It all came down to Weezer. For the past 30 years, Arthur Kretchmer, 61, has been editorial director of Chicago-based Playboy magazine, an amazingly long ride in such a bumpy sector of the publishing universe. He has announced that, after he shepherds the 50th anniversary issue, January 2004, into print, he'll retire. In the intervening year, James Kaminsky, formerly executive editor at Maxim magazine, will share the editing duties. Kaminsky, however, will be based in Playboy's Manhattan offices. Here, Playboy occupies two sleek, art-filled floors in what once was the American Furniture Mart on Lake Shore Drive. Kretchmer's spacious office on the 16th floor has both a desk and a worktable with high stools, the latter a place to fine-tune layouts. Behind the desk are pictures of his wife and two sons. Two portraits of women, not naked, visually dominate the room. They are original works by artist Peter Sato used to illustrate the Playboy Advisor column. Kretchmer is tall, soft-spoken and erudite, an anthropology or comp lit professor you might think if you chatted with him at a party. Although he did the magazine's interview of Jesse Jackson in the November '69 issue, he almost never endures being an interview subject. Nonetheless, in slacks and a logo shirt (not the Playboy logo), Kretchmer is not just consenting but is talking with growing enthusiasm as he discusses good writing, writing built on direct, smart, adverb-free (he hates 'em) sentences. The fact that he remains passionate about grammar and usage in an era that mostly isn't was one signal that it was time to step aside, to let someone else (at 41, Kaminsky is exactly a generation younger) quest for the print media grail of 18- to 34-year-old readers. Another signal, the one he focused on that day, was Weezer. "I decided to retire," he said, emphasizing that the decision was wholly his, "because I didn't care who Weezer is anymore. That's not fair to [rock band] Weezer and that's not fair to the magazine. I felt I had lost the chops for chasing everything that's new." Kretchmer has been charged with chasing the new since becoming editorial director in 1972. "I spotted that the `Sopranos' would become a phenomenon as fast as any magazine could," he said. "When Newt Gingrich became Speaker of the House in '95, I predicted that Clinton would be re-elected the next year." Both predictions became Playboy articles. He carries lingering regrets over chases broken off. In his first year as editorial director, "I supported a story on how lesbianism would ruin the women's movement. My staff said it was too sensitive a subject for Playboy, and I let the decision be a committee one. I still kick myself for not going with it." In 1951, Hugh Hefner was hired at $60 a week to write promotional copy for Esquire magazine in Chicago. When, that same year, Esquire announced it was moving to New York, Hefner asked for a $15 raise and was refused. He quit and determined to start his own publication. Two years later, Hefner, 26, married and starting a family, and having raised money from backers and from getting a loan against his furniture, spent $500 of it on nude calendar photos of Marilyn Monroe. He built the first issue of Playboy around those pictures, published it in December 1953. From that tiny seed grew the international, multimedia empire, Playboy Enterprises. Designed for the second issue by founding art director Arthur Paul, the Playboy bunny logo became, at the height of the magazine's popularity in the '70s, and second only to Coca-Cola, the most recognized corporate logo in the world. Hefner graduated with a degree in psychology from the University of Illinois at Urbana-Champaign. He studied for a while at the School of the Art Institute of Chicago (anatomy drawing, of course) and later took graduate-level courses in sociology at Northwestern. The combination of those studies may have helped him to be stunningly astute in tailoring a magazine to young men. In addition to skin, the magazine also presented a cornucopia of great fiction and non-fiction from such heavyweight contributors as Arthur C. Clarke, Len Deighton, Alberto Moravia, Isaac Bashevis Singer, Eric Hoffer, William Styron, Allen Ginsberg, LeRoi Jones and so on. And that was just one 1968 issue. "Without you," Hefner told Playmates gathered for a 1979 reunion, "I'd be publisher of a literary magazine." The magazine, Kretchmer said, is driven by a philosophy -- not just the Playboy Philosophy that became the manifesto of the sexual revolution -- but an older, far more condensed one: Hard work pays off. Hefner, at home in a 30-room mansion filled with girls and games, was the proof. "You work hard, and that gets you a certain lifestyle," Kretchmer said. "You get to decide where you live, and you get to choose the