If anyone would listen to him, Paul O'Neill thought, Dick Cheney would. The two had served together during the Ford Administration, and now as the Treasury Secretary fought a losing battle against another round of tax cuts, he figured that his longtime colleague would give him a hearing.

These people are nasty and they have a long memory.  Loyalty to a person and whatever they say or do, that's the opposite of real loyalty, which is loyalty based on inquiry, and telling someone what you really think and feel—your best estimation of the truth instead of what they want to hear.

Paul O'Neill

O'Neill had been preaching that a fiscal crisis was looming and more tax cuts would exacerbate it. But others in the White House saw a chance to capitalize on the historic Republican congressional gains in the 2002 elections. Surely, Cheney would not be so smug. He would hear O'Neill out. In an economic meeting in the Vice President's office, O'Neill started pitching, describing how the numbers showed that growing budget deficits threatened the economy. Cheney cut him off. "Reagan proved deficits don't matter," he said. O'Neill was too dumbfounded to respond. Cheney continued: "We won the midterms. This is our due."

A month later, Paul O'Neill was fired, ending the rocky two-year tenure of Bush's first Treasury Secretary, who became known for his candid statements and the controversies that followed them. Rarely had a person who spoke so freely been embedded so high in an Administration that valued frank public remarks so little.

Now O'Neill is speaking with the same bracing style in a book written by Pulitzer prizewinning journalist Ron Suskind. The Price of Loyalty: George W. Bush, the White House and the Education of Paul O'Neill traces the former Alcoa CEO's rise and fall through the Administration: from his return to Washington to work for his third President, whom he believed would govern from the sensible center, through O'Neill's disillusionment, to his firing, executed in a surreal conversation with Cheney, a man he once considered a fellow traveler. Suskind had access not only to O'Neill but also to the saddlebags he took with him when he left town, which included a minute-by-minute accounting of his 23 months in office and 19,000 pages of documents on CD-ROM.

So, what does O'Neill reveal? According to the book, ideology and electoral politics so dominated the domestic-policy process during his tenure that it was often impossible to have a rational exchange of ideas. The incurious President was so opaque on some important issues that top Cabinet officials were left guessing his mind even after face-to-face meetings. Cheney is portrayed as an unstoppable force, unbowed by inconvenient facts as he drives Administration policy toward his goals.

O'Neill's tone in the book is not angry or sour, though it prompted a tart response from the Administration. "We didn't listen to him when he was there," said a top aide. "Why should we now?"

But the book is blunt, and in person O'Neill can be even more so. Discussing the case for the Iraq war in an interview with TIME, O'Neill, who sat on the National Security Council, says the focus was on Saddam from the early days of the Administration. He offers the most skeptical view of the case for war ever put forward by a top Administration official. "In the 23 months I was there, I never saw anything that I would characterize as evidence of weapons of mass destruction," he told TIME. "There were allegations and assertions by people.

But I've been around a hell of a long time, and I know the difference between evidence and assertions and illusions or allusions and conclusions that one could draw from a set of assumptions. To me there is a difference between real evidence and everything else. And I never saw anything in the intelligence that I would characterize as real evidence." A top Administration official says of the wmd intelligence: "That information was on a need- to-know basis. He wouldn't have been in a position to see it."

From his first meeting with the President, O'Neill found Bush unengaged and inscrutable, an inside account far different from the shiny White House brochure version of an unfailing leader questioning aides with rapid-fire intensity. The two met one-on-one almost every week, but O'Neill says he had trouble divining his boss's goals and ideas. Bush was a blank slate rarely asking questions or issuing orders, unlike Nixon and Ford, for whom O'Neill also worked. "I wondered from the first, if the President didn't know the questions to ask," O'Neill says in the book, "or if he did know and just not want to know the answers? Or did his strategy somehow involve never showing what he thought? But you can ask questions, gather information and not necessarily show your hand. It was strange." In larger meetings, Bush was similarly walled off. Describing top-level meetings, O'Neill tells Suskind that during the course of his two years the President was "like a blind man in a roomful of deaf people."

In his interview with TIME, O'Neill winces a little at that quote. He's worried it's too stark and now allows that it may just be Bush's style to keep his advisers always guessing. In Suskind's book, O'Neill's assessment of Bush's executive style is a harsh one: it is portrayed as a failure of leadership. Aides were left to play "blind man's bluff," trying to divine Bush's views on issues like tax policy, global warming and North Korea. Sometimes, O'Neill says, they had to float an idea in the press just to scare a reaction out of him. This led to public humiliation when the President contradicted his top officials, as he did Secretary of State Colin Powell on North Korea and Environmental Protection Agency administrator Christine Todd Whitman on global warming. O'Neill came to believe that this gang of three beleaguered souls—only Powell remains—who shared a more nonideological approach were used for window dressing. We "may have been there, in large part, as cover," he tells Suskind.

If the President was hard to read, the White House decision-making process was even more mysterious. Each time O'Neill tried to gather data, sift facts and insert them into the system for debate, he would find discussion sheared off before it could get going. He tried to build fiscal restraint into Bush's tax plan but was thwarted by those who believed, as he says, that "tax cuts were good at any cost." He was losing debates before they had begun. The President asked for a global-warming plan one minute and then while it was being formulated, announced that he was reversing a campaign pledge to cut carbon dioxide emissions and pulling out unceremoniously from the Kyoto global- warming treaty, short-circuiting his aides' work. The President was "clearly signing on to strong ideological positions that had not been fully thought through," says O'Neill. As for the appetite for new ideas in the White House, he told Suskind, "that store is closed."

