action guidelines anywhere and no small amount of patronage. Says Frazier: "My staff meetings look like the bar scene from Star Wars."

Somehow this group--working with the IOC and U.S. Olympic Committee and the numerous consultants who make careers out of putting these games together--has managed to promote the Atlanta Games as an "unparalleled marketing opportunity." Through corporate sponsorships, broadcast rights, ticket sales, and merchandise licensing, the Atlanta games have raised more than $1.5 billion, a runaway record for any Olympics but still south of the $1.7 billion needed to stage the games.

So risky is the proposition of holding an Olympics without major government funding (the Spanish government spent $8 billion rebuilding Barcelona for the '92 games) that IOC officials have said Atlanta will be the last city allowed to do it. IOC insiders also say these will be the last games in which the dreamers who won them will be allowed to run them. Skeptics carp that the games haven't been without taxpayer support, pointing out that the federal government has spent more than $200 million on security and transportation. But this is small cheese; the federal government always spends money when an Olympics comes to the U.S., the alternative being to leave some local police department in charge of foiling international terrorists, while asking visiting royalty and heads of state to fend for themselves in hopeless traffic snarls.

Other detractors charge that Atlanta's games won't come close to recreating the profit miracle that Peter Ueberroth's '84 games turned out to be (they earned $250 million). But Ueberroth was running a much smaller event--boycotted by much of the Eastern bloc--in the nation's second-largest city; moreover, Los Angeles had previously hosted an Olympics and didn't require construction of a single major sports complex. From a purely financial perspective, the Atlanta games will probably come close enough to breaking even to be judged a success--and certainly not a disaster, as were the '76 Montreal games that left the city $1 billion in the hole. This is mostly a tribute to Billy's salesmanship and Frazier's stewardship.

Managing an Olympics is unbelievably fluid and, as Frazier says, "an endless challenge of parceling out resources in the face of just-in-time revenues." There's no room for long-term strategy. To take one example: In order to raise funds for the Olympic stadium, ACOG had to sell its television rights during an industry advertising slump. Thus, in 1993 NBC paid only $456 million for U.S. rights to these games;two years later, when the market had turned back up, the network paid $705 million for the Sydney games in 2000. It was the biggest business disappointment of all for Billy, who had argued internally that his games were worth $520 million. "They were looking back at the $100 million loss in Barcelona," he says. "I was looking ahead."

Comparisons are used loosely during an Olympics, but it seems safe to say that no games since Berlin in 1936--Jesse Owens's Olympics--have carried the social freight of these. One-third of all the construction contracts for the Atlanta Games have gone to minority contractors as a matter of policy. The staff of ACOG, from Billy and Andy down, is a salt-and-pepper team; 62% is minority or female, including the senior policy adviser to the CEO, the deputy COO, and five managing directors. This is the Atlanta Way writ large: Atlanta wouldn't have the Olympics if it weren't a black city; therefore, blacks will share in the bounty.

Billy learned that lesson in a crash course immediately upon landing the games, and he took up the cross quickly. "I came from such a vacuum of experience in the racial area that I brought zero guilt to the table," he says. "I felt like I was responsible for my own actions, so I said right out, 'Hey, don't blame me for something somebody did in Alabama 30 years ago.' On the other hand, I made it real clear that this organization was going to be a reflection of what this community is--black and white--period. Anybody got any questions?"

Atlanta Way 101.

LET THE GAMES BEGIN

"Sure, you have those wonderful moments when the father comes out of the stands, embraces his son, and helps him across the finish line, but for the most part it's one gigantic financial hustle. I have trouble with someone going around spouting off about the ideal of amateur sports while collecting a $600,000 salary." --George Berry, chairman of the Metropolitan Atlanta Olympic Games Authority (MAOGA), the legal entity created by the state of Georgia to bear ultimate signatory responsibility for the games. The salary he refers to is, of course, Billy's.

It is 36 days until the opening ceremony, and Billy and I are sitting in his office, eating turkey sandwiches. He is wearing a neck brace, recovering from an operation on a herniated disk he had a few weeks ago. Al Gore sent flowers. That was around the same time Newt Gingrich blasted ACOG for bypassing Cobb County in the nationwide torch relay. In a few days Billy will head north to appear on the Today Show and visit the White House.

To recap, since this all started, Billy has had open-heart surgery, married off a daughter, lost his mother to an unexpected illness, traveled to every corner of the world, dined with kings and presidents, become an expert on human rights, and bought himself a fine house on Lake Oconee, a couple of hours east of Atlanta, where he can do the two things he loves best in life: golf and fish for bass.

