HE’S MADE TV WHAT IT IS TODAY

On May 21, Aaron Spelling, vice chairman of Spelling Entertainment Group Inc., prepared for the company’s annual stockholders’ meeting. A man of few but precise rituals, Spelling traded in his customary casual attire and reluctantly put on a white shirt and dove-gray silk suit. He lunched in his office--the meal served on a silver tray, as usual, by a uniformed butler--and afterward was driven from the company headquarters on Wilshire Boulevard west to the Regent Beverly Wilshire Hotel.

Ever since he took his company public in 1986--solidifying his reputation, if not his reality, as one of Hollywood’s wealthiest, most enigmatic citizens--Spelling has dreaded these meetings. A shy, reclusive man, he has never overcome his distaste for rubbing shoulders with strangers. As much as he loves producing television--and he does love it again, now that “Beverly Hills, 90210” and “Melrose Place” have restored some of the luster from Spelling’s heyday with “Charlie’s Angels,” “Fantasy Island” and “Dynasty”--he prefers to leave the business side to others: Lee Gabler, his agent; E. Duke Vincent, his producing partner, and Sumner Redstone, chairman of Viacom, Spelling’s parent company since 1994.

“Have you ever seen anything more boring?” Spelling groused, as he paused in the hotel foyer to watch the stockholders shuffle into the Champagne Suite. “I mean, my God, I’m even wearing a tie.”

This year, Spelling had more reason than ever to feel uneasy as he stood shielded from the crowd by his PR people and his beefy, unsmiling security staff just steps away. He was now 73, and while he had shaved his workweek from five to four days, an inner ear infection left him feeling his age more acutely. “It was the damnedest thing,” he grumbled about his convalescence. “I couldn’t write, couldn’t watch TV, so boring.”

But Spelling had more than age on his mind. For the past nine months, Spelling Entertainment had been up for sale. Viacom’s hefty $1 billion-plus sticker price, however, had kept buyers at bay. No offer had materialized--only a lot of speculative tire-kicking and skeptical press. The stories infuriated Spelling--one of the few Hollywood producers ever to have taken his company public--and resulted in the embarrassing withdrawal of the sale. Now he was in the awkward position of publicly defending the company he no longer owned but which still bore his name. “The truth

is, the company has grown and grown,” Spelling said later in his office. “I have this stupid worry that shareholders bought stock because of me, people who pay my salary. But the stock price? That bothers the hell out of me.”

Spelling’s reservations aside, when the meeting got underway, it was clear that defensiveness would not be necessary. Despite some mutterings, shareholders nodded happily to news of Spelling’s renewed two-year contract and the announcement that the new season’s program orders would top 400 hours. As Spelling smilingly explained from the dais: “That is more hours than in any year of our history.” He has, as it turns out, another hit on his hands. By meeting’s end, the gnomish, snowy-haired producer is besieged by shareholders anxious to pump the hand of the man Redstone expansively introduced as, “a man who needs no introduction, my very good friend and an unparalleled voice in entertainment.”

*

Creating the impression of being a peerless force in television may be Spelling’s canniest move--cleverer even than his much-noted comeback after the cancellation of “Dynasty” in 1989 put an end to his 18-year reign at ABC, once known as Aaron’s Broadcasting Company. Beginning with Fox’s “Beverly Hills, 90210” in 1990 and “Melrose Place” two years later, and now supplying series and movies to three of the four major networks as well as the fledgling WB, Spelling has pulled off the kind of career second act seldom seen in Hollywood.

Television is littered with the names of the once powerful: from the legendary Norman Lear and Grant Tinker to more recent casualties like Linda Bloodworth-Thomason and Diane English. For one brief season, 1989-90, Spelling too looked like a dinosaur: all of his hit series, including “Dynasty,” were in ABC’s dumper; an unrenewed contract; persona non grata at affiliates’ meetings. It was more than personal failure. It was, as Variety made clear, the end of an era when beautiful people in beautiful clothes in exotic locales were enough to earn a berth in the Nielsen Top Ten.

But then, just as abruptly, Spelling was back. “Beverly Hills, 90210” and “Melrose Place” were more than hit series; they were, in TV’s meretricious way, history in the making--the first dramas to win the elusive and coveted Gen-X viewer. The “King of the Jiggle” had reinvented himself for a new generation.

