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As lambs to slaughter they come, pitiful men with middle-age paunches, clueless characters with bad teeth, tortured souls who have emotionally abused their wives and are now prepared to sacrifice themselves on the altar of daytime television. Just why they come seems incomprehensible: A trip to foggy Chicago in mid-March? A free limo ride? A chance to hug the entertainment empire that calls herself Oprah?

But just now, as these husbands are escorted to their seats at center stage -- their wives reassuring them that everything is going to be all right, that confessing their sins before 20 million viewers is a good thing -- Ernest, Jimmy, and Darrell, emotional abusers all, must be thinking: "I'll do anything, say whatever you want. Just get me the hell off this show."

The studio set is simple enough, postmodern in its design, with bold orange and yellow neon circles. Yet its arches and columns suggest something more classical, as if Oprah and not ancient Greece were the birthplace of democracy. Both the studio and Oprah look smaller than they do on television, but size has nothing to do with self-importance. After all, this is "Change Your Life TV," a relatively new format that Oprah Winfrey has implemented to separate herself from the likes of Jerry Springer, Jenny Jones, Judge Judy, and the rest of the World Wrestling Federation. Confession is good for the soul, not to mention the ratings.

The mostly female studio audience looks at these men with a disappointment that grows even more palpable when they're told this will not be the "Oscar nominee" show some had hoped for. No Hollywood hunks for their viewing pleasure. But the crowd bursts into applause as one of the show's staff members announces: "Dr. Phil is here today."

"This is so exciting," says a curly-haired "stay-at-home mom" from Chicago who knows "Tell it like it is Phil" from his work as an Oprah regular. Phil McGraw is the hottest new self-helper on confessional TV, a Dallas psychologist and litigation consultant who, in the enlightened spirit of such gurus as John Bradshaw, Deepak Chopra, and Steven Covey, is making a killing.

After he made a difference in Oprah's life (he was the jury-selection expert who teamed up with her attorneys in the now famous Amarillo Mad Cow trial), she has made a difference in his. Thanks to the happy hucksterism of his devotee Oprah, McGraw is now a best-selling author. His first book, Life Strategies, sold more than a million copies; Relationship Rescue, just released in January, received its first printing at 500,000 copies. Oprah not only plugs his second book as if she had written it, but has based a series of shows around it as well, essentially giving McGraw his own twice-monthly program.

As the broadcast prepares to begin, McGraw takes his seat onstage, in line with Ernest and wife Cheryl, then Oprah. McGraw, at 6 feet 4 inches and 230 pounds, has a commanding presence, but it's not just his physicality that is daunting. The man rarely smiles and appears self-contained and programmed to pounce. At 49, he is Dr. Laura in a mustache, country-fried and hard-boiled. Ernest is first up and looks downright intimidated.

"I'm curious," says McGraw, his Texas twang unmistakable. "Now, be honest and don't sugarcoat it..."

"I'm not going to sugarcoat it," interrupts Ernest defensively. "I treated my wife like she doesn't deserve to be treated...I called her a bitch; I have used the 'C' word."

Oprah leaps out of her chair. "The C word!"

"Now, I'm curious," repeats McGraw. "What in your life gave you the right to do that to another human being?"


"Don't say nothin'!"

"I would say that's what I grew up around."

McGraw's nostrils flare. He doesn't want to hear Ernest's story. If he had a traumatic childhood, he should just snap out of it. Feeling depressed? Buck up. He's an adult now, responsible for his own feelings. Forget Freud, Jung, years on the analyst's couch. Check your subconscious at the stage door.

McGraw delivers his down-home insight with the precision of a surgeon's cut. He is the master of the therapeutic sound bite, the analytical flash delivered right before the commercial break. But can anyone undergo real change from a confrontational 20-minute encounter on Oprah? Would this kind of quick-fix TV therapy border on the unethical if Phil McGraw weren't so damn good at it?

