Jackson looked puzzled.

Branca added teasingly, "It includes a few things you might be interested in."

"Like what?" Jackson asked.

"Northern Songs," Branca replied.

Jackson recognized that name.

"You mean the Northern Songs?"

"Yeah, Mike . . . the Beatles."

Jackson did a full turn, jumped in the air and shrieked. "But wait," Branca warned. "Other people are also after the catalogue. It's going to be a struggle."

Jackson replied, "I don't care. I want it . . . please."

(Northern Songs, the publishing company that the Beatles established in the '60s, was bought in 1969 by Sir Lew Grade's entertainment conglomerate, ATV. The Beatles music became the most glamorous--and valuable--part of the 4,000-song ATV Music Ltd. catalogue, which was later bought by Australian tycoon Robert Holmes a Court's Bell Group.)

Looking back on the months of grueling negotiations that resulted in Jackson's landmark publishing coup, attorney Branca shook his head a few days ago in his Century City office. The file on his desk reads simply, "Michael Jackson/ATV." But he prefers the name his partner Gary Stiffelman came up with for the exasperating process: "The Long and Winding Road."

The acquisition of ATV Music--believed to be the largest music catalogue purchase by an individual--illustrates the tensions and strategies of finance, show-biz style. One lesson: It's a long way between the verbal and the dotted line. The Jackson camp thought it had a deal at several points, only to have new bidders enter the picture or find new and unexpected areas of debate.

Negotiations became so snarled with Holmes a Court last May that Jackson's representatives walked away from talks, and refused, in effect, to even answer calls for nearly a month. This despite the fact that they had already invested more than $1 million in verifying the validity of ATV's claims about earnings and song ownership.

The decision to walk away from the negotiations was but one of several key moves in a chess match as fascinating as it was frustrating.

For background: Why did the Beatles ever give up their publishing? And why didn't McCartney buy the songs back himself?

John Lennon and McCartney faced major tax problems in Britain in the 1960s and to avoid paying 90% on earnings, they were advised to either sell their publishing rights outright or form a public corporation to deflect the tax burden. So, they established Northern Songs Ltd. as a public company with manager Brian Epstein and publisher Dick James.

The move made financial sense but it resulted in the Beatles losing the rights to the songs when ATV purchased the majority stock in Northern Songs. ATV's music catalogue also included such early rock classics as Little Richard's "Tutti Frutti."

One common misconception about the Beatles music is that McCartney and the Lennon Estate no longer collect on the songs. They, in fact, split the songwriting revenue with the publisher.

If, for instance, "Yesterday" earns $100,000 a year in royalties from record sales, airplay and live performances (it probably earns more), the Lennon estate and McCartney--as co-writers--divide about 50% of that income, around $25,000 each.

The publisher--now Michael Jackson--collects the other 50%. If Lennon and McCartney had retained their own publishing, they would receive the entire $100,000, though they'd have to pay someone to administer the publishing duties.