CHAPTER SEVENTEEN

As we rode, I tried to get into mental fighting trim. It wasn't easy. Walton, I kept telling myself, you're too old for this kind of intrigue. And why drag this innocent woman in. You're not shuffling paper and cutting deals and then going out for a drink with the other side's counsel after you've both finished impressing your clients by shoving each other against the wall. You're about to start fooling around with guys who carry submachine guns. When you wouldn't know what to do with an Uzi if somebody handed you one. If these boys start shooting, there won't be a lot of polite inquiries concerning due process.

Tam was leaning against my shoulder, still perfumed from the bubble bath, and totally relaxed. She seemed to know what she was doing. Or maybe she didn't want to think about the risk we were taking. As for me, this Sam Spade number was definitely not part of my legal arsenal.

My thoughts, however, kept coming back to her. Tam Richardson was the first woman I'd felt this comfortable with for a long, long time. She was a mixture of tough and soft, and she was smart. What I'd always been looking for. Exit Donna, enter Tam. Maybe life was going to give me another inning.

If we both lived that long.

We'd headed uptown on Sixth Avenue, rutted with slush; at Fourteenth Street we hung a right, east toward Third. The snowplows were out, together with the salt machines, while abandoned cars were lodged in furrows of ice all along the curb. This was definitely shaping up as the storm of the year. Since most of Tanaka's staff lived in the Japanese "ghetto" up in Hartsdale and Eastchester (where there's even a Japanese PTA these days), they surely must have caught the "Orient Express" out of Grand Central before the trains got stopped dead by the weather. Certainly tonight of all nights the DNI offices would be empty. This had to be our shot. So shape up, Walton, and go for it.

While we listened to the sleet bounce off the back window, our Jamaican driver proceeded to compare New York City unfavorably with every armpit he'd ever known, as well as a few arctic locales he doubtless was acquainted with only by reputation. I finally tuned him out and began asking myself one question over and over. What exactly are we going to do if we figure out there's some kind of skullduggery afoot? Is there any way to stop them, even if we wanted to?

Probably nothing short of Congress's cracking down could keep Noda's money out of the country, and who's going to support that kind of legislation? Most solons, in fact, were hailing DNI and its Japanese billions as the salvation of America. No lawmaker was staring at the cameras and "viewing with concern" this new godsend of cash. Ditto the stock exchange. They were nervous downtown, sure, but given the avowed purpose of Wall Street—attracting money—there wasn't exactly a groundswell of sentiment against Dai Nippon's massive investments. Noda had come into the market at its darkest moment and begun shoveling in capital. How could this be anything but positive? So every time another Japanese billion rolled in and prices ticked up some more, everybody merely leapt for joy. The Japanese were coming to rejuvenate our land, cheered the Journal. Billions from the cash-rich Japanese capital markets were voting with their feet to be part of America's resurgence.

Maybe they're right, I told myself. About the only discordant voices in this chorus of hesitant hallelujahs belonged to a few op-ed sour-grape academics. I recalled one piece in particular from late last week. Who was it: Robert Reich, Lester Thurow, "Adam Smith"?

This must be how it felt all those years in Europe as they helplessly watched the invasion of American money. Has the U.S. now joined the Third World, capitalized by rich "Yankees" from the East? Now at last we realize that setting up plants here for "co-production" was merely the foot in the door. Does it matter if U.S. industry is owned by American pension funds or Japanese insurance companies? Guess not, unless you happen to care whether we still control our own destiny. America, soon to be the wholly owned subsidiary . . .

The writer was just blowing smoke and knew it. These days a harangue in the Times and a token will get you on the subway. Even Henderson was taking a new look at Noda— astounded by his market savvy. The Georgia po' boy who once summarized his own trading style as the four F's ("find 'em, fleece 'em, fuck 'em, and forget 'em") had met his match. What a play Noda had made! To Bill, my new client had acquired the aura of some omnipotent invader from the depths of space—The Creature That Ate Wall Street. His eyes glazed over whenever he reflected on Noda's masterful one-two punch. Billions skimmed inside a week.

"Tam, take a good, long look." I was pointing up into the night as we emerged onto the slippery sidewalk. "The house that Noda built. Did all of this happen since only late September?"

"Time flies when you're having fun." She slammed the door and headed for the lobby, calm as could be. Okay, Walton, you'd better toughen up too.

I rewarded our grumbling cabbie with a vulgar tip and watched the vehicle slowly roll off into the sleet, tires crunching, to end another of those passing New York intimacies so vivid yet so forgettable.

As it turned out, lobby security was a breeze, since yours truly had approved the application of the night guard personally right after DNI took over. Eddie Mazzola, blue uniform and grasping a Styrofoam cup of coffee, glanced up from the Sunday Daily News, his face generic Staten Island.

"What brings you out on a night like this, Mr. Walton? Nothing wrong, I hope?"

"Do me a favor, Eddie. Burn this place down. We'll split the insurance and both retire to Miami Beach. Who needs New York?"

He concurred the idea had merit. I then went on to mention that we'd just come from uptown; Dr. Richardson here had forgotten some kind of gobbledygook up on twelve, and we wouldn't be a minute.

"Tell you the truth, Eddie, my fingers are too damned numb to bother signing the visitor's book."

He saluted and returned his concentration to the Knicks' perennial slump.

We took the night elevator up, and somewhere around the time we passed the ninth floor, we managed to settle on a story. Noda, we would say, had called Tam and asked her to hurry up a special report on one of the firms for Monday. We'd just left a dinner party on the East Side, thought we'd drop by and pick up some printouts since she wanted to work at home tomorrow. Shouldn't be more than a minute.