"Well, let's get right to it," McGraw continues, as chairs are rearranged so the couple sits face-to-face. "Cheryl, you've got one chance to tell him...from your heart, not your head, you tell him right now what he did to you."

Already, her face is wet with tears. "I never believed that someone who said they loved me so much could make me hurt so bad. Let me tell you...It doesn't go away."

McGraw sits slightly behind and between them. "Are you going to take it anymore? Look at him."

"No I am not..."

"Whatever happened, you set it up that way. You taught him how to treat you."

That was Life Law No. 8, right out of his first book ("We teach people how to treat us. Own, rather than complain about how people treat us.") In Life Strategies, McGraw serves up 10 bits of what he calls absolute truth, and guarantees the reader that if they are swallowed whole, they will lead to psychological redemption or spiritual enlightenment or, better still, success.

McGraw seems so resolute, so healthier-than-thou, you feel compelled to agree with him. But has he practiced in his own life the same accountability, responsibility, and honesty that he preaches in yours? When analyzing his past, two distinct portraits of the man emerge: one a brilliant expert in human relations who genuinely seeks to help others, the other a charismatic opportunist who developed a near-cult following and betrayed some of his own relationships.

But McGraw won't let up on Cheryl. "You tell him, 'No more, buddy!'"

"I can't allow you to do it to me anymore," she weeps. "My heart wants to feel loved, and I am not going to take anything less..."

McGraw turns to Ernest. "Look her in the eye and tell her from your heart. I am sorry for what I did to you and give me a second chance."

"I love you," Ernest says. "I never meant to hurt you. I don't want to lose you."

A single tear rolls down his face. It's the cue the audience needs to collectively forgive him. Cheryl wipes away the tear with her thumb, then gives her husband a hug. The audience applauds the couple's good fortune and McGraw's good work. The camera cuts to Oprah.

"When we come back, a woman who says her husband treats the horses he trains for a living better than he treats her."

From the start, Phillip Calvin McGraw has been full of guts and gumption, growing up fast and smart and hungry for money. Although one of four children, he practically raised himself. His mother believed he could do no wrong, while his father set out on a career path that would relocate his family more than a half-dozen times between Texas and Kansas.

By age 11, McGraw was spending his summers driving his grandfather's freight truck in Munday, Texas. At 12, he was flying planes -- without a license -- traveling with his father, Joe, to remote airstrips to deliver oilfield equipment. When his dad decided to become a psychologist at age 40, he left his wife and three daughters behind, but brought Phil along. There just wasn't enough money to do otherwise, McGraw says.

Like some motivational speaker who demonstrates how successful he has become by proving his po'boy credentials, McGraw recalls those days with his dad, first in Oklahoma City and then in Kansas City, as some of his most humbling. "We were so poor, we couldn't even pay attention." It didn't help that he was fiercely competitive, he says, and he lacked the clothes and the car to compete for girls. Football, however, became his savior. "I was Phil the Jock, and that was my currency."

After his father moved to Wichita Falls to begin his practice, McGraw remained in Kansas City, living his entire senior year home alone. "It wasn't what you were supposed to do," he says. "But I was pretty independent." Also, college scouts had begun to recruit him heavily, and he didn't want to jeopardize a chance at a scholarship by moving again.

His father had played football at the University of Tulsa, and McGraw would do the same, becoming captain of the freshman football team and starting at middle linebacker until an injury ended his career. He returned to Wichita Falls to convalesce and decided to delay his education to make some money. He worked at a health club selling memberships and wound up owning a partnership interest in that club and a half-dozen others. "That was typical of the way he did things," says Scott Madsen, who went into the building business with his future brother-in-law. "He is the smartest guy I ever met. A born leader. Even at a young age, he had the insight to figure out how things work."

Others took a more damnable view of his business practices. "I didn't know of anyone who had a business deal with Phil at the time that felt they came out on top," says David Dickenson, a former friend of McGraw's from Wichita Falls. "It's like playing golf with someone who moves the ball around all the time."

