Will all this torpedo the deal? Not likely, but the early years of the Time Warner-Turner combination are sure to be tumultuous. Levin and Turner already are bracing for intense scrutiny from government trust-busters. Through its affiliate, Liberty Media, TCI would emerge as the new Time Warner’s second largest shareholder. And that means the economic interest of the nation’s top two cable operators would be aligned. Other obstacles? The deal requires the approval of Turner and Time Warner’s shareholders, including its largest, Seagram Co., whose CEO Edgar Bronfman Jr. hasn’t been happy with Levin. And many industry observers are predicting an eventual power struggle between the odd couple of Turner and Levin. As Time Warner’s new vice chairman, Turner not only gets to appoint two directors and run his own operation plus HBO – he’ll also be the new company’s largest shareholder.

If the two men can break through those obstacles, they may well strike gold. With annual revenues of almost $20 billion, the new giant would command an unprecedented chunk of the world’s entertainment and news businesses. Such holdings range from the Warner Bros. studio to the Time-Life magazines to CNN and the Cartoon Network (chart). Furthermore, its operating executives, the cocky crew who run the divisions on a day-to-day basis, include some of the best in the business. At Friday’s press conference, some were already discussing the possibilities. Terry Semel and Bob Daly, the co-CEOs of Warner Bros., chatted about mining Turner’s cartoon libraries for such characters as Tom and Jerry to sell in the Warner Bros. stores.

The talent is clearly there. But will Gerald Levin be around for the long haul to supervise it? Whether he survives will depend less on how he and Turner get along than on how the stock performs. Levin is issuing a flood of new shares to pay for Turner, diluting its value. For example, Seagram’s 15 percent Time Warner stake would melt to 8.8 percent. Time Warner’s stock has declined about 6 percent since word of the deal leaked five weeks ago. And analysts like John Tinker predict it could take at least two years of strong earnings before the stock surges.

And it’s ultimately the only issue, especially for Turner and Malone. The stock represents almost all of Turner’s wealth. Casting a side glance at Levin on the podium last Friday, he said he expects “a better than average return.” In an interview, Peter Barton, Liberty Media’s president and Malone’s chief lieutenant, declared: “We take our responsibilities to our [Liberty Media] shareholders – ourselves – very seriously.” (Unlike Malone, though, Turner is somewhat protected. Turner landed a five-year contract that equals Levin’s.)

One bit of good news for the Levin camp is that Malone will have only an indirect influence on Time Warner. Under the terms of the deal, TCI/Liberty’s Time Warner shares go into a trust. Levin gets the votes. The arrangement is designed to comply with federal law that bars cross ownership of cable giants. In exchange, Time Warner is paying Malone a premium for some of his Turner shares. Malone also gets access to the bevy of Time Warner cable channels at a discount for 20 years.

Still, the fox is in the chicken coop. TCI/ Liberty, which would own 8.8 percent of Time Warner, could also boost its stake to as much as 18 percent. And he has Turner’s ear. In fact, Turner may feel more obliged to Malone now that the cable giant has allowed the Time Warner deal to proceed. Moreover, Malone is close to another major Time Warner shareholder, Gordon Crawford of investment firm Capital Group, which would emerge with a 7.1 percent stake in the combined companies.

Malone may be more of a threat in other ways. He has frequently drawn the attention of the Feds with his business practices. Regulators will certainly pore over the details of the deal for unlawful connections between Time Warner and TCI. And there’s plenty to raise potential worries. For example: Time Warner owns the largest pay-TV service, HBO; TCI owns a fledgling rival, Encore. Both compete with their archrival, Showtime, owned by Sumner Redstone’s Viacom.

But the toughest opponents of the deal may be in the Time Warner and Turner camps. U S West, which owns about 25.5 percent of HBO, Warner Bros. and Time Warner Cable, argues that it has a veto over any Time Warner purchase of a company that competes with the partnership. Turner is just such a competitor, the company alleges. Meanwhile, Turner board members cable operators Comcast and Continental Cablevision worry that Malone may havestruck a deal that might put them at a disadvantage. “We are deeply troubled by the process that guided this decision, and particularly by the preferential treatment afforded to one shareholder,” Comcast and Continental executives declared late Friday.

Even as the deal was being negotiated, HBO and Warner Music chief Michael Fuchs opposed an apparent plan to appoint him as the number two at Turner Broadcast-ing, reporting to Turner. On Friday, Turner repeatedly declared that he is content to play second fiddle to Levin. And Levin insisted that a new order is about to dawn at the new Time Warner, where there’ll be more incentives to foster cross-company cooperation and good will. Anyone who can’t join the team, “we’ll roll over them,” Levin said in an interview. The question for Levin and Wall Street is, who is “we”?

If the deal goes through, Time Warner and Turner will become the world’s biggest entertainment and media company. Here’s how the parts will fit together:

TIME WARNER: Warner Bros. film (“Batman”) and television studios, post-1948 Warner Bros. cartoons and movies

TURNER: Castle Rock Entertainment (TV’s “Seinfeld”), New Line Cinema (“The Mask”), Turner Pictures, Hanna Barbera cartoons, pre-1948 Warner Bros. cartoons and films, MGM/United Artists movies (“Gone With the Wind”)

SYNERGIES: Time Warner could feature Scooby Doo and Fred Flintstone in full-length films, and their products in their retail stores. More Bugs to Turner’s Cartoon Network?

TIME WARNER: Home Box Of-flee, Cinemax, the fledgling WB network, interests in Court TV and Comedy Central, and cable systems serving 11.5 million homes

TUNER: Cable News Network, CNN International, Headline News, Turner Network Television (TNT), WTBS, the Cartoon Network, Turner Classic Movies

SYNERGIES: Plenty of cable customers for each company’s film libraries ranging from old Warner Bros. films to Hanna Barbera cartoon classics

TIME WARNER: Time Inc.’s magazines, including Time, People, Money and Sports Illustrated; Warner Books, Book-of-the-Month Club

TURNER: Turner Books

SYNERGIES: Time pundits on Larry King?

TIME WARNER: Fifty record labels including Warner, Atlantic and Elektra

TURNER: None

SYNERGIES: Joint ventures between the record divisions and cable networks like TNT

TIME WARNER: Six Flags theme parks, Warner Bros. retail stores, home videos

TURNER: Atlanta Braves base-ban team, Atlanta Hawks basketball (96 percent interest), World Championship Wrestling, CNN Airport Network

SYNERGIES: Cartoon characters like Fred and Scooby can star at the theme parks