If Comcast's attempt to take over The Walt Disney Co. succeeds, lawyers may torch their copies of antitrust law. And sports fans will check their back pockets to make sure their wallets are still intact.

Cable television specialists of the Federal Communications Commission and the Justice Department's media branch probably woke up very quickly this morning after Comcast, the nation's largest cable company, announced a hostile bid for Disney. The deal faces formidable obstacles, not the least of which might be Disney investors' reluctance to swap their shares for those of a debt-laden cable operator whose stock has underperformed their own and the S&P 500 over the past year. The market's immediate reaction was skeptical -- Disney and Comcast stock opened lower this morning, although Disney shares soon recovered and closed higher as the broad market rose.

Still, Comcast executives can cite plenty of generic, market-scale-based reasons for merging with the House of Mouse, and had Comcast targeted virtually any other media outfit, the combination would seem far more benign. But one of the biggest reasons to fear this particular merger boils down to four letters: ESPN.

Other channels such as HBO, MTV, CNN and Fox News are big players in the cable TV world, but Disney-owned ESPN stands out as a programming beast. The sports network has the highest average ratings of any cable network and the most desirable advertising demographic (young males). The combination gives ESPN the clout to charge the most expensive fees in the cable programming business. Some analysts, such as Larry Haverty of State Street Research, believe ESPN is worth at least $10 billion.

"Clearly, the power app, the killer app (for television) throughout the world ... is sports," Haverty said on our Dec. 26, 2003 show. "If you look at who is doing the stuff in the United States, clearly the guy that has cornered the most sports rights is Disney. And ESPN is raising prices."

"Torturous" doesn't even begin to describe the latest fee negotiations between ESPN and cable companies. Cox Communications is waging a public relations battle with ESPN, complete with TV ads and dueling Web sites. Eight months ago, FORTUNE (whose parent, Time Warner, owns the second-biggest U.S. cable operator) described the Comcast-ESPN tensions:

"It's at Eisner's ESPN that (Comcast CEO Brian) Roberts will have his most visible test. ESPN has been asking cable operators to pay a 20 percent annual increase for its shows, arguing that Comcast and others get plenty of value for the roughly $2 a month per subscriber they pay to air ESPN. Comcast isn't about to debate the merits of ESPN's programming; it just wants a lower price. 'We spend more on programming than any other cost,' says Burke. 'We would be crazy not to worry about these increases.' Then, retreating into Comcast mode, he adds, 'That having been said, we think these matters are better settled privately.' "

Those privacy concerns disappeared the moment Comcast escalated from a tug-of-war over fees to war, period. The decision may have been easy, especially after Disney directors Roy Disney and Stanley Gold did potential acquirers a favor by splitting with the rest of the board late last year and further undermining CEO Michael Eisner's already shaky standing with many shareholders. But even before Gold and Disney made their play, the thought of attacking Disney was being circulated in the cable community. FORTUNE reported in the aforementioned July 2003 article:

"Another power play is that Roberts is quietly exploring his own programming options. Comcast reportedly is interested in a stake in Cablevision Systems' regional sports networks. Another scenario making the rounds on Wall Street is that Comcast eventually could team up with Rupert Murdoch's Fox to secure rights to broadcast NFL games -- gaining huge leverage over ABC and ESPN, which currently broadcast Monday night and Sunday night games, respectively. And then there are persistent rumors that Comcast may make a bid for Disney."

In a letter to Eisner, Comcast executives cited the acquisition of U.S. satellite king DirecTV by global media baron Rupert Murdoch's News Corp. as a precedent for Disney-Comcast. But Murdoch, though he dominates soccer broadcasting around the world, has no U.S. properties with an ESPN-like cachet, the rapid growth of Fox News notwithstanding.

A more accurate comparison would be News Corp.'s British operations, as pointed out by an unnamed cable executive quoted by FORTUNE a year ago:

" 'Look at the U.K. experience,' says one U.S. cable operator, who's not ready to speak publicly yet. 'BSkyB, which was controlled by News Corp., had very tight control over movies and sports, and the cost of programming to cable operators was higher than anywhere else in the world.' Told that Murdoch promises to sell his content to cable and satellite on the same terms, the cable guy replies, 'It's easy to overprice programming when you're paying yourself.'

Combining Disney with Comcast -- which has 75 percent more subscribers than DirecTV -- would give new meaning to leverage in the media industry. Comcast won't fret any longer over ESPN's carriage fees; if anything, it would be in Comcast's best interest to jack up ESPN's pricing even more, to put the clamp on competitors such as, well, Murdoch.

Comcast already has little incentive to restrain prices. A Mouse-engorged Comcast would have none at all.

-- Sergio Non is Wall $treet Week with FORTUNE's online editor.