As the number above the door hit twelve, I tried to remember how to pray.

In the hallway we waved at the TV eye and the steel door opened. Standing there was Shiro Yamada: cropped hair, trifle burly, gray uniform. One of the regulars. He shifted his Uzi as we came through. Then he recognized Tam and bowed low.

By the wildest of good fortune Yamada only spoke Japanese, a linguistic limitation that turned out to be crucial. Tam began by observing the niceties: she commiserated with him about the weather, the late hour, would the next shift be able to get through and relieve him. He was all bows and deference and hai, hai.

Finally she worked around to why we were there, almost as though that were a nuisance and the real reason had been to drop by for a chat. By the way, she added, there were a couple of things she needed from her office. She gave him the story.

Yamada listened, bowing, hai, hai, then sucked in his breath to demonstrate we'd presented him with a serious conflict of obligations—which for a Japanese is the most disturbing prospect imaginable. This situation entails great difficulty, he said, drawing in more air through his front teeth. Honto ni muzukashii desu.

Muzukashii deshoo ka? Enquired Tam. Difficulty?

Hai, so desu. Yes, and he was deeply apologetic. Lots of sumimasen, very sorry.

At first I thought he just hadn't bought the story. But then it turned out that there were these rules, you see. No one was allowed on the floor weekends without a pass signed personally by Tanaka-san. He glanced at his watch. It was nearly two A.M. More heavy intakes of air and muzukashii’s. Of course the honorable Dr. Richardson-san, being an honorable director herself, should be able to come and go as she pleased, but the rules . . .

He seemed to be pleading with Tarn to help him find a resolution for this towering dilemma.

"What's the problem, Tam?" I enquired, sotto voce.

"No fucking pass."

After an extremely awkward pause a light bulb clicked on in my simple mind. With great theatrics I suddenly slapped my own forehead, gave Tam a tip-off in English, and began rummaging my pockets. When we left the house I'd grabbed an old topcoat, not worn since that rainy night I met Noda, and in it somewhere was . . .

She started explaining that Walton-san may have brought the pass with him and merely let that fact slip his mind.

Then I felt what I was looking for, in the bottom of the inside pocket. Noda's meishi, his business card, complete with the English note scribbled across the back.

"How stupid of me," I apologized. "Had it all along. Noda- san's 'top priority' pass. He gave it to me only yesterday."

Yamada took the business card and studied it with a puzzled look. What did this have to do with anything?

That's when I impatiently turned it over and pointed to the English scribbling on the back. Noda's initials, I groused, right there at the bottom.

"Hai, wakarimasu." He understood that Noda-sama surely had written this, but so what? It wasn't the official form that the rules specified. More muzukashii.

Noda-san was in a rush, I apologized again. Didn't have time to locate the regular form. Tam passed that along in better Japanese.

"Soo desu . . ." Yamada thoughtfully agreed that such oversights sometimes happened. Everybody knew the big daimyo had a tendency to override official channels. He shifted his Uzi uncertainly.

"Noda-sama insisted I finish this report by Monday," Tam stressed. "We should only be a minute."

Yamada scrutinized the back of the card a moment longer, holding it up to the light. What was he going to do?

Finally he handed it back, bowed reluctantly, and looked the other way. It was a go.

"God, that was close." Tam closed the door behind us and clicked on the lights. "You don't know how lucky we were. If Morikawa had been on duty tonight, forget it. He'd never have bought that cock-and-bull routine."

About a dozen computer workstations had been installed

on twelve to link up with the mainframe and data center on eleven. As we moved quickly past the sleeping screens, blind eyes staring vacantly into space, there was an eerie, ghostlike abandonment to the place, all the more so because of its hectic motion during regular hours. The phantoms of regimented analysts seemed to haunt the rows of empty desks. Tam remarked she'd never seen it like this: the nerve center off duty. Only the storm of the decade, together with two A.M. Sunday morning, could create such solitude. It took God to shut down Dai Nippon.

"Okay, time to move fast. Let's hit Mori's lair." I was whispering as we neared the corner office. Ahead was the closed door, solid oak. I took a deep breath and reached for the knob.

It was locked.

"No dice." I looked around at Tam, who was still wearing her lamb coat, gray against her dark hair, sleet melting on the shoulders.

"Let me try." She gave it a twist. Nothing. "I don't suppose we'd be very smart just to kick it in. Though that's what I feel like right now, after all our trouble." She turned to me. "Maybe there's a key somewhere in Noda's office? Think there's a chance?"

"Could be." I was rummaging my pockets. "First, though, let me check something."

I pulled out a ring and began to flip through it. "I ended up with a master, courtesy of the RM&S floor manager that day they turned in their keys. Now, if this internal door lock hasn't been changed yet, maybe . . ."I selected one and kissed it for luck. "Here goes."

The key, a large silver model, was resistant, the way masters always are. Undeterred, I wiggled it forcefully, and slowly it slipped into the knob. A couple of jiggles more and the thing began to revolve under my hand.

We emitted matching sighs of relief as Tam shoved the door wide and reached for the light switch. "Now I've got to regress into the past. A lot of their reports are in Japanese." She went on to explain that although she could read the kana syllabaries easily enough, she'd forgotten a lot of the kanji ideograms. She could piece together enough to work through a simple newspaper story, but heavy technical prose was always tough.

She quickly sorted through the papers piled in neat stacks

atop Mori's desk, but who knew what most of them said? Nothing looked like my stolen list. Next she checked the drawers of the desk. One contained a heavily marked printout; the others, nothing.