surroundings in which you live. It gets you female companionship too. . . . "Hef never has gotten enough credit for inventing the modern world, for creating the post-WWII civilized society. Here was a finger-snapping hipster who spotted where society was going better than the sociologists or politicians of the time." In 1972, the magazine reached its peak paid circulation at 7.2 million copies each month.. The circulation is a little more than 3.2 million a month for the six months ending this June. While subscriptions are up lately at 2,829,502, newsstand sales dropped 26 percent in the first half of this year to 387,767 copies a month. The median reader age is 31.6 years, same as it has been for a decade, Kretchmer said. Twelve percent of Playboy readers are women. Kretchmer grew up in New York City. In the late '50s, when he was a teenager, he stumbled upon an article in Playboy titled "Things We Can Do Without." "The list included Bad Martinis, Boston and Virgins," Kretchmer said. "Every girl I knew was a virgin, and here was a magazine saying they could do without virgins. I thought these must be the coolest guys in the world." After the University of Pennsylvania and then City College of New York where he studied journalism and creative writing, he got a job as an assistant editor at the men's magazine Cavalier and later became managing editor. Playboy's then-editorial director, A.C. Spectorsky, sought him out at Cavalier in 1966 and talked him into moving here and coming aboard as associate editor. In the mid-'60s, Chicago was a far different place from what it is now and a far, far different place from New York as a base for a magazine.

"New movies came here six to eight weeks after they opened in New York," Kretchmer said. "This wasn't a restaurant city. After the Bakery up on Lincoln Avenue or Chez Paul, or the Blackhawk with its spinning salad bowl, there wasn't much." Also, there was a vast gulf between the Playboy Penthouse and Mayor Richard J. Daley's Bridgeport bungalow. "I think the city was embarrassed by the magazine," Kretchmer said. "If Mayor Daley personified Chicago then -- and to me he did -- you can see the friction." In 1972, while on a yachting vacation in the Caribbean, Spectorsky died. "For whatever reason," Kretchmer said, "Hef picked me to be editorial director." Reached by phone in California, Hefner, 76 now, said, "Kretchmer was one of what I've called `the Young Turks' that Spec (Spectorsky) brought in in the '60s. That was a decade when the magazine went from 1 million circulation to 7 million. He wasn't the most senior editor or the highest ranking. He didn't have the New York literary connections that Spec had. But after I talked with the other editors, he seemed to be the right choice, and he certainly has proven that he was. He's also learned the literary side of the business on the job." As the new editorial director, Kretchmer would have monthly meetings with his boss and other staffers at the Mansion that would begin around 4 in the afternoon and end at 5 or 6 the next morning. "They were nights in editorial purgatory," Kretchmer said. "The staff members and I had already put in a full day, and, as Hef would point out, `I have an advantage over you. I got up at 3.' We would be fueled by lavish dinners -- cold lobster, spring rolls, roast beef, fine wines. Hef didn't eat with us. He never ate in front of others then, though later he sometimes would. He was fueled by tiny, tiny, 5-milligram Dexedrine pills. They helped him focus, and he was a terrifically obsessive, detail-oriented man." The meetings were wide-ranging, everything from specific cartoons to strategic planning. Hefner would debate with his editors for an hour over the relative importance of a prospective interview subject. He'd lay out 10 seemingly identical photos and ask which was best. He already knew the answer. "Invariably," Kretchmer said, "it would be the one containing the most information." Over the course of his dealings with his hedonistic hermit boss, Kretchmer got the sense that Steinmetz High grad Hefner was bothered by the failure of his hometown to recognize the stature of the magazine he had founded. "I think it led to his reclusiveness," Kretchmer said, "in which he substituted the world he made for the city outside." Hefner pretty much hid out in his bedroom with the round bed and mirrored ceiling, living in pajamas, a robe and slippers and subsisting on fried chicken, pork chops and Pepsi. Then, in 1976, he left the Mansion to spend full time at the Holmby Hills (Los Angeles) estate he had bought earlier. He got rid of the Chicago property, which changed hands a few times and now is devoid of any sign of the worldly mecca it once was. When Hefner moved to Los Angeles, Kretchmer would fly there 12 to 18 times