For years, the elephant in the room whenever Hollywood turns its attention to talent agents has been the mighty CAA. In the 30 years since five agents -- Mike Ovitz, Ron Meyer, Rowland Perkins, Mike Rosenfeld and Bill Haber -- defected from the then-dominant WMA, CAA has grown into a Borg-like monolith, gobbling up so much top film talent that resistance is futile. "You've got to get along with CAA or you're dead," one studio producer says. "They play it rough."

Through the '80s and '90s, CAA's two closest rivals, WMA and International Creative Management, steadily lost ground to CAA's fiercely competitive team work ethic. And in the past decade since Ovitz and Meyer left the agency in the hands of what became known in the industry as the agency's "young Turks" -- Richard Lovett, Bryan Lourd, Kevin Huvane and David O'Connor -- along with key partners Lee Gabler and Rick Nicita, CAA has only gotten bigger and better. "There's CAA and everyone else," one manager says.

ICM once claimed the best actress roster in town -- until CAA systematically chased down the likes of Cameron Diaz, Julia Roberts, Drew Barrymore and Sandra Bullock. When CAA couldn't land the clients it wanted, it cherry-picked the best agents in town instead, paying them top dollar. WMA's Hylda Queally brought Kate Winslet and Cate Blanchett; UTA's Jason Heyman bolstered CAA's comedy list with Will Ferrell, while UTA's Dan Aloni added Tom Shadyac ("Bruce Almighty") and Chris Nolan ("Batman Returns") to CAA's already formidable directors list.

Which is why, in the wake of a series of industry consolidations -- including General Electric's purchase of NBC and Universal Pictures, Sony Pictures Entertainment's investment in MGM, Walt Disney Co.'s pickup of Pixar, the merger of UPN and WB Network to form the CW, and Paramount Pictures' acquisition of DreamWorks -- there has been so much talk of impending agency consolidation. It seems only logical that the only way to combat industry consolidation and CAA's market share is for other agencies to pool their resources, cut their overhead and grow in size. "The only way to rival CAA is for two agencies like UTA and Endeavor to get together to create a second agency," one uber-producer says. "That's the only way they can compete."

But will it ever happen? On paper, agency mergers make good business sense, especially at a time when anxiety runs high in Hollywood. There are fears that militant leadership at the industry guilds will push their members toward labor strikes over DVD and cable residuals. Uncertainty about coming changes in digital delivery systems has forced the agencies, which are not permitted to buy production companies, to seek alternative revenue streams in branded entertainment and advertising consulting. Studio profit margins are narrowing, bringing downward pressure on star salaries. "The bottom is falling out of the $20 million market," one manager says. As asking prices fall, agents become more vulnerable. "Agents have pushed prices to a place where their clients can't get employed," a studio producer says. "They don't want to go back to their clients with a salary cut, afraid that they're going to leave."

Several agencies boast enough cash reserves to make some big buys -- among them, Paradigm, ICM and WMA, whose television and music divisions can be far more lucrative than motion pictures. In November, ICM reeled in new co-owner Suhail Rizvi, along with a cash infusion of $100 million. Merrill Lynch is backing an ICM acquisition play.

Both ICM and WMA have been kicking the tires of UTA, Endeavor and Broder Webb Chervin Silbermann. But for all the rumblings about pending combinations, including Paradigm merging with ICM, nothing has happened. No one can imagine that ICM chairman Jeff Berg is ready to give up control of an agency that reps Jodie Foster, Mel Gibson, Denzel Washington and James L. Brooks. But why hasn't Berg, who has made no secret of his desire to be acquisitive, bought anything? "These deals take time to be completed," suggests one ICM insider. "To grow the agency, we'll do what makes financial strategic sense."

Rolling up ICM, Endeavor and UTA into one super-agency to go up against CAA is "an interesting concept," one ICM agent says. "Then there are the people." After months of rumors and press reports of a merger between UTA and Endeavor, this week those talks petered out in part because of clashing cultures at the two agencies. There were too many partners, too many chiefs and too many strong personalities. "We decided, this doesn't fit," says one agency partner close to the talks. "We have a nice life with everyone coming to work. It was too much to deal with."

One look at the scrappy characters involved in such a merger makes it easy to see why some of the partners at UTA -- Jim Berkus, Jeremy Zimmer, Nick Stevens and Tracey Jacobs, whose clients include the Coen brothers, M. Night Shyamalan, Jim Carrey and Johnny Depp -- might not be ideal sandbox playmates for the hard-charging Endeavor partners including Ariel Emanuel, Adam Venit and Patrick Whitesell, who handle Larry David, Adam Sandler, Ben Affleck, Reese Witherspoon, Keira Knightley, Steve Carell and Matt Damon. "Personality gets in the way," one Paramount producer says. "There's room for a rival to CAA. They are very, very good, but what they do can be duplicated. The business need for this is overwhelming. Whoever does it will win."

Truth is, these players are among many senior agents in Hollywood who can go toe-to-toe with CAA's finest. But while ICM's Berg, Ed Limato and Robert Newman and WMA leaders Jim Wiatt and David Wirtschafter are powerful individual agents, on the movie side their agencies don't rival the depth of CAA's agents and clients. They aren't run as effectively; information doesn't flow as seamlessly.

CAA's team has been working together too well for too long. Their bench is deep. When "Doc" O'Connor isn't available to fix a problem, there's Huvane, Nicita, Lourd and Lovett (who collectively represent such power hitters as Nicole Kidman, Tom Cruise, Brad Pitt, Ron Howard, George Clooney, Steven Spielberg, Robert Zemeckis and Tom Hanks), and the list goes on and on. "That's fundamentally CAA's advantage," says one producer. "Forget the client list. Every other agency has just one or two senior people that have the experience to understand the ramifications of a deal."

While the giant CAA is a model of internal teamwork and cooperation, only the younger and smaller Endeavor, with 17 partners and 70 agents, is managed nearly as effectively, industry sources say. The other three companies are more entrepreneurial, almost feudal in structure, with most agents looking out for themselves. The real impediment to any of these rival agencies working together is the emotional blood on the floor over years of defections and brutal competition. Zimmer, Jacobs and Emanuel are among many who left ICM; Wiatt and Wirtschafter painfully broke with Berg when they went to WMA. Many of those wounds have yet to heal.

It's also tough to mix different corporate DNAs, as WMA's 1992 purchase of Triad proved: While agent Nicole David remains a WMA stalwart, colorful Triad chief Arnold Rifkin and his star client, Bruce Willis, are both long gone. WMA now represents Eddie Murphy, Ridley Scott, Russell Crowe and Tim Burton.

Some Hollywood insiders think that of all the possible combinations, WMA and UTA might work well together; Wiatt and Berkus are friendly, and WMA has deep enough pockets to compensate the UTA troops.

Competing with CAA isn't the only factor behind why agencies are eyeing each other. Greed also is a compelling motivator. "These agencies are trying to cash out and put money in their pockets," says one ex-studio chairman. "The agencies are all trying to make more money," agrees one studio executive. "But the mergers haven't happened because there isn't enough money in it, as well as the egos involved."

As long as the leadership at the other agencies remains static, many Hollywood players are putting their money on Endeavor as the one that could mount a challenge to the CAA monolith. The solution for Endeavor would be to follow the CAA model of focusing on teamwork and efficiency -- and bring in more top agents like ex-CAA agent Whitesell. "If they pick off a partner or two from the other agencies," one producer says, "the balance could shift pretty quickly. Pull over an Ed Limato and shake the power balance. CAA can't handle everybody. One defection, and the ball will start rolling in Endeavor's direction."