Time was ticking. If Yamada decided to make the rounds, no quantity of creative fiction would save us.

She quickly grabbed the printout. At least we had one item that might give us something. What, though, we still weren't sure. Nothing resembled the page I'd lifted, but locating that document now appeared increasingly like a long shot anyhow. Guess everything seems easy till you actually try doing it.

Where else to look?

I glanced around the room, wondering about the file cabinet. Probably locked, and besides . . .

That's when I saw it. On a side table next to some technical books was an item we'd both failed entirely to notice. A large leather attache case.

"Tam, I think we've hit pay dirt. Check that out. Do you suppose she could have forgotten it last night when they shut the place down?"

"Maybe she didn't need it. Anything's possible. I remember seeing her carrying it around yesterday afternoon."

"Well, could be this is our find." I lifted it . . . and realized it was empty.

"Shit." I slammed it down, and just then detected a faint rattle inside. Hold on a minute.

I carefully shook it again and listened. "Tam, there's something in here."

"I vote we take a peek."

Which is what we did. No harm, right? I mean, the darned thing was just lying there. No "break and entry."

Guess what was inside. Not paper. Not a MITI report. Not lunch. Nothing in fact except for a shiny little compact disk, a CD.

"What the hell is this doing in here? Did she bring along some Beach Boys?"

"Matt, that's an optical disk, a CD-ROM." She suddenly seemed very pleased.

"Huh?"

"Compact disk, read-only memory. Except this one looks to be erasable and writable. This is the latest thing in computer storage technology." She held it up to the light, which reflected a rainbow of colors off its iridescent surface. "Maybe we've found what we came for. Let's take it and go."

"Is this like the CDs in record stores? The ones you play back using some kind of laser gizmo?"

"Same technology, only this is for text and data, not music. These can hold five-hundred megabytes, about one hundred and fifty thousand pages."

"Then I have some disquieting information to impart. I saw somebody come in here one day after shopping at Tower Records, and a CD he'd bought tripped the metal detector out there in Yamada's anteroom like he was wearing sleigh bells. Down inside this shiny plastic must be aluminum or something. We can't take it out." I turned it in my hand. "And besides, what would we do with it anyway? Stick it in a Walkman and listen to all the little digits spin by? In hi-fi?"

"I've got a reader at home . . . but wait, there's a better way." She lifted it from my grasp and headed out onto the floor. "Ever hear of computer crime?"

"In passing."

"Good. Then what you're about to witness won't shock you."

I watched as she kicked on one of the NEC desk stations and loaded in a program. Next she walked over, flipped a switch on a little box, and a drawer glided out. In went Mori's shiny disk. Another button was pushed, the drawer receded, and the disk was spinning silently.

Well, I thought. You want peaches, you shake the tree, right? Maybe she's about to kick hell out of the orchard.

"I'm going to dump this into the memory of the mother ship downstairs." She did some fiddling, then typed in her password to sign on the mainframe on eleven. "Beam us down, Scottie." In moments she and all those silicon cells below us were beeping away at each other. She didn't look up, just kept typing away, the hollow click-clack that's become the signature sound of our computer age. Finally she leaned back and breathed. "Okay, it's reading the disk. After it's in memory down there, we can pull up the contents here on the screen and see what we've got."

I don't know how long it took to read the thing. Probably no more than a minute or so, though it seemed forever. Finally something flashed on the screen and told us the disk had been dumped. Tam took it out of its little player and passed it to me.

"Here, put this back in her case. While I start pulling up the file."

I'd just finished snapping it shut when I heard an expletive from out on the floor that would not be judged suitable for family audiences.

"Watch your language."

She was sitting there staring at the screen. Finally she turned and looked at me. "So close, yet so far. It's encrypted'."

"It's what?"

"Come and look."

I did. On the screen was a mass of numeric garbage. What was this all about?

"Matt, when this disk was written, whatever went on it was scrambled using some key, probably the DES system, the 'data-encryption standard.' It keeps unauthorized intruders like us from snooping."

"How does anybody read it?"

"A decrypting key must be in the hardware down on eleven. But we can't get through to that level of the machine without an 'access code.' Which we don't have."

"Very smart. The electronic keys to the kingdom." I watched, wondering all the while what Yamada was doing out there. Should I blunder out and chat him up with my Berlitz Japanese, just to keep him occupied? The clock above the door was ticking away.

"Tam, why not just try activating the key using your own password as the access code? Maybe it'll get you into that level on the mainframe."

She gave it a go, without much enthusiasm. Predictably the message came back, 'ACCESS CODE NOT RECOGNIZED.'

"Well, try some others." I was grasping. "Hit it with 'NODA' or 'MORI.'"

She did, but after both were rejected the workstation suddenly signed off. Click, out of the system.

"What's happened now?"

"More bad news. I forgot the mainframe is programmed so that you get three tries at a protected code and then it breaks the connection. That's to keep crackers like us from sitting here all day and running passwords at random. Another security precaution."

"Three chances to guess the secret word and then you're

out. Sounds like a game show." I just stood there and scratched my head. Seemed we were, to be blunt, shit out of luck. "What now, Professor? I assume there are about a hundred million alphanumeric combinations they could use."

"Close." She was clicking away at the keyboard. "So let's think a minute." She glanced back at me. "Why don't we assume for a minute that this is a MITI disk."

"Safe bet."

"So the decryptor key in the machine here would be from MITI, right, since Mori obviously brought the disk to be read?"

"Sounds good."

