Last May, when Benjamin Orr - bassist, singer and co-founder of the Cars - was diagnosed with pancreatic cancer, he was told he had six months to live. At the time, Orr was scheduled to go on tour with his new band, Big People. "Ben said, 'Just book it,' " remembers band mate Jeff Carlisi. "'I'm there.'" For those who knew Orr, the decision was not surprising. From his days as a teen pop idol in Cleveland through his long climb to platinum-selling success with the Cars to his death on October 3rd in Atlanta at age fifty-three, Orr lived his life for rock music.

His was, on the surface, the most ordinary of upbringings. Born Benjamin Orzechowski in 1947, he was the son of devoutly religious Russian Orthodox parents who had immigrated to Cleveland from Russia and Czechoslovakia. Suspicious of the modern world, Orr's parents eschewed local banks, entrusting the family's savings to a bartender from the old country, and often kept all the blinds on the family home pulled down. But they were fanatically devoted to their adorable, blue-eyed only son. They splurged to send Benny to school every day in a taxi. When Orr bought his first car at age sixteen - a lavender 1964 Impala - his mother would not allow the car out of the driveway until it had been blessed by the local priest.

In a sharp break from the old-world views of his parents, Orr was galvanized by the music of Elvis Presley , and by age eleven he was taking drum lessons and learning to master rock guitar. He became a rabid Beatles fan, adopting not only the Fab Four's sartorial style but even a lightly inflected British accent (heard in many of his vocal performances for the Cars).

At age fifteen, Orr was tapped as rhythm guitarist and singer for a local teen band called the Grasshoppers. Although he had up to this time performed only in ragged garage ensembles, little Benny Orzechowski already looked like the consummate rock icon: a heavy-lidded, blue-eyed, voluptuous-lipped blond with a crooning ballad voice that he could shift, at will, into a ripped McCartney-esque rock shout. Presiding over the audition was Grasshoppers manager and local DJ "Emperor" Joe Mayer, of radio station WHK. "We were just amazed watching Benny," recalls Mayer's widow and co-manager, Ginny. "He could play any instrument, and he could sing. He was so smooth, so well-dressed. Honest to God, he was just beautiful. It was stunning. Afterward, I said to him, 'You're pretty good!' He said, 'Thanks.' I said, 'I'd pay money to see you play some day.'" Orr - showing an early penchant for the clipped, Beatles-like rejoinder - smiled and said, "No, I'd send a limo."

"Ben lived the part from Day One," says Chris Kamburoff, a guitarist who played in another teen band with Orr - Mixed Emotions. "He had the attitude and the mind-set of a rock star." Wayne Weston, a friend who played drums in a later outfit with Orr, concurs: "This is a guy who, by age seventeen, couldn't leave his house without getting mobbed by girls. And he took advantage of it. We used to kid him that Benny bought engagement rings by the box."

In 1965, the Grasshoppers scored two regional hits with their singles "Mod Socks" and Orr's Hawaiian-tinged ballad "Pink Champagne (and Red Roses)." During that same period, the Grasshoppers got a weekly gig as house band on the TV show Upbeat, a teen dance program, opening for innumerable major acts, including the Dave Clark Five, Billy J. Kramer and the Dakotas, Paul Anka and Bobby Goldsboro.

Yet even as Benny "Eleven Letters" (as he was known because of his long name) was enjoying this heady courting by both local and national media (he was photographed for a Life magazine feature on the Beatles-haircut craze that was sweeping the heartland), Orr held his most private self in reserve. After his father, Charles, passed away when Orr was in his early twenties, he made so little of it to friends that they later could not recall when his father died. Nor did Orr entrust to any but his closest confidants a family secret that had haunted him through childhood. Dimly recollecting a brother from his earliest years, Orr was in his teens before he was told that the person he recalled was, in fact, a half-brother, the product of an earlier marriage of his father's - a sibling some ten years his senior who had moved away when Orr was a child. Intent on finding his brother, Orr finally happened to stumble upon his extended family while playing a gig in a neighboring town.