“Aaron came back because, like all truly talented people, he has the ability to reinvent himself,” observes Don Ohlmeyer, NBC West Coast president and a former ABC executive.

“Spelling may not have the quality of [Steven] Bochco, but he has proven he can get the younger demographic,” adds Chris Neel, an analyst with Media Edge, a New York-based research company. “So he became hot again everywhere.”

Yet Spelling’s talent, evident this afternoon as he spins dross into gold before his shareholders’ eyes, lies in producing more than hit series. It is the ability to sustain the illusion of a single defining vision over 40 years of broadcasting--making the efforts of hundreds, specifically his various creative partners, seem the masterwork of one man. If most of his 50-plus series fade to forgettable with astonishing ease--think of “T. J. Hooker” and “Starsky and Hutch”--taken collectively they can be read as a pop cultural history of late 20th-century America.

From the black-and-white “Dick Powell’s Zane Grey Theater” in the 1950s to the cheesecake “Charlie’s Angels,” created with Leonard Goldberg in the 1970s, to glitzy “Dynasty,” created with Esther and Richard Shapiro in the ‘80s, to the glossy twentysomethings created by Darren Star on “90210” and “Melrose Place,” Spelling not only kept pace with the Zeitgeist, but he became a master at giving the public the image of itself it most wanted to see.

For most of us, that meant Southern California, albeit a glossier version. Even when their casts of nubile young actors populated other fantastic corners of America, Spelling’s series captured the market on Southern California decadence and made it one of Hollywood’s most popular exports. Even a non-Spelling show like “Baywatch” owes its international mega-hit status to the buffed facade of his California.

“Aaron has a legendary instinct for what the public wants to see,” says producer and former Spelling partner Douglas Cramer.

“It’s more than storytelling; there’s a look that Aaron gets with his shows,” adds Jamie Kellner, head of the WB Television Network, home of Spelling’s “Savannah.” “It’s the glamour, the fashion, the detail that audiences, especially women, love.”

Yet the irony remains. Not Spelling’s comeback itself--the 1996-97 season is filled with rebound ratings winners Bill Cosby, Ted Danson and Michael J. Fox--but that it happened in an industry so ambivalent about his legacy. More than any other producer, Spelling shaped television and our responses to it. But because his image has been that of a panderer--despite his critically acclaimed series “Family,” and his two Emmy award-winning movies “And the Band Played On” and “Day One”--many in Hollywood came to think less of the medium of which he was a master. Spelling’s success defined TV’s second-class citizenship in the heart of the film industry, and his lack of hypocrisy--he has called his series “mind candy”--remains an affront to Hollywood’s pious conviction that it creates art rather than kitsch.

“It’s that huge elite snobbery between television and film,” says director Joel Schumacher, a close friend of Spelling’s. “I actually have acquaintances who say to me, ‘Joel, why are you friends of the Spellings?’ I mean, eat s- - -. I would hate to have lived through this era of Hollywood without knowing Aaron Spelling.”

Spelling’s position in Hollywood is such that his resume, (at 3,000 episodes, the Guinness Book of Records lists him as the most prolific producer in history), his wealth (estimated at $310 million in 1994), his Hearst-sized house (56,000 square feet), even his family (wife Candy and children Tori and Randy) bear a whiff of the unseemly, the suggestion that his gains have been ill-gotten. “He lives like a pasha while foisting that garbage on the American people,” grouses one television producer, daring to voice, albeit anonymously, a common industry view.

“There is good and there is bad Spelling,” says Tom Shales, the Washington Post’s Pulitzer Prize-winning TV critic. “But there is never great Spelling, only degrees of terribleness.”