Recalls Eldon Box, at one time a close friend: "I put Phil in a couple of oilfield deals, and everyone pays me but him. Phil is a smart, smart, smart son of a bitch, but he's only out for one thing, and that's Phil."

McGraw denies he owed Box money or was ever in an oil deal with him.

After three years in business, McGraw returned to school to study psychology, first at Midwestern University in Wichita Falls, then at the University of North Texas. College was something he both excelled at and had little patience for. "I almost quit every day," he says. "The faculty just jacked with you all the time...I remember telling one professor, 'Either kick me out or get off my ass.'" He certainly had a better relationship with the North Texas professor who mentored him through his doctoral program, Dr. G. Frank Lawliss, who to this day says he considers him "by far the most brilliant psychologist [he has] ever worked with."

McGraw quickly discovered the kind of psychologist he wanted to be: He returned to Wichita Falls upon getting his doctorate in 1979, went into partnership with his dad, and developed a practice among the country-club set. His patients were doctors, lawyers, and bankers and the wives of doctors, lawyers, and bankers. "Phil moved right into the money circles," Box says. "If there wasn't a buck in it, he wasn't much interested."

His specialty was cognitive behavior, a straight-ahead cause-and-effect therapy that treats thoughts as behavior. "People would come in and say, 'I had a hard childhood, therefore I am not doing well as an adult,'" McGraw explains. "A Freudian would say, 'Let's work through your childhood.' I would say, 'That's fine, but right now, you are an adult; you have a choice to stop yelling at your kids."

His direct approach won him loyal patients, particularly among small-town Texans who appreciated his candor. Yet he still downplays his effectiveness. "I was probably the worst marital therapist in the history of the world," he says. "I was teaching what they taught me, but I was real impatient...Everybody was getting divorced."

McGraw says he was always looking for "less traditional" ways to market his professional skills: pain clinics, weight-loss programs, executive recruiting, expert witness testimony. So in 1984, when Thelma Box, an insurance and real estate agent from Graham, Texas, approached him about going into business together, he was ready to listen. Something of a workshop junkie, Box had attended motivational seminars -- Zig Ziglar, Dale Carnegie -- to help increase sales. But as an abused spouse and single mom, she had recently been drawn to workshops that were more about personal growth.

Box had grown to know McGraw and appreciate his skills after her son Eldon hired him to renegotiate a series of bank loans for his faltering oilfield trucking business. "He is the most skillful negotiator I have ever seen," she says. "He has a God-given gift, a combination of charm and charisma that can mesmerize a roomful of people."

She had wanted to start a success seminar for single women, and she wanted McGraw to lead it. McGraw always hated one-on-one therapy. Here was a chance to reach a bigger audience. He agreed but didn't want to limit himself to women, single or otherwise. It would be a life seminar for everyone.

Box had anticipated they would be 50-50 partners, but before they incorporated as the You Seminars, which they later renamed Pathways, McGraw demanded they bring in his father as an equal shareholder.

"Getting his dad involved would give Phil control," Box says. "I didn't want to be a minority owner, but he threatened to do the seminars without me." Box lacked McGraw's credentials, his confidence, his star quality. She believed she had no choice but to agree. McGraw says he doesn't recall any conversation with Box about his father's initial involvement and is equally uncertain about who originated the idea for the seminar. "I had been doing management training in a corporate forum. Thelma was a goer and a doer," he says. "It just sort of evolved."

The program was "my dream" says Box, who claims she designed most of the processes and games, taking many of them from other seminars she attended and tweaking them to her liking. The idea was deceptively simple: Figure out what you want out of life and why you are not getting it; strip away all the lies, the self-deception, the self-defeating games you play; make yourself more accountable, more vulnerable, more in touch with who you are so you can get what you want. Although it sounded New Agey, it really wasn't far removed from McGraw's own therapy practice, in which he developed strategies for people to manage their behavior. But the group dynamic -- 100 people in marathon therapy sessions crying, sharing, and telling their stories -- made it much more powerful.