Yet while Orr rarely, if ever, spoke of these matters to friends, few who knew him failed to register a certain craving on Orr's part for belonging and family. Orr developed a talent for adopting himself into the families of his mostly female fans. Diane Kokai (now Akins), five years his junior, was among them. "Ben used to come over all the time," Akins recalls, standing in the basement room that serves as a shrine to her teenage friendship with Orr. On the coffee table are stacks of photos and newspaper clippings featuring Orr in various teen bands, and on the walls are a poster of him and gold and platinum records from the Cars, trophies that Orr's mother gave to Akins when she entered a nursing home. "He fell in love with my family," Akins continues. "He called my father 'Dad' and my mother 'Mom.' He was like a brother to me."

Despite every augury of early success, the Grasshoppers' promise was thwarted when several band members were drafted for the Vietnam War - a fate that eventually befell Orr, too. Though he would spend only a few months in basic training before earning a deferment as an "only surviving son," the momentum of his earlier career was lost. On his return home, his Beatles bangs shaved into a military buzz cut, he worked in a men's clothing store while he scanned the horizon for his next break. It was, by all accounts, a tough time for Orr, during which he nearly died in an apartment fire that claimed all his belongings. "Ben was pretty destitute," recalls Grasshoppers drummer Sid Turner. "But he never talked about giving up and becoming a carpenter or something. He was going to play music, no matter what."

Then he met a fellow struggling musician named Richard Otcasek. (Like Orr, Ocasek would not simplify his Slavic name until launching the Cars.) "He came to my apartment and played me some songs on acoustic guitar," Ocasek remembers. "He played 'Yesterday' by the Beatles. It was the most beautiful voice I ever heard. I said, 'Great - we gotta form a band.'"

In the next eight years, they formed countless bands as they drifted from Cleveland to Columbus, Ohio, then to New York, Woodstock and eventually Boston in search of a scene - and a sound - congenial to them. Ocasek remembers the lean times. "It was sticking it out," he says. "I remember so many times both of us thinking, 'Another band down the tubes.' It would take us a while to regroup and figure out what we're doing it for. I remember at one point standing outside with Ben at some phone booth all day waiting for some manager in New York to call. You live on those little dreams." In 1972, calling themselves Milkwood, they released an album of acoustic songs. The LP featured Orr and Ocasek on the cover, unrecognizable behind drooping mustaches, long hair and thick winter coats - not exactly the Cars. Other incarnations during this period - Cap'n Swing, Richard and the Rabbits, ID Nirvana - were similarly doomed. Orr and Ocasek, now creeping up on thirty, were obliged to take jobs in a jeans store to keep their stomachs full. "I got to be manager, and I hired Ben," Ocasek says with a chuckle. "We'd just make collages all day, smoke pot and write songs."

In 1976, the duo, energized by the burgeoning punk movement, formed a New Wave-inflected band - the Cars - with former Modern Lovers drummer David Robinson, guitarist Elliot Easton and keyboard player Greg Hawkes. Channeling all its frustration into a tight set of Ocasek songs with deceptively upbeat major-key choruses, the band made its debut on New Year's Eve 1976 and soon became a big draw at the Boston bar the Rat. Orr, now playing bass, sang lead vocal on "Just What I Needed," an insanely addictive pop-rock song that the group included on a nine-song demo. Though the band was scorned by labels and critics as too old, the "Just What I Needed" demo was seized by a local DJ, who put it on heavy rotation. The song was soon a staple of playlists in an ever-widening circle of markets. After a decade of struggle, Ocasek and Orr had landed a red-hot single, without benefit of a record deal or promotion. The major labels raced to Boston to sign them. Elektra Records won the lottery. By late 1978, the Cars had a platinum album with their debut LP - and Benjamin Orr, now age thirty-one, had finally realized the rock & roll stardom that had seemed his destiny since age fifteen. In the next decade, Orr would sing a number of the Cars' best-known songs, including "Candy-O," "Bye Bye Love," "Moving in Stereo" and the haunting "Drive," their most successful single ever. "I was never confident in my own voice," says Ocasek, "but I was always confident in his. I always felt relieved when he was singing, and I was always proud of him when he sang."

