-By Jim Cooper

As the Battle for Yahoo between Microsoft and Google settles into trench warfare a month after Microsoft tendered its hostile $45 billion offer, one factor has yet to be addressed: None of these companies has any original, high-quality content to speak of.

Enter Rupert. His exploratory talks to take partial ownership of Yahoo--say 20 percent--in order to hook up his digital assets (MySpace, etc.) to Yahoo broadens the scope of the deal beyond advertising. Now it's about content and community too. Microsoft, Google and Yahoo have plenty of algorithms, ad nets, search models and the like to go around. But if they really want to trump one another, content will be the next bomb to drop. They've got plenty of programmers, just the wrong kind.

So with News Corp. now in the game, I'll go out on a limb and place a bet that Microsoft's Steve Ballmer and Google's Eric Schmidt will aim their lawyers and accountants at Viacom and NBC Universal, respectively. They're compelling targets. Both companies have great brands and rich content resources. They both have enjoyed gains in recasting themselves as new media companies, and both have Hollywood studios. They also--and this is key--have parents (Sumner Redstone and General Electric) who are dead bored with trying to make their stock price go zing.

It would be a mirror image of the News Corp. move--New Media buying Old. But the result would be the same. They'd be the first hyper-competitive media companies of the 21st century to figure out the future of advertising. And with their ad dollars, they can buy their way into the content game as a great hedge against each other.

Let's start with Microsoft. If the software giant successfully acquires Yahoo, that puts Gates and co. fairly close to parity with Google in terms of search market share. A Viacom acquisition would give them tons of content: the robust MTV Nets cable portfolio and the Paramount studio (the two already have a content/ad pact in place). Twin that with Yahoo's search market share and ad network efforts, all funded with Redmond's bottomless pockets, and pow!, you have the first media giant 2.0--Vicrohoo. The buy would also allow Viacom to stick it to Google, which it's suing for $1 billion over YouTube's unauthorized use of its content. We all know Redstone likes to win fights.

Now for Google. A purchase of NBCU would answer Microsoft's challenge in that it would deliver cable nets and a studio, but also a broadcast network. That's a big platform to work with. Plug that into Google's aggressive expansion beyond its search dominance--the company is rushing headlong to become a mobile player and sells ad space for EchoStar, as well as some radio and print companies--and its own deep pockets. Suddenly, Vicrohoo has some serious competition: NoogleU. (If Murdoch takes a big enough chunk of Yahoo, you'll have, well, News Corp. I don't think he goes in much for cute names.)

The content acquisition cascade that would follow could go something like this: Vicrohoo buys Discovery Communications; NoogleU answers by buying Rainbow and Barry Diller's IAC. John Malone's Liberty will then own significant slices of both.

OK, maybe I'm getting a bit carried away. After all, there would be plenty of spoilers. With the Bush administration on the way out, Federal Communications Commissioner Kevin "Kev Dog" Martin's job will likely be filled by a chairman not that into such massive media consolidation.

The big cable guys, Comcast and Time Warner, could make a play of their own. They've got a fat pipe into the home and are potentially the new data gatekeepers via their set-top boxes. A run at Disney--Comcast has already tried once--and at smaller ops like Cablevision would let them play in the same league as Vicrohoo and NoogleU.

Certainly content development on the Web has evolved in an interesting way that has, at least until Rupert entered the Yahoo fray, not been about astronomically huge sums of money. A lot of it is completely out of the blue. I was at a party recently during which the discussion turned abruptly to Sara Silverman's "I'm f--ing Matt Damon" video on YouTube. Those of us that hadn't seen this little ditty were firmly directed to get to YouTube stat and watch it. The message was clear: We hadn't joined in front of the communal content hearth and were therefore unable to quip, snip and snark with the requisite verve and venom. Huh? What happened to debating the vagaries of Lost?

Along the same line, The New York Times recently ran a great piece on the three Hofstra grads behind the Web video series We Need Girlfriends. These guys had the brilliant idea of creating the anti-Entourage. It clicked on the Web and as quick as the N train shuts down, these guys--who had been struggling to get dates and pay the rent in Astoria, Queens--are taking meetings in L.A.

Here, up from the grassroots, I reasoned, is the true future of programming--for the schlubs, by the schlubs. But when I breathlessly asked a programming bigwig about breakout Web clips and viral video content in general, he brought me back down to earth. "Yeah, we watch them, but my first question is always: 'Can you do it again and again and again?'" The answer is probably no, because consistent original production, even on the Web, costs real money.

Enter Vicrohoo, enter NoogleU, enter Rupert.

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Jim Cooper is Mediaweek's executive editor. Her can be reached at jcooper@mediaweek.com