To grope his way out of the wilderness, O'Neill turned to his old friends from the Ford Administration, Alan Greenspan and Dick Cheney. According to the book, Greenspan agreed with many of his proposals but could not do much from his Delphian perch. When O'Neill sought guidance from the Vice President about how to install a system that would foster vigorous and transparent debate, he got grumbles and silence but little sympathy. Soon O'Neill concluded that his powerful old colleague was rowing in a different direction."I realized why Dick just nodded along when I said all of this, over and over, and nothing ever changed," he says in the book. "This is the way Dick likes it."

Where ideology did not win, electoral politics did. Overruling many of his advisers, the President decided to impose tariffs on imported steel to please voters in key swing states like Pennsylvania, West Virginia and Ohio.

When the corporate scandals rocked Wall Street, O'Neill and Greenspan devised a plan to make CEOs accountable. Bush went with a more modest plan because "the corporate crowd," as O'Neill calls it in the book, complained loudly and Bush could not buck that constituency. "The biggest difference between then and now," O'Neill tells Suskind about his two previous tours in Washington, "is that our group was mostly about evidence and analysis, and Karl (Rove), Dick (Cheney), Karen (Hughes) and the gang seemed to be mostly about politics. It's a huge distinction."

A White House that seems to pick an outcome it wants and then marshal the facts to meet it seems very much like one that might decide to remove Saddam Hussein and then tickle the facts to meet its objective. That's the inescapable conclusion one draws from O'Neill's description of how Saddam was viewed from Day One. Though O'Neill is careful to compliment the cia for always citing the caveats in its findings, he describes a White House poised to overinterpret intelligence. "From the start, we were building the case against Hussein and looking at how we could take him out and change Iraq into a new country," he tells Suskind. "And, if we did that, it would solve everything. It was about finding a way to do it. That was the tone of it. The President saying, 'Fine. Go find me a way to do this.'"

Cheney helped bring O'Neill into the Administration, acting as a shoehorn for O'Neill, who didn't know the President but trusted the wise counselor beside him. So it was perhaps fitting that Cheney would take O'Neill out. Weeks after Bush had assured O'Neill that rumored staff changes in the economic team did not mean his job was in peril, Cheney called. "Paul, the President has decided to make some changes in the economic team. And you're part of the change," he told O'Neill. The bloodless way he was cut loose by his old chum shocked O'Neill, Suskind writes, but what came after was even more shocking. Cheney asked him to announce that it was O'Neill's decision to leave Washington to return to private life. O'Neill refused, saying "I'm too old to begin telling lies now."

Suskind's book—informed by interviews with officials other than O'Neill—is only a partial view of the Bush White House. Bush's role on key topics like education, stem-cell research and aids funding is not explored. Bush's role as a military leader after 9/11 is discussed mostly through O'Neill's effort to stop terrorist funding. Bush comes across as mildly effective and pleased with O'Neill's work. The book does not try to cover how Bush engaged with his war cabinet during the Afghan conflict or how his leadership skills were deployed in the making of war. On the eve of the Iraq war, however, O'Neill does tell Suskind that he marvels at the President's conviction in light of what he considers paltry evidence: "With his level of experience, I would not be able to support his level of conviction."

There is no effort to offer an opposing analysis of O'Neill's portrayal of his tenure. The book lists his gaffes—he ridiculed Wall Street traders, accused Democrats of being socialists and disparaged business lobbyists who were seeking a tax credit that the President supported—but it portrays these moments as examples of brave truth telling in a town that doesn't like it. White House aides have a different view: It wasn't just that O'Neill was impolitic, they say; his statements had real consequences—roiling currency markets and Wall Street. What O'Neill would call rigor, Bush officials say, was an excessive fussiness that led to policy gridlock and sniping within the economic team.

O'Neill says he hopes that straight talk about the broken decision-making process in the White House will highlight the larger political and ideological warfare that has gripped Washington and kept good ideas from becoming law. Perhaps naively or arrogantly, or both, he even believes it may help change the climate. Ask him what he hopes the book will accomplish, and he will talk about Social Security reform in earnest tones: tough choices won't be made in Washington so long as it shuns honest dialogue, bipartisanship and intellectual thoroughness. O'Neill may not have been cut out for this town, but give him this: he does exhibit the sobriety and devotion to ideas that are supposed to be in vogue in the postironic, post- 9/11 age.

Loyalty is perhaps the most prized quality in the White House. In the book, O'Neill suggests a very dark understanding of what happens to those who don't show it. "These people are nasty and they have a long memory," he tells Suskind. But he also believes that by speaking out even in the face of inevitable White House wrath, he can demonstrate loyalty to something he prizes: the truth. "Loyalty to a person and whatever they say or do, that's the opposite of real loyalty, which is loyalty based on inquiry, and telling someone what you really think and feel—your best estimation of the truth instead of what they want to hear." That goal is worth the price of retribution, O'Neill says. Plus, as he told Suskind, "I'm an old guy, and I'm rich. And there's nothing they can do to hurt me."

Copyright © 2004 Time Inc.

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