At the height of his success with the Cars, Orr did not forget his old Cleveland friends and former band mates. He also held good on his early promise to his ex-manager Ginny Mayer: When the Cars' tours brought the band to Cleveland, Orr supplied limousines to ferry her, and his friends, to the shows, outfitting them all with backstage passes and showering them with gifts and souvenirs from his travels to places as far-flung as Japan.

After the band's breakup in 1987 and the release of his solo album, The Lace (which scored a Top Forty hit, "Stay the Night"), Orr faded from public view and settled quietly in rural Vermont. But he was not able to stay out of music for long. In 1994, he put together the Orr Band, using studio musicians. In March 1999, he was tapped to play bass for the Atlanta-based Big People, comprised of refugees from Eighties groups, including Jeff Carlisi from .38 Special, Derek St. Holmes of Ted Nugent's band and Liberty DeVitto from Billy Joel's band. After a short tour with Styx in the fall of 1999, Big People booked a series of dates for spring and summer. They were starting to write their own songs and make tentative plans to record - and Orr, who had relocated to Atlanta, began to refer to the group and its entourage as "my new family." At that time, he also met Julie Snider, a forty-one-year-old divorcee and single mother who was organizing a March of Dimes event that Big People had been booked to play. After a series of failed relationships (including two marriages and another union that produced his only child, five-year-old Ben), Orr, at fifty-two, had fallen in love. The two became engaged. "Ben had a calmness about him that I related to," says Snider. "He wasn't ostentatious like you'd expect a rock star to be. He was gentle and kind, and loved family."

Having given up drinking, Orr was feeling better than he had in years - and looking better. A sudden drop in his weight had restored his dramatic Slavic cheekbones - a weight loss he attributed to his healthier lifestyle. "I remember Ben saying, 'We gotta take some band shots now!'" says Snider.

But by the early spring of this year, it became clear that something was wrong. His weight loss increasing, Orr was also now displaying signs of jaundice. He checked into a hospital for tests, and on May 25th received a diagnosis of pancreatic cancer, which is incurable. "How do you handle something like that?" asks Snider. "Denial. Sadness. Anger. Disbelief. 'This doesn't happen to me!'"

Gradually, however, Orr seemed to come to terms with the news. He made his decision to continue playing with Big People. Between the end of June and late August, Orr played a staggering eleven shows in eight cities in North Dakota, Wisconsin and Illinois, and did interviews for a planned Cars TV documentary and DVD retrospective scheduled for release in November. He and Ocasek had not talked in eight years. "Things happen, people get jealous and sidetracked, and then they get stubborn," Ocasek says of their long falling-out. "But he was my best friend. The longest and closest friend I ever had, for sure." At dinner in a restaurant after the TV taping, that closeness was rekindled. "Ben and I snuck away together for some cigarettes," says Ocasek. "We kind of hugged each other for a while. He was a model of strength."

But Orr was also realistic. Not long after his diagnosis, he began to call people who had been important to him back in Cleveland, among them Ginny Mayer. "He said, 'I'm very sick,'" Mayer recalls. "He seemed to be handling the whole thing the way he handled his whole life. He didn't want anyone to come and visit him. He said, 'If they would come to a performance and just wave at me . . .'"

In a conversation with a teenage sweetheart, Marilyn Stolz, Orr said, "If I'm going to go down, I'm going down onstage." He also mused, "Just when you think things are going along good, God says it's time to stop. But," he added with a rueful chuckle, "you had a good time, didn't you?"

In August, Orr joined Big People on a gig in Alaska. "It's amazing that he would have done that," says Mayer, "flying all that way, dragging oxygen bottles and everything with him." But Jeff Carlisi says it was at the Alaska show that Orr's strength started to falter: "His voice didn't seem quite as strong."

Soon, Orr was back home in Atlanta, bedridden. His weight plunged to near 100 pounds. In early October, he called Mayer and spoke about coming home to Cleveland one last time. "He could barely talk," Mayer says. "It was wishful thinking." Orr died at home on the morning of October 3rd. According to his survivors, he never gave in to despair. Rock & roll was his salvation, his comfort and his reason to go on. "His attitude was such an inspiration," says Carlisi. "He said, 'Until I can't do this anymore, we rock.'"