"You know, I was in Ken's office once, and I recall watching some of his staff playing around with the information on one of these disks. Don't know why I still remember this, but the password they used was ... I think MX something, three letters, followed by six digits. The digits were always changing, but the prefix was the same."

"So if your wild guess about this being a MITI disk is right, and the first two letters of the three-letter alpha part are still MX, that means there are exactly, what—twenty-six letters in the alphabet times a million numbers—twenty-six million combinations. We're looking for one number in twenty-six million? So if it takes, say, five seconds to type one in and try it, we're talking roughly a hundred and thirty million seconds to go the course." I glanced again at the door. "Besides which, we get kicked off after every third try. Working around the clock, we ought to have it sometime about, what, 2001?"

She glanced back at the screen, then suddenly whirled around, a funny look on her face. "What do you have in your office?"

"What do you mean?"

"Don't you have a PC downtown?"

"Just a little IBM AT, 512K. And also a Mac, a toy I use to draw cutsey-poo pictures now and then and do covers for reports."

"How about a telephone modem?"

"Built in. How else could I handle all that trading?"

"And it's up?"

"The IBM? Never turn it off. Little twitch left over from playing the Hong Kong exchanges. Habits die hard."

"Okay, I'm going to try and use it to crack the code in DNI's mainframe."

Honestly, for a second there I thought my hearing had gone. "My little IBM against that monster? How, forchrissake? There're twenty-six million—"

"We'll have to do something not very nice. Since the Japanese aren't used to hackers, those bearded malcontents in firms who screw up business computers for spite, these workstations aren't buffered off sensitive parts of the system. We are now going to exploit that trust in Japanese culture. We're going to organize these terminals, hook them to your computer, and then direct that network against the mainframe downstairs. Something no Japanese would ever dream of doing." She got up and went down the row clicking on machines. "There's a list of names in my office, there by the phone. Can you bring it?"

"Coming up." I fetched it. It was a temporary "phone book" of the staff on the floor. She took the list and went back down the line of stations, typing something on each keyboard.

"What are you doing, Tam? This is crazy."

"It'll just take a second. Everybody here has a password to sign on to the mainframe, but it's just the name of the person." She came back to the first workstation. "Now the mainframe thinks ten people just signed on to the system. We'll use these terminals to try access codes on the main computer. Your PC will control them so that each terminal hits it with two codes and then the next one goes on line. That way we'll never get kicked off. It should get around the 'three times and you're out' filter downstairs." She began frantically typing again.

"What are you doing now?"

"We could try alphanumerics sequentially or randomly. I think randomly is probably better. It'll be faster. So I'm writing a little program for the mainframe, a random-number generator. It'll start making up random access codes of MX followed by a letter and six digits and sending them to your PC downtown, which will immediately feed them back in pairs to these terminals. Out one door, in another. Maybe that will fool it."

"Christ, woman, you've got a criminal mind. Is this the kind of stuff you teach at NYU?"

"What's your number downtown?" She was typing away again.

I wrote it down and handed it to her. "I don't have the foggiest idea how you're going to be able to swing this."

"That's all right. I do. Just let me get your IBM networked into these terminals here. Fortunately it's compatible, and all it's going to be doing for now is bouncing back numbers generated by the mainframe." She flipped some switches, then typed my number onto the screen. I momentarily wondered if the sleet had knocked out the phone system. It hadn't.

Again the seconds crawled by, but as soon as she'd finished her chat with my IBM downtown, the row of terminals suddenly started beeping away. Two shots, beep, the next one came alive; two shots, beep, right down the row.

"Okay, your computer is running the show now. Sooner or later maybe something will click." She punched a couple more keys, then got up.

"It's done?"

"Ready to rock and roll." She was putting on her coat. "We'll be running millions of numbers."

"Isn't anybody going to know you've pulled this?" I was, I confess, totally dumbfounded.

"Not unless they discover my little program in the mainframe downstairs. But it's just a random-number generator, something any sophomore could write. The trick is, we're hitting it with so many terminals it won't be programmed to keep track of all these little elves trying to sneak in. And when we're through we'll turn them all off using your modem downtown."

"Good God, whatever happened to pen and pencil?" I was still dazed. She'd done it all so fast. "If you can find the decryptor key and get into the files, then what? You going to dump all the info on Mori's sexy little CD down at my place?"

"I hope you've got lots of paper. Who knows what's on it." She was shutting off the lights. "Come on, let's get out of here."

"Aye, aye, Professor." I walked back, clicked off the light in Mori's office, then paused to double-check the lock.

"We came for printouts, remember. We only have Mori's." I was joining her. She glanced at the stack on her desk, then grabbed a pile and handed them to me.

"You'd better carry these. And don't be put off by my 'ugly American' routine at the door. It'll be for a purpose."

After she'd doused the rest of the overheads, we passed

through the first security door and greeted Yamada. While I fiddled with Tam's printouts, she proceeded to give him a very Japanese-style dressing down, disguised as a series of pale compliments. She reviewed all her work for Dai Nippon, just happening to mention Noda-sama this and Noda-sama that every other breath. The hapless guy sucked in his breath and bowed a lot and hai, so-ed about once a second and then sumimasen-ed some more. By the time the elevator appeared, she'd destroyed him. He'd lost so much face he'd never dare mention our visit to Noda or anybody.

About two minutes later we were out on the sleet-covered sidewalk, looking for a cab. It was a heroic effort, but eventually we were headed back downtown. Secure and holding.