And so did Phil McGraw. Although Box fed him most of the questions at first, he was a quick study and even quicker on his feet. He would walk to the front of the room, his hands behind his back, glancing without smiling, intimidating with a stare. "His voice was miked, and he sounded godlike," recalls one seminar participant. "I watched powerful men crumble as he questioned them. He knew just the right buttons to push."

McGraw would get in your face, never take "I don't know" for an answer. He forced you to be honest with yourself, to admit your weaknesses so you could see how you kept yourself stuck. It was a cleansing, an emotional lift, a feeling of renewal. For as long as it lasted, anyway.

Over time, Pathways developed a loyal following, and many of the same people, wowed by the change it made in their lives, not only returned for another hit of transformation, but spread the word with near evangelistic zeal.

"When Phil walked out of the seminar room, there were people who thought he was sitting on the right hand of God," recalls Susan Britton, a longtime seminar volunteer and close friend of Thelma Box's. "He has so much charisma, you can't underestimate his power. But to what end for himself?"

McGraw denies that he ever wanted to do television, but years before he appeared on Oprah, he was angling for his own talk show. A Hollywood producer who had attended a seminar filmed a pilot episode telling the stories of three people as they went through the training with McGraw.

McGraw was in all things a performer; part showman, part evangelist, and part genius. "Once he got in the front of the room, it didn't take him long to feel the power," says David Dickenson, who also helped Box organize Pathways. "He loved being godlike and worshiped. The only reason it didn't become a cult is because Thelma wouldn't let it."

No longer content to remain behind the scenes, Box overcame her shyness and decided to work the front of the training room. Her technique was less direct but equally insightful. "Phil wanted people thinking he was the answer," Dickenson says. "Thelma let them find the answers within themselves."

By the late '80s, Pathways had grown wildly popular, outgrowing Wichita Falls and settling in Dallas. Each year more than 1,000 people would pay up to $1,000 to attend "The Weekend" with McGraw and the five-day "Walk" with Box and McGraw.

Yet despite McGraw's reputation as enlightened being, he didn't apear to get along with his father. Theirs was a combustible relationship, two powerful egos wrestling for dominance in the same family and the same business. It didn't help that the elder McGraw kept falling asleep in the training room and was at times more disruptive than helpful. During the training, McGraw seldom spoke with his father, and his contempt for him became obvious. "Come on, here is a guy who is running a relationship seminar, and he doesn't speak to his own father in the training room for years," says one former training assistant. "He didn't walk his own talk."

Though McGraw and Box were partners for more than seven years and friends for more than a dozen, his treatment of her didn't seem much better. On November 16, 1992, Box received a faxed memo from McGraw informing her that he had made a "tentative deal" to sell his interest in Pathways to Midland philanthropist Steve Davidson. McGraw was ready to move on, his father ready to retire -- that's why his father had sold his 1/3 interest, the memo informed her, to a Wichita Falls businessman. Of course the new partners "understand yours [sic] and my relationship and know that I am committed to you as a friend and associate and expect fair treatment."

"Basically, he sold me down the river," says Box, who recalls having heated discussions with McGraw about either selling her own Pathways interest or buying him out in the two weeks prior to the memo. "Phil and I hadn't been getting along. He stopped talking to me, and I knew we couldn't go on that way."

What he had neglected to tell her, she says, is that he had engineered this corporate takeover scheme by actually selling his interest more than a year earlier. On October 15, 1991, he signed a agreement for the sale of his Pathways stock for $325,000.

"I absolutely told her I was selling," McGraw says. "What she didn't like was who I was selling to."

But the agreement stated that the sale was confidential, and a memo from McGraw to Davidson dated November 25, 1991, reiterated that the deal would be kept a secret -- from the public, from Box, even from his own father -- "to minimize the inevitable pain of transition and disruption of support and enrollment."

Only when a disgruntled secretary in Davidson's office faxed Box supporting documents revealing the confidential arrangement did Box realize she had no choice but to leave Pathways. "I had no faith in the new owners," she says. "It looked like Phil had intentionally sold to people who would make it fail."