Spelling has many powerful defenders, but even he does not dispute that he has many more detractors. “I don’t think I’ll ever get their respect,” he shrugs. He is keenly aware that his longevity has as much to do with fundamental changes in broadcasting--the establishment of the Fox network, the growth of cable and foreign markets among them--as his own talents. But that disdain explains why Spelling is something of a recluse, why he keeps his Emmy awards in his home bowling alley rather than his office, why he chooses his few friends with such care--chief among them MCA head Lew Wasserman, Bill Haber, his former agent at CAA, and now Sumner Redstone--and why he continues to look to the public as the ultimate arbiter of his worth. Spelling was once, briefly, an actor, and it is still the audience that he craves. As he characterizes it even now, “The worst time in my life was when ‘Dynasty’ was canceled and Variety ran that headline ‘Aaron Spelling’s Dynasty is Dead,’ ” he says in his gravelly voice. “And there were no quotation marks around ‘Dynasty.’ ”

*

It is the third week in may, a few days before memorial day but high noon in the television industry--when ratings sweeps coincide with annual network announcements of fall schedules. On the face of it, Spelling would seem to be one of the losers. In the past few days, he has learned that two series have been canceled: Fox’s “Kindred: The Embraced” and NBC’s “Malibu Shores” the latter a much-hyped clone of “90210.” And neither of his pilots, “Wolf Pack,” a detective drama for CBS, and “Bullet Hearts,” a cop show for Fox, have made the schedule. With “Savannah” his only hit since “Melrose Place”--and even that series, together with “90210,” has slipped in the ratings--Spelling’s reentry into prime time appears to be stalled.

“Spelling still has no real network penetration,” says Betsy Frank, a TV analyst with Zenith Media. “He remains most successful developing programming for young, youth-oriented networks like Fox and the WB.”

But here in his office, five floors above Wilshire Boulevard, laconically puffing on his pipe, Spelling is far from downbeat. “Dick Powell, my first mentor, taught me one thing: that the only positive in our business is the negative,” he says, smoke wreathing his massive suite, the size of which, someone once said, equals “the average 7-Eleven.” “And Dick was saying that when there were only three networks, before cable, before all of it. Look, today I got a check for ‘The Love Boat.’ Do you know how old ‘Love Boat’ is? Candy found a channel where it was on five days a week, and another where it was on six days a week. I thought we were being ripped off, but then we got this seven-figure check, and I don’t mean a small seven-figure check.”

Ever since taking his company public, becoming, like Dick Clark, one of the few producers able to turn a string of hit series into its own source of capital, Spelling has known that successful television is more than hit ratings and prime-time lineups. He recognizes what the networks and studios have long known--that TV is software, able to generate streams of revenue far beyond a single night’s airing. In that light, the Spelling company’s lineup is nothing short of a smash--8,000 hours domestic and 18,000 hours internationally. With new orders for 400 hours this season--”7th Heaven,” a family drama for WB, and “Sunset Beach,” on NBC, Spelling’s first daytime soap--the syndication pipeline will be primed again, generating what Sumner Redstone characterizes as “millions of dollars in the next year alone.”

“Spelling,” confirms Jessica Reif, a Merrill Lynch media analyst, “is a cash cow.”

As a holding company, Spelling Entertainment Group Inc. also has programming from Worldvision--the company’s in-house distributorship once owned by ABC--as well as Republic Pictures, a vast library of pre-1974 NBC series as well as such films as “It’s a Wonderful Life” and “Basic Instinct.” But Spelling’s shows, a total of 3,000 episodes, are big, consistent earners. “Beverly Hills, 90210” plays in 90 countries. “Melrose Place” is shown in 80, not including domestic syndication that began on the E! channel in August. Even a series like “Models Inc.,” a failed “Melrose Place” spinoff, continues to sell in France. As John Ryan, president of Worldvision, puts it: “With Spelling, broadcasters know they are buying a brand name.”

Sitting here with his pipe and his signature “My Favorite Martian” haircut, Spelling looks as distinctive as a logo. When he speaks, leaning forward to knock the ashes from his pipe, his voice is raspy, heavy with smoke and the leavings of his hard Texas twang. It’s a sharp contrast to his non-cowboy-sized frame; his frail thinness is not quite disguised by his billowy nylon warmup suit.

Spelling points out that he has always been slight. As a child, the story goes--the youngest of five children of Pearl and David Spelling, Russian and Polish Jewish immigrants who settled in Dallas during the early part of the century--he had a nervous breakdown and spent a year in bed. As an actor during his early years in Hollywood, he played villains and losers in TV Westerns like “Gunsmoke.” “I mean, I weighed all of 118 pounds and had these big eyes,” he recalls. “I think I played every kind of dipsomaniac, sex maniac there was.”

