Disney has been assembling a media monopoly of its own, culminating in its merger with Capital Cities/ABC in 1995. Lost in much of the coverage of the ABC blackout was Disney's role in the debacle. Disney had been demanding that Time Warner take an unprecedented number of cable networks as part of its overall carriage deal. Thanks to the negative fallout from Time Warner's blackout, it got exactly what it wanted: a seven-year, $2 billion deal for a lot of programming of no proven value. "Disney has not somehow been transformed to sweet guys with halos," says the Media Access Project's Andrew Schwartzman. "If you want to view this as Disney vs. Time Warner and a battle of two corporate cultures you can, but you're missing the point. This is really the cable monopoly vs. other content providers. Disney was willing to go much more public than a lot of people who are grousing privately." A good deal of that public grousing came from Disney's top lobbyist, Preston Padden, a loquacious and well-heeled figure on the media legislation scene. Before the company reached its carriage agreement with Time Warner, Padden was traveling across the country, visiting local cable franchisers and providers and preaching against the merger. "Disney made us aware of the issues out there and the authority we have to approve or disapprove the transfer," says Mary Morales, executive director of the Public Cable Television Authority. Representing a band of small cable providers in Southern California, the PCTA is one of many cable authorities that will get to vote on the transfer of Time Warner cable to AOL. The group had until June 11 to cast its lot, though it asked for a 30-day extension. AOL and Time Warner should be concerned. Disney "encouraged us to scrutinize the transfer," says Morales, whose group is responsible to 80,000 subscribers. "They made themselves available to answer any of our questions." Though Disney reached a carriage agreement with Time Warner, an agreement that made it seem as if the two titans had kissed and made up, anyone who thinks Disney will back off of its resistance to the AOL merger can't tell the forest (access to broadband) for the trees (Disney's immediate retransmission consent rights). Last week, Disney helped organize a powwow among the consumer advocate groups in Washington; in May it filed critical "Reply Comments" to the merger proposal with the FCC. (Padden pointedly declined to comment on his lobbying efforts or the merger's prospects.) "Allowing any entity to have this level of control over this country's broadband future raises issues of profound public interest concerns," Disney declared in its reply. And you thought it didn't care. Insurgents wear many hats. Disney is hardly the only company concerned about the downside of a merger between AOL and Time Warner. Here are a few more potential enemies of the state: Other ISPs: Of the more than 7,100 extant providers, AOL (with 21 million members) is far and away the largest. The next largest, Earthlink, is less than a sixth its size -- and that's after acquiring Mindspring. All of these providers have a vested interest in open access. Search engines and portals: Yahoo is still the second-most-trafficked site on the Web, sandwiched between No. 1 AOL.com and the Microsoft sites. But how soon would that change if the country went cable? AT&T already controls Excite. The news that AOL would be available on Time Warner cable was the dog-bites-man story of the year. You can bet that Yahoo and all of its rivals, such as Disney's sixth-rated Go Network, are looking for some protection. Other entertainment companies: Edgar Bronfman is surely watching merger developments closely. Seagram holds 92 percent of the Universal Music Group and Universal Studios, and would love to see its music, movies and television programs carried to consumers via broadband. But what price carriage? Other Web content providers: Contrary to some press reports, the Web world did not shudder when AOL and Time Warner announced their plans to merge in January. There were so many ill feelings toward both companies -- and such contempt for their attempts to dominate the Web -- that it took a while for the implications of the merger to settle in. But you can bet there has been some talk of alliances since, with unaffiliated content sites looking to circle the wagons. And then there's the European Union Commission, which announced Tuesday that it has delayed a decision to begin a full-scale probe of the merger until June 19. Calling Judge Jackson Meanwhile, back in the States, interested parties are wondering if the FTC might be less inclined to go easy on the merger in the wake of the Department of Justice's successful suit against Microsoft. The DOJ and the FTC have joint authority under the Sherman Antitrust Act over mergers (the DOJ got AT&T-Media One; the FTC, TBS-Time Warner) and, according to the Media Access Project's Schwartzman, "the FTC and the Justice Department also have this rivalry. Each one wants to show that they can be tougher than the other. The fact that the Microsoft case has gone forward gives [FTC chairman Robert] Pitofsky some incentive to show that his is bigger than [Microsoft prosecutor] Joel Klein's. Or gives him more political cover to do what he wants to do." Pitofsky, a former Georgetown University law professor with an interest in the interaction between the First Amendment and antitrust laws, is, by all accounts, of an open mind. "He thinks this proceeding is an extremely important one, that this would be a new kind of business company," says Schwartzman, "and not necessarily a bad one. But there are aspects of it that are problematic; this thing will get an unusually thorough scan from the FTC." (Neither the FTC nor the FCC can comment on matters under review.) Get me a rewrite A smaller voice in the midst of all this cacophony comes from the people who actually create a lot of the content in question: lowly scribes. The National Writers Union is filing an objection to the merger, claiming that Time Warner discriminates against freelancers with its "all-rights contracts." These contracts, which compel writers and illustrators to sign away rights to their work "in perpetuity," have become the norm in media companies. Jay Tasini, NWU president, contends that the effect of all-rights contracts will be more insidious as writers' work i