In early December 1992, the new partners stepped up their negotiations with Box for the sale of her interest at a "disproportionately low price," she says. More important, she would be forced to sign a noncompetition clause, something neither McGraw nor his father was required to do. "Dr. Joe was retiring. Phil was burnt out," Box says. "But Pathways was not only my dream, but my livelihood."

What McGraw had suspected might happen, did happen. The Pathways population divided into two opposing camps: McGraw's and Box's. David Dickenson had aligned himself with Box: "There was a feeling of betrayal because Phil had compromised the integrity of the program. In effect, he helped rip off Thelma and her asset value in the corporation by selling behind her back."

At the Pathways Christmas Party in 1992, Box made her announcement: The world was big enough for two seminars, and she would be starting her own. She would maintain a passive ownership interest in Pathways until 1997, when the next generation of owners finally paid her price.

To this day Phil McGraw has never acknowledged either in his books or on Oprah that anyone other than him and his father owned or gave birth to the idea of Pathways. He does acknowledge that the material from Life Strategies, his first best seller, is taken directly from his seminar work. But nowhere does he mention Thelma Box or her contributions to his success.

"I have seen him on Oprah, and it is amazing," says Dickenson. "The phrases and the terminology and the quaint sayings -- that's right out of the program. He always wanted people to believe that the seminar came from him. His fear was that he would be exposed as not being the guru he put himself up to being."

Box suggests he take his own strategy to heart: Life Law No. 4: "You cannot change what you do not acknowledge. Get real with yourself about life and everybody in it."

"Dr. Phil is here, telling it like it is, talking to couples who are in emotionally abusive relationships." Oprah's voice sounds soothing, as though she doesn't breathe between sentences. "He talks a lot about this in his book Relationship Rescue, and we are trying to rescue some relationships here today."

On a large studio screen, the camera rolls video footage of Elisabeth and Jimmy on their ranch. The background music swells as Elisabeth tells her tale of abuse. "It is getting really unbearable around here," she explains. "A typical day, we get along fine and the kids come in, and he becomes this other person. Negative and derogatory."

Jimmy bounces back: "I'm not one to hit nobody or nothin'. I do call her bad names...I knew she had children and all that. It has been a big change and all that."

"The words hurt," counters Elisabeth. "Sometimes I just wish he would hit me, because the words hurt more than the physical hit."

As the video ends, Phil McGraw looks ready to fight. He is leaning toward Jimmy, scowling slightly, his fists clenched.

"I want you and everyone in America to know this," he says. "I will tell you the truth as I see it. Any man who goes home and closes the door and abuses his wife and children is a coward and a bully."

Oprah looks mesmerized, Jimmy terrified. The audience is ignited by McGraw's indignation. No applause signs are necessary.

"If you do that," he continues with Jimmy, "you choose to do it where it's safe. You don't do it at some biker bar. You don't do it at some job where they can fire you. You don't do it with someone like me. You want to abuse me?"

Jimmy lowers his head in submission. McGraw has championed the abused women of America. It's a win-win for them, for Jimmy, but mostly for McGraw. The audience loves him. They want to take him home to dinner.

The office park that houses Courtroom Sciences at Las Colinas in Irving looks bland from the outside, but step into the lobby, and things feel disproportionately monumental. A 50-foot ceiling, massive paintings climbing the walls, oversized couches with enough seating for a jury, a forbidding receptionist's desk designed like a judge's bench -- these all create the image that big things happen here.

On the second floor, McGraw stands by the desk in his office, hurriedly trying to get off the phone. "As long as it stays around $400 million, you handle it," he tells an anxious lawyer. "I won't get involved until it gets to $500 million."

He apologizes as he hangs up the phone. "A lot of clients ask me to be the point man in negotiations," he says. "So I often get involved in the actual horse trading...I have the ability to reduce even the most complex situation down to the three to four key things they are really all about."

