 backbone business, counter bid $28 billion in cash. The bidding war ended with WorldCom's winning offer valued at $37 billion. MCI had, by the end of 1997, become a key backbone ISP, not quite as big as UUNET but a major force. To assuage antitrust concerns and guarantee The Great Telecom Meltdown that no company would become a dominant player in the Internet, MCI's Inter- net business was sold off in the merger to Cable and Wireless, the old British international carrier. But even before the MCI merger was closed, WorldCom acquired Brooks Fiber, a major competitive local exchange carrier whose foot- print had little overlap with earlier CLEC acquisition MFS. Of course MCI also had a large CLEC; within three years of the Telecom Act's authorization of the CLEC industry, WorldCom was by far the largest CLEC. Where could WorldCom go next? Having bought the number two com- pany in the long distance business and already being the largest backbone ISP, the growth rate was bound to decline. The die was already cast for WorldCom's decline; the company's accounting became more and more creative to maintain appearances. Its last gasp as an acquirer was an attempt to buy Sprint Corp. Sprint was the number three long distance provider and, like UUNET and now Cable and Wireless, one of the top Tier 1 backbone ISPs. But it was 1999, the peak year of the boom, and WorldCom's valuation was still high. Sprint was not like WorldCom, though. It had started out as United Telecommunications, a rural local exchange carrier, and had acquired the long distance company from GTE several years earlier. Its major speculative investment was its wireless net- work, Sprint PCS. It was not a profitable operation, but WorldCom's wireless holdings were very limited (it resold other carriers' cellular service) and wireless was a hole in its product line. The Sprint deal fell through in 2000, largely because of opposition from Europe. And WorldCom's stock began its inevitable fall. It reached its peak market capitalization, $120 billion, in 1999,