Although my upstairs office was freezing, I was mesmerized watching the flashing green numbers spin on my little IBM screen. It was like playing one of those "fruit machines" at the local bars, except we were sitting there witnessing a gigantic intelligence turned against itself, searching for the crack in its own armor. There was something ironic about the fact that the Japanese were such a homogenous, disciplined people they didn't need vast arrays of American-style safeguards to keep crazies off their computers. Unfortunately for them, they weren't expecting a couple of American criminals with no such scruples.

By four A.M. we had watched three million random numbers tried; by first light we were up to six.

"Tam, I'm beginning to get this sinking feeling MITI must have changed the prefix." I was bringing a new pot of coffee, half staggering up the carpeted stairs. "Or maybe we should have done it sequentially."

"Maybe, but that would mean wasting a lot of time on numbers that are improbable. This is our best chance." She poured another cup of java while I just stretched out on the floor. "Damn. I wish I could remember what the other alpha was. MX what? That could save us days."

"We don't have days." I closed my eyes. "Try hypnosis."

She sat staring at the screen for a few moments, then slowly wheeled around. "I know why I couldn't remember it. It was a repeat. Matt, it was X."

"Go with it."

"Hang on." She did some quick typing and hit the play

button. Her face was showing the strain, but I loved her looks. What a champ. We were together; us against the beast. Unfortunately, though, the beast was still ahead.

At seven-thirty Ben roused himself and lumbered expectantly up the stairs. With a silent curse I put on my boots and took him out for a stroll on the ice. He hated it. When we came back, I decided to give up and crash. Come on, this was insane, a billion-to-one shot and we didn't even know what the prize was at the bottom of the box. We were getting nowhere. MITI had changed the code and screwed us. Fortunately, however, I heroically vowed to try and stay awake till eight A.M. That was it. The end.

At exactly 7:49 the numbers abruptly stopped. "ACCESS CODE MXX909090 CONFIRMED—DECRYPTOR KEY ACTIVATED." Confidential MITI memos started scrolling in orderly green clumps up the screen.

"My God, Matt, turn on your printer."

[CHAPTER EIGHTEEN]

"Jack, doing anything today?"

"Walton, what in hell . . .?"

Jack O'Donnell and Joyce Hanson had been working through the ten-pound Christmas catalog known as the Sunday Times—she was up to Arts & Leisure and he'd advanced as far as Business—when my call interrupted their mutually agreed-upon vow of silence. Now that her apartment in the West Seventies had become Jack's weekend hideaway, his escape from phones and conferences, the number was as carefully guarded as a Minuteman launch code.

The time was shortly after noon. He'd just braved a foot of snow and sleet to retrieve the paper and a couple of fresh croissants, while Joyce was still recovering from a two A.M. session editing a speech one of his staffers had drafted for some

ILGWU holiday blowout the following week. Since he was still chewing over Noda's ominous phone call, wondering what to do, the last person on earth he wanted to hear from right now was Dai Nippon's lawyer, even if it was me.

"Feel like coming down for a Bloody Mary? An academic lady we both know is here, and we've happened across something you might find interesting. Very interesting."

"Care to elaborate?"

"It's a little complicated, Jack. How about coming down?"

He glanced out the frosted kitchen windows, puzzling what in blazes was up, then finally agreed.

"Keep the coffee hot."

"You've got it."

Joyce claimed to be unamused, though in truth maybe she wasn't all that heartbroken to have the place to herself for the afternoon. He grabbed his coat and said don't throw out The Week in Review.

The streets were now at a standstill, so the prospect of finding, let alone traveling in, a taxi was implausible in the extreme. As a result Senator Jack O'Donnell shared the Broadway local with several hundred of his lesser-heeled constituents and finally managed to get down to Sheridan Square, from which it was only a few mushy blocks over to my place.

Ben greeted him at the door with me not far behind, doubtless looking as if I'd just stumbled in from a three-day forced march. Without a word he passed over his coat, then followed me downstairs where Tam was still going through the line of printouts spread across the dining room table, translating onto one of my yellow legal pads.

I pointed him in the direction of the coffee urn stationed in the kitchen. He poured a cup, then came around and plopped down on the couch.

"Walton"—he sampled his brew, then set it down—"you're not going to believe what your goddam client did Friday. Swear to God, your man actually threatened me, the bastard, a not-too-subtle warning to back off."

"Jack, that's small potatoes." I straddled one of the dining room chairs. "What would you say to a possible play by our friend Matsuo Noda that makes Pearl Harbor look like a gesture of Japanese-American solidarity?"

"Two days ago I might have thought you'd been smoking a controlled substance. Now, I'm not so sure."

"Well, we're still piecing it together. I don't think anybody could even imagine what's really afoot. One thing's for sure, though—this is big." I paused. "It might even be that Noda is somehow fronting for MITI, though I'm still not totally convinced."

I'd been turning that possibility over, but I somehow couldn't buy it all the way. Wasn't Matsuo Noda's style. He was a loner.

"MITI?" He looked at me. "That's government, right? The Ministry of . . ."

"International Trade and Industry. Japan's 'War Department' for trade."

"Yeah? Go on."

"Listen. All Noda's talk about helping American industry? Of course it's bullshit. But I think it's just half the bullshit. What we suspect is, he's buying a little of everything so nobody will figure out their real agenda."

"You'd better back up and take this from the beginning."

"Wait a minute." Tam got up and started the turntable. Mendelssohn was still on the platter. Maybe we were taking too many precautions, but she still nursed the idea we might be bugged.

With the music cranked up to "8," we proceeded to give Jack a quick summary of how the stack of memos on the table had come into our hands. In a way, though, they raised as many questions as they answered.

"Jack, nothing here is spelled out in detail. We have to take everything and sort of rotate it by ninety degrees to see how Noda fits in." I walked over to the table. "Tam, where's your translation of that one by what's-his-name . . . Ikeda?"

