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In the doomsday scenario raising anxiety around the Motor City, General Motors Corp. makes a deal for Chrysler LLC, keeps Jeep and the minivans, and vaporizes the rest of the company.

Tens of thousands of Chrysler's 66,409 employees lose their jobs as cash-desperate GM swiftly cuts redundant operations and sheds unprofitable models. Factories and dealerships are closed, and the lights go out at Chrysler's gleaming corporate headquarters campus in the northern suburb of Auburn Hills.

It's not something Andre Thibodeaux wants to think about. The general manager of Lelli's, an upscale steakhouse and Italian restaurant near Chrysler's 15-story tower, gets about half his lunch business from the automaker and related businesses.

The eatery, with roots in downtown Detroit and family owned for three generations, already has lost business as Chrysler and parts suppliers have downsized and people eat out less due to economic worries. The loss of Chrysler's corporate headquarters is almost unthinkable.

"I can't imagine moving the building or changing or selling or anything like that," said Thibodeaux. "Auburn Hills in general is built all around that building."

Although it may be unimaginable, industry analysts say GM would have no choice but to slash costs if it acquires struggling Chrysler from its current owner, New York private equity firm Cerberus Capital Management LP.

Both sides have been talking for months, but the pace recently has increased. Cerberus wants out of the auto business, and as the credit markets have dried up, GM, worried about running too low on cash before the U.S. auto market rebounds, wants Chrysler's currency stockpile.

A person familiar with the negotiations said Friday that the talks have advanced to the point where top executives of both companies have looked at a deal and asked for refinements. The person spoke on condition of anonymity because the talks are secret.

In August, Chrysler said it had accumulated $11.7 billion in cash and marketable securities as of June 30. That figure remains around $11 billion, the person said, despite Chrysler's U.S. sales being down 25 percent through September, the largest decline of any major automaker.

Detroit-based GM is burning up more than $1 billion per month, with several analysts predicting it will reach its minimum operating cash level of $14 billion sometime next year. GM's sales are down 18 percent, and the company has lost $57.5 billion in the past 18 months, although much of that comes from noncash tax accounting changes.

Chrysler's money pile would help solve GM's cash problem if credit remains unavailable.

Both automakers have had to deny bankruptcy rumors in recent weeks, saying people who won't buy cars from a company that looks like it could go out of business.

According to the person familiar with the negotiations, the deal being discussed thus far calls for Cerberus to hand over Chrysler in exchange for GM's 49 percent stake in GMAC (nyse: GJM - news - people ) Financial Services. GM sold a 51 percent stake in its finance arm to Cerberus in 2006.

Cerberus also would get an equity stake in GM, hoping to get a good return should GM recover when U.S. auto sales bounce back from a serious slump.

Other automakers, including the allied companies of Renault (other-otc: RNSDY.PK - news - people ) SA and Nissan Motor Co. (nasdaq: NSANY - news - people ), also are in discussions about Chrysler, the person said. Simultaneously, Cerberus, which bought 80.1 percent of Chrysler from Daimler AG in a $7.4 billion deal last year, is negotiating to acquire Daimler's 19.9 percent stake.

GM and Cerberus are still a long way from a deal, according to the person, and GM's board reportedly is cool to the idea.

All that GM, Chrysler and Cerberus have said about the negotiations is that automakers meet all the time. Chrysler Chief Executive Bob Nardelli said Thursday the auto sales drop has created an environment that favors consolidation.

It's the uncertainty of consolidation that worries many in Michigan, which has lost more than 400,000 jobs since 2000. Its unemployment rate in September was 8.7 percent, the highest in the nation, as GM, Chrysler and Ford Motor Co. (nyse: F - news - people ) continued to make cuts.

"Mergers usually represent job loss," Gov. Jennifer Granholm said Friday on the Public Broadcasting Service's Nightly Business Report. "We are fearful that a merger would mean more job loss, and that is the last thing we need."

Among the fearful are Chrysler workers and its roughly 3,600 dealers, who already are under pressure from the company to merge with other dealers and scale back their ranks.

"If you end up going from the Detroit Three to the Detroit Two, you don't need as many dealers representing those nameplates," said Dale Early, owner of a Chrysler-Jeep dealer in the Houston suburb of Kingwood, Texas. "With the market the way it is today, you don't necessarily have a need for three major manufacturers," he said.

The upside of an acquisition, industry analysts say, is that it would almost certainly shrink the U.S. auto industry to where it needs to be so the survivors can thrive. Many analysts are predicting that the U.S. auto market will shrink to sales of about 13 million vehicles this year. That's a drop of about 3 million from 2007, and the decline is more than Toyota Motor Corp. (nyse: TM - news - people )'s U.S. sales last year.

GM would almost immediately make cuts to eliminate duplication, save costs and hoard cash, and that means something like the doomsday scenario would occur, said Jeremy Anwyl, CEO of the Edmunds.com automotive Web site.

"At the end of the day you're looking at two companies having a much-reduced market share than the two independent companies," he said. "The only way to make that work is some sort of scenario where there's massive shutdowns and job losses."

But GM may see value in and keep other parts of Chrysler, which has several of the industry's most productive parts plants.

While the deal would likely cost jobs, David Cole, chairman of the Center for Automotive Research in Ann Arbor, said local economies and labor would still be better off than if one of the automakers were to fail.