It’s one reason that he made the transition into producing. “I was very comfortable,” he rasps, “because a producer is not in front of the camera.” Now, fame has eroded that anonymity. “I don’t know what it is, but Candy and I can’t go anywhere. I can’t even take the elevator in my medical building without a doctor asking me for my autograph.”

That anything should intrude on Spelling’s life now seems a violation of the first order. He has refused to fly since his Air Force years. With the exception of an annual trip to Las Vegas to indulge Candy’s passion for gambling, Spelling doesn’t travel. If he goes anywhere, it is by train or chauffeur-driven limousine and almost always with an armed guard. He lives with two 24-hour guards at home, the kind of shuttered existence where even his children have to sign in and out. “We’ve had letters and threats,” Spelling explains. “They’re aimed at me, but saying the horrible things they would do to Tori and Randy.”

He divides his time between his massive house in Holmby Hills, the site of the former Bing Crosby estate, where no working journalist has yet crossed the threshold--”I’m sorry about that,” he says--and his office, where he works late, editing a script into the early evening while the butler shuttles in and out with cut-glass tumblers. “Aaron can seem frail, but in business he is far from frail,” says Redstone. “I know if I call his office at 7 in the evening, he is always there.”

It is why Spelling’s work environment is less an executive suite than a den. One wall is punctuated by a row of oil paintings, landscapes mostly--”I have no idea what they are,” Spelling says absently--but the rest of the decor is family room circa 1968: photographs of Candy, Tori and Randy on a side table, an enormous fish tank built into the wall over one of the sofas, and a pinball machine Candy had custom-made one Christmas that pumps out the theme music of “The Love Boat” and “Dynasty” interspersed with family greetings: “I love you, Daddy . . . . I love you, honey.” Spelling laughs as he flicks off the machine. “The company that makes these usually does them in batches of 1,500, but Candy got him to make just two.”

One comes to realize, if one spends any time with Spelling, that a certain lack of irony colors his outlook--his views about television, children, his marriage--and nowhere is it more evident than in his attitudes toward wealth. Like all those stories about Candy clipping coupons and Tori furnishing her Wilshire Boulevard condo with flea market finds, Spelling has his own ticks. “Candy and I both like to fish when we’re out at our little--and I do mean little--house at the beach,” he says. “If we catch anything, the cook does it up and we give it to our Hispanic maid. I get a great pleasure knowing she doesn’t have to buy dinner that night.”

It is what colleagues have learned to call “Aaron’s Jesus complex,” says one former employee. “It’s contrived, but not phony.” Like the time Spelling bundled Tori and Randy into his limo and drove across the Mexican border to show them real poverty. Like how Spelling regrets that his mother, the wife of a tailor, died before seeing his house, the one with 123 rooms, the bowling alley and the fish pond. “I’d give anything for my mother to see the house now,” he says. “She’d say, ‘What, you rented this for the day? Come on, you don’t have to impress me.’ I swear to you, that’s exactly what she’d say.”

It is the same belief system Spelling brings to television. “Aaron really believes he’s performing a service with his shows,” says a former colleague, “that he is giving people an escape from the misery of their lives.” And Spelling does not disagree: “We never know what entertainment does, how it affects people, but I bet if you went down the street and asked people--not in Beverly Hills--but ethnic groups, who can’t afford to go to the theater, can’t even afford HBO, ‘What does television mean in your life?’ you’d be shocked at the answer.” *

While the common theory of Spelling’s fascination with glitz dates from his own background--”born in a house in Dallas that cost $6,000 with wall-to-wall people and one bathroom,” a story like many he recounts in his autobiography, “A Prime-Time Life” --there certainly seems to have been a business argument to such a view. From his first hit series in 1963, “Burke’s Law,” which starred Gene Barry as the debonair millionaire detective Amos Burke, to “Charlie’s Angels,” “The Love Boat,” “Fantasy Island” and even his lesser hits, “Hart to Hart,” “Hotel,” and “90210,” where a ZIP Code is the ultimate status symbol, money has been the dominant theme. “What Aaron does really well,” says WB’s Jamie Kellner, “is that whole wealthy-family thing.” Adds Joel Schumacher, who directed Spelling’s “2000 Malibu Road,” “Aaron knows we like to watch rich people fight with each other.”