"Right here." She handed it to me.

"Here, Jack, start with this. Just to get up to speed on the background."

He fumbled in his pocket, retrieved his bifocals, and began to read the yellow sheet.

OPERATION MARKETSHARE - 90

Internal Memo No. 22

From: Hiromu Ikeda, Deputy Minister of Industrial Technology Sector, Ministry of International Trade and Industry

(MITI)

Subject: SUPERCHIPS

World dominance in semiconductors will provide the basis for Japan's control of the global information industry by the turn of the century, which will be the key to our economic leadership and military strength. The critical path to achieving this lies with the coming generations of semiconductor technology—the submicron, giga-scale superchip. Accordingly, the objectives of Operation Market- share - 90 in the semiconductor sector should receive the highest possible priority. Areas of research should include semiconductor-grade polysilicon, silicon wafer production, ceramic packaging, quartz photomasks, X-ray lithography, supercooled Josephson junction circuits, and optoelectronic chips for optical switching. R&D should also be focused on digital signal processing, application-specific integrated circuits (ASICs), specialized dynamic random access memories (DRAMs), very large-scale integrations (VLSIs) for supercomputers . . .

"Walton, I can't make heads or tails of this gobbledygook." He tossed down the sheet. "What's this all about?"

"What it means"—Tam spoke up—"is that Ikeda has targeted every emerging area of semiconductor research. Everything. A clean sweep. If he succeeds, sooner or later nobody else will even be able to make the really advanced chips. A few more years and America joins the Third World."

Jack looked a little skeptical. Truthfully I found her extrapolation somewhat fanciful myself. But then, who knew?

"Tam, how about showing Jack that other memo? You know the one."

She didn't say anything, just turned back and sorted through the stack of yellow pages till she had it. Out came Jack's glasses again.

OPERATION MARKETSHARE - 90

Internal Memo No. 37

From: Kenji Asano, Deputy Minister for Research and Planning, Ministry of International Trade and Industry (MITI)

Subject: CURRENT STATUS OF R&D

This office has now completed its review of the recent survey of research and development (R&D) by Japanese firms compiled by the Science and Technology Agency, the results of which are the subject of this memorandum. Of the companies surveyed, 70% maintain that their research is equal or superior to that of leading firms in the U.S. and Europe, although only 18.2% consider themselves in unchallenged top position. Furthermore, the remaining 30% believe their research is inferior or lagging behind the West (ref. to Table 1). Of those who reported inadequate R&D in high technology areas, the following reasons were given . . .

"Whoever wrote this is just poor-mouthing." He flipped on through the sheets, then looked up. "Saying he needs more money for basic research. I hear this kind of stuff all the time. Hell, Japan already spends nearly twice what we do per capita on nonmilitary R&D. What does he want?"

"Keep reading, Jack, and you'll see that the main R&D he's pushing is in computers and semiconductors. It ties in exactly with Ikeda's targets. This is backup consensus for the big drive."

"You still haven't told me anything I didn't already suspect." He tossed the pages onto a side table. "So how about answering a few less-obvious questions?" "Shoot."

"First off, what's this Operation Marketshare - 90 all about?" He took off his glasses and pocketed them.

"Jack, remember the famous Hitachi directive that got loose a while back, the one on how to market their 256K memory chips, ordering their salesmen just to keep underpricing American manufacturers till they had the sale, loss no object. According to Henderson, by the time the International Trade Commission got around to convicting them of dumping, they'd demolished America's domestic industry and nailed down ninety percent of the market."

"Ninety, you say. Well, that's getting to be a familiar number." He slumped back against the sofa. "Out of curiosity, what's included in this MITI Marketshare - 90 operation?"

"Computers, of course. But also pretty much everything in high tech where the U.S. still has a leading position—from biotech to aerospace. These guys don't think small."

I gave Ben a pat, then pulled Mori's printout around, going on to explain that we'd come across it in the drawer of her desk. It was, I added, obviously some kind of special computer sorting of the firms DNI was targeting. The categories in the sort were a breakdown of high-tech areas, with individual firms listed underneath, together with a summary of their research expenditures.

"Take a look. First, notice that this printout has been sorted and converted into this list here." I placed it alongside the page I'd found in the Xerox machine. "Voila, they're identical."

"So?"

"Okay, now compare that list with the R&D areas targeted in Ikeda's memo." I laid Tarn's translation down next to Mori's pages. "See? Everything on Ikeda's MITI wish list for research in semiconductors is now being done by the American outfits named here in Mori's sorting, which is the latest revision in DNI's acquisition program."

"What are you getting at?" He looked it over.

"It's a pattern." Tam spoke up. "These new buy-ups cover Japan's last remaining shortfalls in R&D. I spotted it right away. But what I didn't realize till we got these memos was that the areas covered by Mori's companies exactly dovetail with MITI's goals. I probably wouldn't have noticed it without her sorting. Mixed in with all the other companies Noda's buying, he's targeted those that fill the gaps in MlTI's semiconductor push."

Jack looked at us quizzically. "Are you telling me MITI's behind Noda's program?"

That's where Tam and I parted company. She argued it was obviously a MITI play: why start from scratch when you can just buy what you need? Sound business investment. For some reason, though, I wasn't so sure. Somehow that explanation seemed too simplistic. Unfortunately, however, there's a law in science or somewhere that says you should always pick the least-complicated theory that fits all your data. Hers appeared on the face of it to address the facts perfectly. Except for one unknown: if Mori did "accidentally" feed me the sorting that blew the whistle on Noda's design, why?