Only McGraw can say something so self-aggrandizing yet make it come out so damn honest. He's disarming, with his self-effacing humor and his "aw shucks" country-boy charm. Yet the advice he offers comes with such certainty and clarity, you become convinced you'd be a fool not to take it and gladly pay for it.

McGraw is a bottom-line guy who has been able to make a fortune by asking one fundamental question: What do you really want? And whether he poses that question in the therapy room, the training room, or the courtroom, McGraw's trick is to come up with the answer.

In 1990, McGraw, along with his Wichita Falls neighbor, attorney Gary Dobbs, founded CSI, or Courtroom Sciences Inc. McGraw's intuitive ability to read people quickly made him valuable to trial lawyers trying to pick favorable jurors. His ability to break down complex litigation into digestible bits that a jury could swallow made him an asset to any trial team.

What McGraw savored was the competitiveness of the courtroom, the adrenaline-pumping feel that comes with winning and losing. Psychology was just too fuzzy for him, he says. "I feel about litigation the way Patton did about war: 'God help me, I do love it so.'"

As a practicing psychologist, he became an expert witness, often testifying in divorce and personal-injury cases. The more he testified, the more lawyers wanted him to help develop strategies for their cases from jury selection to verdict.

By 1989, he felt he had a decision to make. Continue in the gossipy small town that he had outgrown and the psychology practice that he did not love, or move to Dallas and pursue his passion as a jury-selection expert.

McGraw says that decision was in no way influenced by a ruling of the Texas State Board of Examiners of Psychologists, which slapped him on the wrist on January 27, 1989, for engaging in unprofessional conduct. The board found that McGraw had maintained an "inappropriate dual relationship" with a young woman because they had "an ongoing therapeutic relationship followed too closely by a business relationship in the form of part-time temporary employment."

McGraw says he won't discuss details of the case because of "doctor-patient confidentiality," but considers it little more than "a misdemeanor," an employment error that he has put behind him. The woman, who now lives in Dallas and wishes to remain anonymous, says she has not been able to do the same.

In 1984, she was a college student returning home after her sophomore year depressed, lonely, and suicidal. "I was emotionally abused as a child," she says, "and suffered from low self-esteem." When McGraw began treating her, she says, he became fully involved in her life, demanding to know with whom she spoke, when she went to bed at night, what she did that day. "If I was depressed or anxious, his first question was 'Why didn't you call me?' Every time I felt bad, he insisted only he could fix me." When she wanted to spend the following summer working for a professor at the Houston university she was attending, he persuaded her to work in his biofeedback lab in Wichita Falls. "He kept me totally dependent on him," she says.

Twelve months after she filed a formal complaint against him, McGraw and the psychology board reached a settlement in the case: He would be publicly reprimanded, and his practice would be supervised for a year. Before the year was out, McGraw had put his office up for sale and would shortly move to Dallas and begin CSI.

Gary Dobbs recalls "a couple of lean years" after CSI opened in Las Colinas. Many trial lawyers considered jury-selection an art, not a science, and trusted their own intuitive feel for a case more than an expert's. "I used to be skeptical, but Phil made a believer out of me," says Dallas lawyer Chip Babcock. "He has an innate ability to isolate people who would not see the facts the way you do. It's the most uncanny thing I've ever seen. He once told me he was never wrong."

McGraw's client list includes every major airline in the world, three major television networks, and dozens of Fortune 500 companies. Whether it's mass tort litigation, patent infringement, or antitrust violations, the lessons he teaches these global giants are many of the same he taught in the training room. "Lawsuits are relationships," he says. "A lawyer stands before a jury and forms a relationship with them. He teaches them how to treat him." (Life Law No. 8.)

McGraw helps lawyers figure out what jurors need to reach a favorable decision. For $29,500 a day, CSI will "mock try" a case, taking lawyers through dry runs in its simulated courtroom before paid jurors who are later debriefed on how they felt about the attorney, his witnesses, his case. McGraw then comes in and psychoanalyzes the results, instructing the lawyer on what worked and what didn't. If something is not working, he offers strategies on how to fix it and win.