The premise, evident in some form in almost all Spelling’s series, reached its height with “Dynasty” in 1981. A rip-off of “Dallas,” the prime-time soap starred John Forsythe, Joan Collins and Linda Evans as wealthy Coloradans who swapped spouses and mineral rights with abandon. Although “Charlie’s Angels” remains Spelling’s biggest hit, “Dynasty” more perfectly captured its decade. In its nine-year run, it made Joan Collins a star, made costume designer Nolan Miller a household name and helped power ABC from last to first in the ratings, capping Spelling’s domination at the network. “People used to say ‘Dynasty’ would never work,” Spelling laughs. “But I know people want to watch rich people deal with problems that money can’t solve; they want to laugh at the rich and say, ‘Yeah, you deserve it, you rich mother; yeah, you people are really sick.’ ”

But as the ‘80s waned, “Dynasty” began slipping in the ratings, especially when ABC was faced with NBC’s new powerhouse lineup headed by “The Cosby Show” and “Cheers.” ABC had acquired a new owner, Capital Cities, and TV as a whole was entering a new era. Serial drama, Spelling’s forte and the staple of the networks for more than a decade, was losing ground to the sitcom, whose rebirth NBC was the first to exploit with “Cheers.” And Spelling’s campy sensibilities were being supplanted by gritty, quirky realism that began with Steven Bochco’s “Hill Street Blues” and concluded with Edward Zwick and Marshall Herskovitz’s “thirtysomething” and even David Lynch’s “Twin Peaks.” In 1989, two years after “The Colbys,” the “Dynasty” spinoff, failed, Brandon Stoddard, then ABC’s entertainment president, pulled the plug on Spelling. “It was probably the low point of our lives,” recalls producing partner Duke Vincent. “In 18 months we’d had seven shows on the air, and within a year they were canceled. The new regime wanted to take the network in a totally different direction, but it proved a bit shortsighted in the long run, because within two years we did ‘90210.’ ”

The arrival of “Beverly Hills, 90210” in the nation’s cultural landscape has, in its six years, acquired the stature of myth: the series launched creator Darren Star (“Central Park West”), relaunched Spelling as a producer, indirectly led to the revival of Heather Locklear’s career (on the “90210” spinoff, “Melrose Place”) and made Tori Spelling (Donna on “90210”) a celebrity. It also cemented the reputation of Fox as a viable network, what Chairman Peter Cher- nin calls “a very significant development in the history of Fox.” In reality, the series had a far more prosaic, even happenstance beginning. “We’d been thinking about doing a continuous drama set in high school for some time,” says Kellner, at the time a Fox programming executive. “And we had this young writer, Darren Star, but our fear was that it would skew too young, so we brought in Aaron.”

Although a series about a group of wealthy, status-conscious students at a fictitious Beverly Hills high school was not an obvious Spelling vehicle, it did allow him to address some social issues for the first time since his critically acclaimed series “Family.” “While you’re all having fun with ‘90210,’ ” he says, “there are a lot of issues we’ve tackled.”

Whatever the merits of “90210,” however, they were not evident during the first six episodes. Like most dramas, the series took weeks for its audience to build, a scenario that was repeated two years later with “Melrose Place.” Yet with all the talk about Spelling’s comeback, the fact remains that the series succeeded on Fox and not one of the three major networks.

“Drama is what Aaron does best, but dramas are tricky for networks today because they take time to find their audience,” observes NBC’s Ohlmeyer. “Fox has the luxury of being able to live with a 10 share, something that a major network can’t.”

Indeed, Spelling’s success on Fox and his subsequent failure to land a prime-time hit on a major network raise questions not only about his current standing but also the issue that has dogged Spelling throughout his career--that he is ultimately a salesman and not a creator. It is a testament to the extent of his power that few of his former partners would speak for the record, although it is no secret that Esther and Robert Shapiro, Douglas Cramer and Darren Star have parted company with Spelling under less than amicable circumstances. “Aaron loves to take credit for all his shows, but look at the credits,” says one former partner. “Not one of them says ‘Created by Aaron Spelling.’ But we aren’t supposed to complain, because this is the man who made us all fabulously wealthy.”

