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Levine and Hearst Magazines president Cathleen Black went into overdrive preparing a prototype. In January 1999 they flew to Chicago armed with three sample tables of contents, a book of page layouts and a self-shot video of women on the street professing their desire for an "Oprah" they could hold in their hands and keep. "We knew we had to engage her in a mission, not just a magazine," says Black. They even had a name for the new product: Oprah's Spirit.

Winfrey hated it. The word "spirit" was too loaded. The previous year the press trashed her when she started a daily segment called "Remembering Your Spirit." The touchy-feely vignettes, preproduced with soft light and new-age music, were testimonials from people around the country who had, usually as a result of crisis like the death of a child or a divorce, stumbled onto some simple truth about life. They were part of a larger new feature on her show called "Change Your Life TV." Confused viewers complained that the talk-show host was meddling with their religious beliefs. Critics wrote articles about "the church of Oprah." Hurt by the criticism, Winfrey dropped the "Change Your Life" mantra and toned down the "Spirit" segments with (slightly) lighter tag lines like "Remembering Your Joy." A magazine called Oprah's Spirit, she feared, would dredge up old controversy.

Laughing now about her near pass on the magazine, Winfrey runs over to her desk and snatches up a reminder of another project she almost rejected. Encased in a small black frame, it is an August 1996 inter-office memo from one of Winfrey's producers. "Each month Oprah and some viewers could get together and decide to read a novel or a book of Oprah's choice," the pitch reads. Initially Winfrey thought the book segment would be too boring for TV. But when she realized it would give her a chance to meet some of her favorite authors, she decided, reluctantly, to give it a try.

Like the book club, the magazine was a huge hit. Soon after the first million copies hit stands in April, the phone lines at Harpo's studios were buzzing with calls from fans complaining that their grocery stores and corner news vendors were sold out. Hearst rushed to print an additional 500,000 magazines, and soon those, too, were gone. Barnes & Noble alone sold a record 100,000 copies. The only single edition of a magazine to sell even close to that amount for the book chain was the 1997 Sports Illustrated swimsuit edition with Elle MacPherson on the cover (and that sold a distant 81,000 copies).

The public was going wild, but inside the magazine's New York offices tensions were running high. Winfrey seemed out to break all the rules. She demanded that O's table of contents be on page two--unheard of at women's mags, which reserve the first dozen or so pages for top advertisers. When she got word that Hearst was planning to coposition the first issue with Cosmopolitan on special display stands, Winfrey called the publishers and huffed: "I am not going to be used to sell one of your other magazines. Cosmo is not who I am."

Now the first issue was flying off the stands, and she still wasn't satisfied. The layouts weren't lush enough, the writing wasn't smart enough. She ordered numerous reshoots and story revisions as they prepared the second issue. Adding to the stress, Winfrey's chief liaison at the magazine was her best friend, Gayle King, a television anchorwoman with no print experience, whom Winfrey installed in the powerful position of editor at large, second in charge to the editor in chief. Initially it was Hearst's idea for Oprah to appoint a personal liaison to smooth communication with the Chicago-based star. "None of us were ever under the illusion that I was hired for my magazine expertise," says King, who has known Winfrey since they worked together at a Baltimore TV station in the 1970s. "I was hired because I know what Oprah likes and because I can get her on the phone." But in the high-pressure environment, it added another confusing rung to the hierarchy.

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