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decided the other side was more interesting than his own. He got Middelhoff's blessing to leave and his waiver of Hilbers's old pledge not to leave Bertelsmann for a competitor.

Hilbers interviewed with Barry and John Hummer and decided the Napster job was for him. "I believe in the peer-to-peer aspect, the community aspect," Hilbers said. Like many others before him, he also saw the logic of having a system for wider introduction of music to fans formerly reached only through radio. "The Internet is providing a chance for a totally new radar screen," he said. "There's a great middle ground between Britney Spears and a San Francisco garage band." Hilbers had a few big goals. With hopes fading of a rescue in Congress, he needed to work harder on a deal with the labels. And he needed to have a system to show them that was secure and controlled digital rights—something like what Napster should have had in the first place.

Not surprisingly, both priorities turned out to be much more challenging than Hilbers had anticipated. He replaced Eddie Kessler with Shawn as Napster's chief technology officer, but a secure system took six more months. It allowed for multiple payment streams, for technology that blocked duplication, and for the "expiration" of songs. It was so complex that Shawn admitted he didn't understand all of it, even at a high level of abstraction. He stayed focused on making the projected experience for the user as much like that of the old Napster as possible.

When it came out in January 2002, Napster II worked fairly well, and Shawn was satisfied with it, though most of the content was from lesser-known bands and minor labels. And while Napster had faded from the headlines and the hearts of many, who turned to new services like Kazaa and Morpheus, BearShare and LimeWire, 3 million people applied to be Napster II beta testers. The best part was that it still felt to the user like the Napster of old. "Aside from the limited content, it is actually a very seamless implementation of a system that's a thousand times more complex then the old system," Shawn said. Reviews by the users were mixed. The technology generally worked, though the payment system wasn't operating. The look and the feel were good, but there wasn't enough music. And Napster evidently planned to charge for a limited number of downloads, the majority of which couldn't be burned onto CDs or transferred to other people electronically. Many users who shopped around