“Aaron and I really hit it off,” adds Star, “but there is no question that I created ‘90210’ and ‘Melrose Place.’ ”

Those who praise Spelling, however--and the list ranges from former employees to network executives--cite Spelling’s strengths: his gifts as a storyteller, his eye for actors and his scrupulous devotion to detail, down to costumes and hairstyles. These are why, despite the failure of “Malibu Shores,” NBC’s Ohlmeyer scrapped four versions of a daytime soap, including one developed in-house, to buy Spelling’s “Sunset Beach,” and why WB’s Kellner says, “I go to Aaron first.” “Aaron is an amazing guy,” marvels Leslie Moonves, president of CBS Entertainment, which will air Spelling’s TV movie “After Jimmy” later this month. “He has the same passion as a 22-year-old on his first pilot. It’s like it’s life-or-death with him, like he had 10 cents in the bank. That’s why he’s been around for 40 years.”

That approbation of network heads nonetheless raises another set of questions, namely that of Spelling’s own retirement. His real age is much debated--some estimates place it at 76--and recently health problems have interrupted his work schedule. “I keep losing weight, so I try to eat chocolate,” Spelling says, nodding at the bowls of chocolate--M&Ms;, Hershey’s kisses, kids’ snacks--strategically placed about the office. But from Redstone on down, one quickly discovers that any discussion of Spelling’s future seems akin to second-guessing Queen Elizabeth’s reign. “Oh, I wish you’d been here on a typical day,” Spelling says, fumbling with his zippered leather pouch of tobacco. “If I were just vice chairman, I would quit in a second. But I’m crazy--I still meet on every story line, read every outline, give notes on every outline, every script. I see every rough cut.” “Will he ever retire?” asks Vincent, who seems in a better position than most to know. “Not in my opinion,” he adds. “Aaron is basically a workaholic; this is what he does.”

Even Spelling’s closest friends seem to recognize the emotional paucity of a life so closely tied to his work. “What’s he got if he retires?” asks one acquaintance. “That big, empty house and Candy.”

It’s as if, after 40 years of spinning out fantasies for the rest of us, he has mistakenly shortchanged himself. That in creating a mythic America, where Aaron Spelling remains his best creation, he is reluctant to write “The End.” Even now, when he recaps his life, the facts seem to matter less than the telling of them: that his father lost his job at Sears because Spelling directed one of the first plays written by an African American to be produced in Dallas; that he performed with the Lunts in Europe during his Air Force years in World War II; that he was the first Jewish cheerleader captain at Southern Methodist University; that he was once partnered with Danny Thomas and, later, Lucille Ball. It is the kind of life, as he says, “where if you have a dream and you pursue your dream, you may not get all of it. But even a little part of a dream, it’s better than harsh reality.”

Some say it is more than the poverty; rather it’s the remains of a more fundamental prejudice that drive Spelling. “More than just being poor, it’s that Aaron was a Jew in the South,” says one close friend. “That second-class citizenship is different from anything else in the country, and that is something he never, ever talks about.”

“I didn’t have a name in school because my name was ‘Jewbaby,’ ” says Spelling, lending credence to a final theory that, beyond the poverty and prejudice, he remains a lonely and isolated figure. His 25-year marriage to Candy, his second wife, a former hand model, has endured more than its share of gossip and innuendo--talk that it is little more than a marriage of convenience. “How about it’s just nobody’s damn business,” snaps Schumacher. “These are people who’ve been married for 25 years in a town where people can’t stay together for 25 minutes.”

Spelling’s closest relationships seem to be with his children. His house, he admits, is too big, “but Randy has people over all the time, and Tori calls and says, ‘I’m bringing four people for dinner, is that OK?’ OK? Yeah, it’s OK, it’s fantastic.” The best two weeks of his life, Spelling says, were the days that Tori spent convalescing at home after the removal of wisdom teeth. “I didn’t want her to leave,” he says, “I kept telling her, ‘You don’t feel better, do you?’ ”

Yet even Spelling seems to recognize that a morning of feeding the fish in his pond and a round of tennis with Randy do not a life make. “I guess if the kids were married . . . .” he says, letting his voice trail off. “Should I retire? Is there a reason to retire? I wish,” he says, “I had a reason to retire.”