Billy looks more relaxed than I have ever seen him, almost serene. He is convinced that he has done his job, that these will be the greatest Olympics ever, leaving his city and his state--not to mention himself--permanently admired and respected by the world.

At the very least, Atlanta will have some nice, new facilities that will permanently alter its face when the games are over: a $232 million stadium that will be retrofitted into a home for the Braves (who, incredibly, will pay just $23 million for a 20-year lease); a $22 million tennis center; a $21 million na- tatorium; a $75 million city park; and much more--gyms, smaller stadiums, fields, shooting ranges, velodromes. Georgia Tech and Georgia State will have $150 million in new dormitories, and Atlanta's historically black colleges--Morehouse, Morris Brown, Spelman, Clark--will have, combined, more than $50 million in new infrastructure. Overall, say the folks who calculate such things, the Olympics will inject $5 billion into the Georgia economy--quite a jackpot.

But just how do you judge the success of an Olympics? You could, for example, stage one of the most inefficient, chaotic games in history, but if some athlete overcomes tremendous personal hardship to win five gold medals, that is what the world will remember. Or you could execute a flawless Olympics, only to have a killer tornado or terrorist attack leave the name of your city right up there with Munich.

And--barring some unforeseen act of God or man--who does the judging? The spectators? The IOC? The sponsors? The broadcasters? The residents of the host city? Actually, the closest thing to a correct answer is probably that of Juan Antonio Samaranch, the Olympic's one-man judge, jury, and executor for the last eight games. The former Barcelona banker lists his priorities as follows: the security and comfort of the athletes; the success of the opening ceremony; the legacy of the games in the city where they are held; and the overall feeling left behind by the closing ceremony. In other words, except for a nod to the athletes, image is pretty much the name of the game. This is show business.

In the run-up to an Olympics, there is always a lot of second-guessing, an attempt by everyone to begin shifting blame for anything that might go wrong. This one is no exception, and--as the man who has strapped himself to the top of the lightning rod--Billy is the target of most of it. Some sponsors complain that ACOG overpromised things it couldn't deliver, or even purposefully deceived them by selling certain rights multiple times. Some locals, like Berry, resent the high salaries that Billy and Andy (he makes $200,000) and their friends have drawn from an enterprise so tight on cash. Ginger Watkins, who among all the original Friends of Billy wields the most power, is paid $232,000. She formerly ran a volunteer Christmas tree festival and is now responsible for, among other activities, the all-important opening and closing ceremonies. Shirley Franklin, Andy's chief administrator when he was mayor, earns $270,000 to advise Billy on policy matters and to ensure ACOG's commitment to diversity.

Everyone knows in advance that some things won't go well. The unusual concentration of events in downtown Atlanta, for instance, probably means big trouble for transportation. Imagine three baseball games, each with 40,000 fans, taking place sequentially at Atlanta Fulton County Stadium, while just next door in the Centennial Olympic Stadium, two track and field events, each with 80,000 fans, run back to back. Says Holder, fatalistically: "The chances of achieving satisfaction with Olympic transportation have never been good."

The big question, which Atlantans have barely begun to think about, is, What happens when the Olympics are over? It's hard to throw a party of this size without some kind of hangover. And these games come at a time when Atlanta is hurting. After almost 25 years of reasonably successful governance by the African American oligarchy of public officials, the city, according to many prominent citizens--black and white--has hit on hard times politically. Several corruption scandals have emerged involving public officials of both races; the police department has been ridiculed as grossly incompetent; and the current mayor, Bill Campbell, is described by one major player in the affairs of the city as "the least effective in my lifetime." Once the gold medals have been given out and the national anthems played, Atlantans will have to return to these real-life problems.

And the characters in our story will have to return to real life. Andy will go back to his job as vice chairman of an international engineering firm, where he dreams of masterminding the construction of a Panama-like canal through Nicaragua. A.D. Frazier will become a global partner at Invesco, the money management firm. But Billy, the man whose nutty idea--and almost a decade of devotion to it--made all this happen, has no idea what will become of him. At the opening ceremony, he will stand there, next to the President of the United States and other dignitaries, grinning and bursting with pride. He will relish 17 days of games and social events, and then he will savor the always melodramatic closing ceremonies. Afterwards, for a while, he will hit the book-and-lecture circuit.

But this is a man who has come out of nowhere into the thick of everything: a suburban real estate lawyer who has become accustomed to life on the corporate jet; a faded college jock who gets flowers from the vice president. He would be comfortable as governor, senator, CEO. So far, there are no signs any of this is headed his way.

More than anything else, perhaps, Billy's Olympics story resembles Cinderella's. The ball is about to begin, and before long the clock will strike midnight. What will Billy turn into?

REPORTER ASSOCIATES Shaifali Puri, Edward A. Robinson