The Lion In Sumner

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As the relationship deteriorated, Karmazin was overruled on a series of decisions. He opposed Viacom's initiating a dividend; Redstone wanted the company to pay one. Karmazin reportedly wanted to keep the Blockbuster video chain (he tells TIME it was a board decision and out of his jurisdiction); Redstone wanted to spin it off to shareholders. To no one's great surprise, Redstone, the son of a linoleum salesman, who built a national theater chain and used it in 1987 to buy Viacom (then a simple cable company with a handful of channels), got his way on both counts.

Since acquiring Viacom, Redstone has expanded it into a collection of high-profile assets, including the UPN television networks and such cable channels as BET, Nickelodeon and Showtime, in addition to radio, outdoor advertising, theme parks, Simon & Schuster, CBS and MTV. The firm had net income of $1.4 billion last year on revenue of $26.6 billion. Redstone owns 11% of it all, but through his Class A voting shares controls 71% of the shareholder vote. "I tend to do better," Karmazin tells TIME, "when I am the CEO of a public company reporting to an independent board. Viacom will always be controlled by ... Sumner Redstone."

Which adds an unusual dimension to the Freston-Moonves bake-off. Will the winner really win? The two contenders are close friends and vacationed together last year in Brazil. They're also friendly with Redstone, often dining with the boss. That's something Karmazin rarely did, which grated on Redstone, who values a family culture at work. Both Freston and Moonves say they're thinking not about who will get the top job but about how to move Viacom forward. "It's about creative energy and vision," says Moonves. "We have very little ego about sharing the turf."

Yet the two have dramatically different styles. Moonves is a tough executive who wears his competitive drive on his sleeve. Redstone, he tells TIME, is "very competitive and likes to be the best at every business, and so do I. 'You have a fire in your belly,' he has told me. And I take that as a compliment." Freston, who once ran a clothing business in India and Afghanistan, is also a brilliant manager who sometimes appears less interested in getting the top job. "At corporate events, I usually find him in the mosh pit instead of the VIP tent," says a media executive who knows him. But former Viacom president Frank Biondi predicts that Freston "will quicken to the chase."

No matter who emerges as Redstone's favorite, he may have to compete with a third candidate. Last month Redstone's daughter Shari, 50, a board member who stands to inherit her dad's stake in Viacom, said she intended to take a larger role on the board. Redstone insists that Shari will never have an "executive or operational role." Others aren't so sure. "My guess is she resurfaces in a key role," says Porter Bibb, a banker at Media Tech Capital.