Things didn't seem to be working for Oprah on the eve of her trial in Amarillo in January 1998. She had been sued by some Texas cattlemen for fraud, defamation, negligence, and $100 million after she broadcast a show on the perils of disease in the American beef supply. Her accusers had cast her as unethical, irresponsible, and driven by higher ratings.

Oprah's attorney Babcock retained McGraw and his firm to be part of the trial team, and "from the first moment she talked to Phil, there was an immediate connection between them," Babcock says.

One evening she came to McGraw's room at Camp Oprah, the name given to the bed-and-breakfast where they stayed during the five-week trial. She couldn't sleep. Tears were in her eyes, he says. She just couldn't cope with the frustration and anger of being unfairly accused.

"My advice to her," McGraw says, "was that 'right or wrong, Oprah, this is happening. They are well-financed, dead serious, and deeply committed'...I was a wake-up call that said deal with the fairness later, but right now, you are in a firefight, and you'd better get in the game and get focused...At that point she became a very different litigant."

After the jury exonerated Oprah, she did a "Verdict Show" from Amarillo. Before a national audience, she introduced McGraw as "one of the smartest men in the world." His wise counsel, she said, built her self-esteem and "gave myself back to me."

"Oprah later said that over the last 12 years, she had had every psychiatrist and expert in the world on her show," McGraw recalls. "And none of them made as much sense as I did. She said she didn't want to be selfish with that. She wanted to share that with the rest of the world."

The following September, McGraw became a regular part of her new psycho-spiritual lineup, a format change under the fix-me-fast New Age banner: Change Your Life TV. No longer did Oprah need to lower her tastes to raise her ratings. Jerry Springer be damned. She would empower, enlighten, and unlock the mysteries of the universe -- as long as it happens in 60 minutes. "Deepak Oprah," as one critic labeled her, gave you a choice of gurus. If neo-cosmic soul-searcher Gary Zukav didn't reverse your karma, or Mars/Venus self-helper John Gray didn't convince your inner child to come out and play, there was always the tough love and colloquial catechisms of "Tell It Like It Is Phil."

As far as Thelma Box was concerned, her former partner had finally found the right vehicle for himself. "He always wanted to be a star."

Phil McGraw turns slightly defensive when questioned about whether he is changing anyone's life on Change Your Life TV.

"Absolutely," he says. "And I'll tell you why. In order for people to change, there has to be a dramatic event...I think coming on the Oprah show as an event in itself is a watershed occurrence in people's lives. They get told the bottom-line truth about where they are. And in that environment, I don't think they will ever forget it."

But actual, genuine change from an encounter with Oprah? Is that possible or just good TV?

"It's the psychological version of Who Wants to Be a Millionaire," says Dr. Ellen McGrath, past president of the Media Psychology Division of the American Psychological Association and a media consultant to several national news shows. "It's the quintessential cultural product. Get some quick advice and change your life. You, too, can hit the psychological jackpot."

But there is no quick fix to behavioral change. It's slow, often painful, and hard to make stick. "Dr. Phil is a gifted motivational speaker, and if your goal is to begin the change process, he is a master at it," McGrath says. "But igniting change is just 30 percent of the change process."

Which is, of course, better than nothing.

"But what happens after the magic of Oprah wears off?" asks Dr. Marion Jacobs, a professor emeritus of psychology at the University of California in Los Angeles. "If you feel you ought to be able to do what Dr. Phil tells you, but can't, that can cause guilt. It can be anti-therapeutic."

The real work comes after the TV high craters, when those feelings of loss or anxiety return in the night and Dr. Phil is nowhere to be found. "No one changes by themselves," McGrath says. "You need to work through the problem, talk through your struggles with somebody, figure out why you do what you do. Only then can you consolidate the change by making it a habit. That takes time. Not 15 minutes of fame."