"I think this has to be what the buying program on this list is all about," Tam answered. "He's taking over firms whose R&D coincides with MITI's targets. Matsuo Noda has been put to work simply acquiring what they need, but to make sure nobody suspects the real agenda, he's worked up this elaborate 'management assistance' story, buying all kinds of companies." Her voice was bitter. "The next step will be to set up joint ventures between these firms he's bought and their counterparts in Japan. Then all American R&D would be shared."

"Which means"—Jack's face began to redden—"that since we always seem to lose out when it comes to commercializing what we invent, the U.S. ends up becoming one big think tank for Japan in the twenty-first century. We do the research, and they manufacture and market. They pick our brains and then cash in on it." He turned back to Tam. "Do you really think it was Noda who planned all this?"

"I wish I knew what to think." Her voice grew hesitant as she continued to stare down at the memo. "It's hard to believe Ken would do something so unethical—especially a grab like this—when I'm sure he's convinced Japan ought to be advancing its own R&D."

"Ken? Who's—"

"Did you see who authored that second memo?" She pointed to the name.

"Kenji Asano is apparently a close friend of Dr. Richardson's," I broke in, my tone unnecessarily sharp. "Unfortunately, he seems to be an even closer friend of his cronies at MITI."

Tam didn't respond, just sat there looking betrayed.

"Matt, let's be constructive here." Jack walked over and shook the coffee pot, then sloshed the last dregs into his cup. "We damn well ought to take some kind of action."

"That's why we wanted to talk to you." Tam came back to life. "Do you think you could leak something about this? Maybe to the Times?"

"And say what?" He laughed, a little sadly. "That I've happened across a set of secret MITI memos that bear a coincidental similarity to some stolen DNI printout? Don't think that's exactly 'Fit to Print.'" He frowned. "But I'm glad our Mr. Noda has finally let slip his true intentions. I never believed all that pious malarkey about propping up American industry." He snorted. "The man gets a few suckers like you to help him destabilize our bond markets, in the process of which he turns the high-tech sector of American industry into a bargain basement for MITI."

Tam sipped her coffee, maybe trying to act as if Jack's comment hadn't stung her the way I suspected it did. I decided to try and handle her defense.

"Jack, hold on a second. You've got to admit that a lot of these outfits Dai Nippon is buying are currently on pretty thin ice. If somebody doesn't come in here and help run them right, they're probably headed offshore anyway."

"We're not talking about first aid now, Walton. We're talking about Matsuo Noda taking over the most strategic segment of our economy after pulling the biggest scam in the history of world finance."

"That looks to be the story." I watched his cheeks redden with frustration. "So what do you propose we do? There's no law against foreign investment. Securities exist to be bought."

"Well, dammit, Matt, we've both seen enough by now to realize this Noda genius is up to no good. We've got to stop him."

"Couldn't agree more. So why don't you just arrange to have the SEC shut down trading in every stock DNI has in its gunsights."

"You know that's out of the question."

"Exactly. So what legal remedies are there? How do you squelch a takeover program that's not even against the law?"

"That's your specialty, counselor, or so I hear."

"Jack, be realistic. We can expose this thing, maybe even try and lean on Tokyo to back off, but aside from shutting down trading there's no legal way to actually stop Matsuo Noda from buying whatever he likes. You can't shut Japanese investors out of Wall Street. There'd be a riot downtown. We're talking about the open market here, not some inside deal."

"Forget legalities." He scowled. "Tell me how your damned corporate raiders go about shenanigans that don't quite match the letter of the law."

"Jack, I've officially quit the business. Retired. Guess you hadn't heard."

"That's what you think. You just got un-retired. As of this moment. Now give me one of those high-priced consultations you're so famous for."

"For you, Jack." I looked him over. "One last play. Trouble is, there's not much that's do-able, at least on short notice."

"You say 'not much.' Which means there's something."

"Well, one possibility might be to try and slow him down

some, make him think twice, say, by punching up the prices of the stocks he's aiming at. Make them less of a bargain."

"That's a start."

"Not much of one."

"Well, how could it be done?"

"Since you're such a Boy Scout, Jack, you probably won't like what I have in mind. This one's not exactly in the rule book."

"Try me."

"Okay, it's a long shot, and we'll definitely need some help. If we're going to tinker with the market, then we have to have somebody Wall Street trusts. And also somebody who's got a lot of money to play with, short term."

"Sounds like our mutual friend from Georgia."

"Well, Henderson can play the Street like a symphony. What I'm thinking of involves tricking the smartest guys around, the 'risk arbs.' We'd need to suck them in. If anybody can do it, he's the man."

"Then I say let's give him a buzz."

"Fine. Why don't I get him on the squawk box so we can all listen in." There beside the couch was an old conference phone some client once gave me as a Hanukkah gift. At long last it might be good for something.

The risk arbs, by the way, are the risk arbitrageurs, those speculators who live with one ear to the ground. The minute they hear word, inside or otherwise, that a company is "in play," meaning it's a candidate for a possible takeover or merger, they immediately grab up and stockpile huge blocks of its publicly traded shares. Then they sit back and pray for a bidding war. Since company A has offered so much a share for company Z, maybe company B will step in and offer more. Or maybe company Z itself will outbid them both and offer even more in a stock buyback. They're the hyenas of the hunt, getting plenty of leftovers no matter who ends up buying Z. Besides, they don't really care anyway. They're not investing in American industry, they're laying side bets.

Tam and Jack settled back while I punched in Bill's number.