"This would be good for the state because whatever happens in combining is going to be a lot less severe than an outright disaster," he said.

Chrysler veterans, though, have seen the movie before with the 1998 takeover by Daimler and the subsequent sale to Cerberus.

"A lot of the things that would come out of something like this, we've already had the anxiety related to it," Early said. "At some point I guess you refuse to feel like the sky is falling because you've already been through some of the dark days already."

AP Auto Writer Bree Fowler in New York and Associated Press Writer Corey Williams in Detroit contributed to this report.

"What's good for America is good for GM, and vise versa."

Charlie Wilson of General Motors (nyse: GM - news - people ) made that comment long ago. He is always misquoted, but that is what he said. It was true then, but what about today?

Will it be good for America if General Motors does not survive, if GM goes bankrupt, if GM goes out of business?

It could happen. From what we know, GM could run out of cash by the middle of next year.

Over the next days, we will hear about more GM plant closings, more layoffs and more dealer failings. We will also hear more about talks of a most unlikely merger with Chrysler.

Not only is the stock market scaring off buyers, but dealers are also having a hard time getting financing for those people still willing to buy a new car. The last thing GM--or any car company--needs is talk that GM is on the verge of bankruptcy. That will make car sales collapse even more as word of this spreads.

No one wants to by a new car from a company that might not be there tomorrow. That kills resale value and leaves consumers worrying about the warranty and the availability of repair parts. I would not expect a bankrupt car company to come back in this country--ever. Do you see any new Studebakers around? Any Packards or Cords?

A collapse of GM would cause the direct and collateral loss of hundreds of thousands of jobs--in assembly plants, parts plants, showrooms and more. Yes, in Darwinian capitalism, other auto companies would eventually pick up the slack in the workplace and marketplace. Would this be good for America right now?

This nervous talk does not mean that GM is going to go bankrupt. Would Japan allow Toyota (nyse: TM - news - people ) to go down? Would Germany allow Volkswagen (other-otc: VLKAF.PK - news - people ) to collapse? And does America owe something to GM?

I have a long memory. I remember World War II, when the president of GM--his name was William Knudsen--headed the successful effort to build our great war production machine. GM helped save America then.

I remember after 9/11 when GM brought out the "no interest" car loan to "keep America rolling" through that terrible shock.

I remember a day nearly 30 years ago when our government said it would not let the much smaller Chrysler go down, and guaranteed its loans, helped save Chrysler and made a profit on it.

I remember the great GM pay, pensions, health care and dividends that made life good for millions of Americans.

And I remember the great cars.

Maybe none of this is important today.

We know the Treasury Secretary and the head of the Federal Reserve and the president will spend anything--a trillion dollars--to save an insurance company and banks. Will they sit back and watch the destruction of the American auto industry?

Some facts: GM's money crisis is real and could bankrupt the company in months--especially if dealers cannot get financing for their inventories and car buyers--but that does not mean GM will go out of business.

GM has huge and still successful operations in Europe, in Brazil, in China. The company could restructure and separate its sick American operation from these healthier parts, allowing the company to continue abroad until a better day comes.

The government could guarantee loans as it did for Chrysler. The cost would be a fraction of the bailout of AIG (nyse: AIG - news - people )--and there is a good chance it would cost nothing.

It is even possible that someone would buy the company--say, Toyota of Japan. While I think that it would be a disaster, it is also possible that GM will merge with Chrysler, which would also be a big mistake.

Going out of business is not likely, and bankruptcy is now a political decision. General Motors certainly has strengths. For starters, it is still the largest automaker in the U.S. with more than 20% of the business.

GM trucks, the full-sized Chevy and GMC pickups and the truck-based sport utility vehicles like the Tahoe and Suburban are among the best in the world. Yes, these vehicles do not deliver great gas mileage, but oil prices have come way down since this summer's $145 per barrel in the spot market, and I trust that gasoline prices will work their way lower, too.

The newest GM cars can now hold their own with all foreign competition. I am talking about vehicles such as the Cadillac CTS, the Chevy Malibu and the Corvette ZR1 supercar. I predict the upcoming Chevrolet Camaro will be a winner, too. The "base" model Camaro promises decent fuel economy and a 300 horsepower V-6 as the standard engine. This is not a "secretary's car."

The coming Chevy Volt just may open the way to electric cars. Once great divisions like Pontiac and Buick are merely hanging on, but they are not dead yet, and GM has several new, and potentially, exciting vehicles in the works.

If there is a great weakness at GM, it is management. For too many years GM's financially oriented managers ignored or mishandled the car business. I call it arrogance matched by ignorance. On the other hand, these executives were not thieves. They did not enrich themselves like the leaders of the financial service companies that the government is so eager to rescue. GM's managers just did not understand why Americans love their cars.

If the government is willing to help, to give loan guarantees to General Motors, it should ask if this management could lead the company out of its depression, as Lee Iacocca led Chrysler, as George Romney led American Motors.

When GM stock closed below $5 a share last Thursday, its market value fell to $2.7 billion, far less than the market capital of some Internet start-ups during the market bubble a decade ago. Remember when Chrysler was struggling in the early 1980s and trading at $3 per share (not adjusted for subsequent splits)? Investors who took a chance in that company more than doubled their money in a short period.

If the country decides it does not need GM, we should remember Percy Bysshe Shelley's poem.