McGraw contends that much behind-the-scenes work goes on before the guests ever get on the air. Oprah staffers conduct extensive background interviews, which he studies in depth. "We also follow up with the guests," he says. "We may recommend that they get therapy. Sometimes we even bring them back for follow-up shows. It may be a seven-minute segment, but it represents three weeks of focus on their lives. I think it's a tremendous gift."

But the real value, continues McGraw, is the show's effects on its viewers. "I think it educates and inspires millions."

"Both Phil and Oprah are very skilled at emotional education," McGrath says. "But the man is also doing therapy on TV, and that raises some real ethical concerns."

Dr. J. Ray Hayes, professor of psychiatry and behavioral science at University of Texas Medical School in Houston, is more blunt. "People who try to fix people on TV are committing malpractice. Any competent therapist knows you must have a personal relationship with someone in order to treat them. Otherwise the intervention is just entertainment."

But it's precisely his entertainment value that makes McGraw such a hot property. His TV persona is anything but cuddly -- the style that builds trust between therapist and patient and is most conducive to change. "He doesn't have a good relationship style," McGrath says. "He's a bottom-liner; he loves to win. He's an attorney doing therapy. That's not the way to work with people's vulnerabilities."

But America loves that kind of "command and control" performance, someone with the absolute answers to life's uncertainties. "It's a spectator sport to watch someone be humiliated," McGrath says. "It's entertaining, it's good TV, but whether or not it's helpful is debatable."

McGraw insists he does more than merely entertain. "I don't confront just for the sake of confronting," he says. "I listen, I weigh, I respond with what I believe is the truth, whether they want to hear it or not."

And what's the truth about his life? How have the life strategies he's divined for others worked in his? He started out a workaholic, he says, neglected his wife, his infant son, absorbed with making money and building a career. "That was a real bad time for me," he admits. But one of his life laws is, life is managed, not cured, and right now, he says, he's managing just fine.

When Thelma Box watched McGraw on Oprah, she couldn't believe he was still using on her program many of the same ideas and techniques they had developed in their seminars together. So she phoned McGraw, asking whether he would send Oprah through the training or at least mention her seminar, now called Choices, on television. "I am still trying to change the world, one heart at a time," she says.

McGraw seemed receptive, she says, telling her they should schedule lunch to see where things might go. Things never went anywhere. They never had lunch. But Box thought she understood: "Phil has a real big need to make people believe he is the only person who can do what he does."

Life Law No. 1: "You either get it or you don't. Become one of those who gets it."

As the credits roll, Oprah and Dr. Phil stand side by side, facing the camera.

"I want to thank all my guests," she says. "We have books under the chairs for you -- you all need to read them if you are having trouble with your relationships, or wanting to make your relationship better, read his book. There is incredible information in that. I have a lot of respect for Phil; he is one of the smartest -- one of the smartest people I know." She looks up at him. "You are up there in the top five of the smartest."

McGraw puts his arm around Oprah and humbly bows his head. "Well, that's a good place to be."

"He is also going to be starting somewhat of a tour, because I told him to stop signing the books and just start helping the people," Oprah says.

Faint applause.

"He is going to be coming to your cities with seminars. I know you will be in Dallas..."

These weren't the seminars that Thelma Box had imagined, but rather seminars in the Tony Robbins sense of the word -- big, flashy affairs at pavilions holding thousands of people at $87 a pop. The stuff cultural gurus are made of. McGraw completes Oprah's thought. "I'll be in Dallas on May 20 and Chicago June 17."

Oprah becomes excited, animated. "I'm going to try to talk him into more cities," she says. "Maybe it will be Phil and the rock tour. We'll get a band. Check Oprah-dot-com to see if Phil will be doing full-day seminars in your city."

"It was all your idea," he says.

"It was my idea," she says, smiling.

It's obvious that McGraw gets it where Oprah is concerned. He's willing to give her credit for originating an idea, unlike he has with Thelma Box. Maybe going on Oprah can change your life after all.

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