The doctor was in, and after a few profane formalities— tempered when we informed him of a female presence—he listened with uncharacteristic attentiveness. I gave him an

update, concluding with the view that we ought to try heading off MITI's presumed play.

Henderson, despite his admiration for Noda's style, didn't take kindly to the possible buy-up of America's remaining R&D in semiconductors, a specter that coincided all too closely to his own fable about how MITI had already eaten one segment, memory chips. I decided to start by seeing if he and I were on the same wavelength concerning countermeasures. Without tipping him to my own idea, I asked what he thought could be done.

"Tell you, it won't be easy. One thing, though, we could maybe try and scare 'em off with a little brushfire."

"Try that in English, Bill," Jack interrupted.

"Don't know, maybe a few hot rumors could hit the Street . . . mergers, takeovers, your usual quick-buck action. Say a few of the CEOs of these outfits on Noda's Christmas list had a little powwow, a 'secret' meeting everybody manages to hear about, and supposedly talked about gettin' themselves bought out. Naturally they'd deny everything on the Evening News, which in itself will tell the Street we're talkin' wedding bells."

"Is that really going to do us any good?" Tam was talking to the box.

"Afternoon, ma'am. Liked that last book of yours a whole lot. Hope you're keeping them boys sober." I could almost see Henderson turn up the charm, sculpting a voluptuous, horny divorcee in his ardent imagination. Tam, to my surprise, was not totally immune to his Georgia sweet talk. She sort of smiled to herself as he continued, "But to answer your question, a takeover rumor can do marvels for your stock price. What happens is the 'arbs' come in, snapping up blocks of stock and holding them, just in case. It can take a lot of securities out of circulation, at least short term. So if we could get the arbs to chasing those companies on Noda's list, they'd give the Japs a little competition. At the very least it'd kite the market, hurt their pocketbook."

"Bill, that's why we wanted to call you. How about putting your finances where your flag-waving is? Be an arb yourself for a few weeks. Lead the herd. Start picking up some blocks of stock and shooting off your mouth a lot about your 'inside' information. I'll even kick in my modest retirement fund to help the action."

"What if somebody pulls the rug out from under us? Shoots the whole thing down? We'd be left holding all that stock we'd bid up. We could lose our shirt."

"Then protect the downside by buying puts. I have full faith you'll think of something. Come on, Henderson, be a market maker. You've got the credibility. All you have to do is set a spark to this, then we'll quietly head for the sidelines to make way for all those investment-house yuppies who love to shoot craps with their clients' money."

"Have to be a quick in and out for damned sure. This hot-air balloon won't stay up for long." He paused, clearly not wild about the idea. "Tell you what, though, maybe if we had a real good story."

"Ideas?"

"Well, how about this? Maybe we've just heard on the grapevine that those outfits on Noda's play list have started a little 'white knight' talking. And since this is just speculation, we might as well think big. Know who I mean?"

"The pride of Armonk."

"Give that man a gold star. We both know IBM headquarters ain't talked to nobody but God since Watson outgrew his short pants, so it'd be weeks before they'd stomp on some horse-pucky rumor about how they were looking into saving whatever's left of the chip business here. Just covering their ass, we'll say. Friendly mergers. No poison pill stuff."

"That's exactly the kind of specious 'supporting detail' that always triggers the Street's greed." I concurred. "Offhand I'd say that sounds just about perfect for tomorrow's hot tip on the Exchange floor."

In truth it did seem like a workable first draft of an idea. No law against deep background sources that turn out to be 24-carat bullshit down the road. The antitrust implications would be front page for a couple of days, but since the administration adhered to the 'see no evil' school of regulation, that angle wouldn't impress the smart money. America starts thinking big, chucks the myth of garage entrepreneurs, and staves off Japan using a dose of MITI's own medicine. IBM rides in to rescue what's left of Silicon Valley. It might just make Matsuo Noda back away. He'd learn America could play hardball too.

We told Bill to take the rest of the day off. Jack was, I can report, noticeably encouraged. Tam also. For my own part I just crashed, with a few wistful reflections on my rocky

non-seduction. But if we pulled off our little scam, she might be more inclined to take me seriously.

As Shakespeare said, Lord, what fools these mortals be. I realized the true extent of Matsuo Noda's reach on Monday, just after noon. I was still home when Tam called from the office uptown to inform me of the latest developments. I was so busy on the phone just then, planting merger rumors with a few friendly columnists, that I was almost annoyed to take time out for her call. However, she quickly captured my attention.

First, the revisions on DNI's acquisition program were in full swing. Noda had started purchasing those healthy semiconductor outfits on the new list.

Then she went on to say that an additional set of buy orders had just gone out over the wire. Noda had been on his satellite hookup to Tokyo all morning, and he'd now finalized official authorization for a minor expansion, so to speak, in DNI's program. Apparently Tokyo had agreed with him that his portfolio should include a certain high-grade issue to achieve better overall "balance."

She didn't say much more, for obvious reasons, but we both had a strong hunch what must have happened. If anything was bugged, for chrissake, it wasn't my apartment. That's B-movie stuff. It had to be my phone.

Matsuo Noda had just kicked off a new buy program to the tune of three and a half billion. For what? More high-tech stragglers? Not precisely. One company, and in an amount intended to stay safely just below the Securities and Exchange Commission's Form 13-D mandatory reporting. Twenty-five million shares of IBM, roughly a full four percent of Big Blue.

It was a massive variation of the "Pac-Man" takeover defense: you eat anybody you think wants to eat you. Noda's message to us was loud and clear: he could buy the USA anytime he wanted. Dai Nippon was unstoppable.