a year. In the past six or seven years, though, the meetings have been on the phone, with much diminished agendas. The '80s saw a lot of change, a lot of shuffling of the cards as to what would be profitable and would not. Christie Hefner, Hugh's daughter by his first wife, became Playboy's president in 1982 at age 30. In 1988, she was designated chairman and chief executive officer. Her father remained editor and publisher and chairman emeritus. The last of 23 Playboy Clubs worldwide closed in 1988 in Lansing, Mich. Playboy moved from the Playboy Building on Walton to somebody else's building on Lake Shore Drive. Chicago changed too. "This is a real town, now," Kretchmer said. "The mayor is way more sophisticated than his father. But it's still a newspaper town. . . . "You go into a New York spot, and there'll be a table of agents and a table of writers and so on, and everyone will be talking about American Ground (the three-parter in The Atlantic by William Langenweische about the demolition of the World Trade towers that is the hot magazine story of the moment). That just doesn't happen here." That's why the editorial focus of Playboy is sidling toward New York, to get the writers, to be in on the buzz. "I want to be on the morning shows and the `20/20s,'" new-hire Kaminsky has said. Flesh likely will be de-emphasized, while the fiction and non-fiction will ascend. Kretchmer said that with visual sex absolutely accessible and pervasive via the Internet, "the playing field for men's magazines is, in that area, pretty much level." "If you look at the magazine in the '70s," Kaminsky told USA Today before he stopped giving interviews, "what you would see is a remarkable mix of very topical stories, journalism that reached out and grabbed the reader. What we need to do is take that great template and present it in a way that a modern reader -- a guy 18 to 34 -- will feel more comfortable accessing." Kretchmer, with the March issue cover lines on his desk, said readers will see changes in the spring. The lingering question is whether or not the changes will be enough to create what Samir Husni, journalism professor and head of the magazine department at the University of Mississippi, called "a big media that for a product that is frozen in time. Playboy's problem is that, for readers and retailers, the brand has become bigger than the magazine. It needs to convince people that it has changed to the point that it is no longer the antichrist. Then Wal-Mart and Kroger and 7-Eleven will put it on their shelves." The current plan seems to be to have the editorial director, some other editors and the New York staff based in New York while other editors and staff will stay in Chicago. Playboy has 646 employees. There are 260 in Chicago, 144 in Beverly Hills, 60 in Los Angeles, 7 in a photo studio in California (mostly for centerfolds and major pictorials. Another studio here also shoots playmates and does product shots). There are 84 employees in New York. Anothersix are off-site employees and one works in a warehouse in Itasca. The remaining 84 are the Holmby Hills Mansion (butlers, drivers, animal keepers, security guards, publicity people, etc.) That distribution likely will change. "New York will no longer be a satellite," Kaminsky has said.

Kretchmer and his replacement have begun to work together, though at a distance. Production lead-time doesn't allow Kaminsky's name to appear on the masthead until February. "I talked with Hef about how to identify him," Kretchmer said. He suggested `associate editorial director,' but I argued we didn't hire him to be that. Here's what I came up with," he said laying a dummy of the February masthead page on the worktable. The solution is typical of Kretchmer -- forthright and punchy. It says, "Arthur Kretchmer, editorial director" and below that, "James Kaminsky, the new guy." THE BUNNIES `The Playboy club changed my life' They were hatcheck bunnies, bumper-pool bunnies, cigarette bunnies, gift shop bunnies. Those who generated the most revenue advanced to become showroom bunnies and photo bunnies, jobs that garnered the best tips. Now they're gone. From 1960 to 1988, something like 15,000 attractive young women donned the ears; tight, skimpy, one-piece suits; tuxedo collars and logo cufflinks that identified them as Playboy bunnies. They worked at Playboy Clubs in cities from Miami to Tokyo, 23 clubs worldwide. Victims of changing tastes and the magazine's belt-tightening, the clubs shut down. The last to close was in Lansing, Mich. In their heyday, Playboy Clubs projected an aura of sophisticated sexuality. They were accessible only to key holders, many of them businessmen who saw the value in entertaining clients (mostly male then) with drinks delivered by bunnies doing the famed backward-bending "bunny dip" and with shows far more hip than anything on TV or in most venues outside Las Vegas. For most bunnies, however, the view from inside the clubs was less about glamor and more about hard work and making ends meet. From 1965 to 1968, now-socialite Mrs. Beverly Crown was Indiana housewife Bunny Beverly -- 5 feet 8, 118 pounds and a modeling school grad -- at the Chicago club on East Walton Street. "I started at 26," she said by phone from her Jupiter Island home on Florida's West Coast. "I was an old hare." Now 63, she vividly remembers the rigors the job -- "basically a glorified waitress" -- required. "You had to know that Cutty was scotch and Meyers was rum and so forth so you could set up the appropriate glassware, a long-stem glass for a grasshopper, for instance. You put the correct fruit in -- olives for martinis, cherries for manhattans, etc. Every once in a while, the bunny mother (the bunnies' teacher, disciplinarian, mentor and protector) would test you outside of work hours." The clubs also tested bunnies on the policy of not dating key holders. "They'd send in guys to ask you out, a setup," she said. "If you so much as had coffee together, they'd put your picture up on the bulletin board and fine you." While working, bunnies weren't allowed to sit, though they could lean on the back of a chair in the careful stance called "the bunny perch." "When you weren't serving, all you could do was hold a tray and look happy and beautiful," Crown said. Though all were beautiful, not all bunnies were happy. Crown knew some who completely bought into what she called Playboy's "fairy tale world" that promised a good deal more than it delivered. Perhaps the most negative portrait of the clubs came from Gloria Steinem, who became a bunny to research a 1963 article on the objectification and mistreatment of the women there. Most former bunnies, however, seem to remember the experience as a positive one. Making as much as $300 a night in tips, they paid their bills, financed college educations, learned lessons about life. "The Playboy Club changed my life," Crown said. She recalled that, at the Sunday ladies brunches for the wives of preferred key holders, she'd observe these wealthy women and wonder what they had that she didn't. "The answer was nothing," she said. "They just used it better." Bunny Beverly lived two concurrent and wildly different lives. She was married to a schoolteacher in Indiana. They had three children. She drove 100 miles a day to and from a job that got her invited to glittering parties at Hefner's mansion, though she seldom saw the host. "That was," she said, "his reclusive phase." In the cold months, she had two bunny costumes, one black and one red. In the summer, there was a turquoise one and an orange one. "Before they'd let you wear the summer colors, you had to be tan," she said. "The bunnies who lived in the hutch [a dorm within the Mansion] would lie naked on tanning beds. I would set up the ironing board outside at home and iron in a swimsuit." At the club, she met Barry Crown of the munificently wealthy Crown family. Both were married. Though the club punished girls who dated customers, that restriction didn't apply to No. 1 key holders, big spenders. She and Crown got together, eventually divorced their spouses, and have been married for 32 years. They've traveled extensively on adventurous treks (including a climb on Mt. Everest), and she has become a successful competitive bodybuilder. "The club did well for me," she said. "The Palm Beach Post was just here to take my picture. I think it was for a story on jewelry." -- Charles Leroux Big mansion, big celebs, big parties "In Xanadu did Kubla Kahn a stately pleasure dome decree . . ." Samuel Taylor Coleridge ---------- Hugh Hefner's pleasure dome was a mansion at 1340 North State Parkway. The 72-room house had been built in 1899 for Chicago surgeon and social lion George Snow Isham. When Isham lived there, the ballroom often filled with tuxedoed men and gowned women swirling to the music of the era. Formal dinners sometimes featured notables at the head of the table, among them Teddy Roosevelt and explorer Robert Peary. Hefner bought the place in 1959 and revived the house's tradition as the place to party in Chicago. Just six years earlier, he had scraped together $800 (some of that borrowed with his furniture put up as collateral) to publish the first issue of Playboy. The magazine quickly became so successful that Hefner was able to purchase not just the Isham mansion (renamed "The Mansion"), but also, in 1966, the Palmolive Building at 919 N. Michigan (renamed the "Playboy Building" with "Playboy" in 9-foot-tall, illuminated letters) and, in 1970, a black, stretch DC-9 (refitted and named the "Big Bunny Jet."). From Warren to Wald