It started on a Los Angeles rooftop on a Saturday morning late last summer. Producer and writer Stacy Codikow was set to have breakfast with friends Amy Shomer, a producer, and K. Pearson Brown, a publicist/producer, and she was determined to serve up more than bagels and juice. "I just need you to listen to me for a half-hour," she recalls saying to the women. They did, and when breakfast was over the Professional Organization of Women in Entertainment Reaching Up (POWER UP) was born.

The group's mission, they decided, would be to promote, encourage and support the vision and integration of women in the entertainment industry. To that end, the group's resources include a résumé bank, membership directory, networking events, roundtables, seminars, mentors and grants for filmmaking. Membership is open to anyone (not strictly lesbians) working in television, film or media who support the group's mission, and for those who want to reach out and rise up in the industry.

The trio made a splash when they placed a full-page ad in the "Gay Hollywood" issue of Variety on Oct. 11 (National Coming Out Day). They then put together an A-list honorary board of directors that includes, among others, director/writer Jamie Babbit ("But I'm a Cheerleader"), executive producer Leslie Belzberg ("Honey I Shrunk the Kids"), and Marcus Hu (co-president of Strand Releasing). To top it all off, the women threw a great coming-out party at downtown L.A.'s Ciudad restaurant, where 300 guests sipped cosmos and mingled with prestigious board members as well as event hosts Suzanne Westenhoefer, Susan Dey and Judith Light.

"I'm not a procrastinator," says Codikow, 38 and a native Angeleno. "I wanted to be part of a community that I now felt good about." Codikow, who only came out of the closet about a year ago, began her community involvement after a massage therapist suggested volunteer work as a way of networking.

She went on to work at the Gay and Lesbian Alliance Against Defamation (GLAAD), where she raised over $80,000 in six months. She also secured the talents of Joan Jett and Sophie B. Hawkins for the GLAAD Media Awards. While working on the Media Awards Codikow met Shomer and Brown.

Codikow's start in "the biz" began after graduating from the University of Southern California's film school. Through a contact of her family, she got a position on the series "Cagney and Lacey." "I was basically a runner until I worked my way up to producer's coordinator," she says. By age 24 she formed Codikow Films and produced her first independent feature film "Hollywood Heartbreak" starring James LeGros ("Ally McBeal"). After stints as vice president of development for cable projects, Codikow began more "serious" writing about four years ago for such shows as "Profiler" and "Twice in a Lifetime."

Although never herself the object of discrimination because of her sexuality, as a woman Codikow saw firsthand some of the obstacles, and she was not about to let the infamous glass ceiling of Hollywood impede her progress. She knew she would have to use her "tenacity, drive, leadership and vision" to help other gay women "network and share their common interests."

Shomer, 39, had quite a different background before coming together with Codikow and Brown to form POWER UP. An Ohio native, Shomer was out by the time she was 20. "By 17, I was really questioning my sexuality," she remembers. "My mom asked me to have lunch with her--my mother never asked me to have lunch. It was there that Mom said, 'Amy, you like girls.' " Shomer laughs. "My mom told me!" With the support of her family she then felt comfortable to explore that area of her life.

As for her professional life, Shomer worked in the family business of real-estate law, but always had an interest in film and television. At age 17, she went to San Diego to attend a health and fitness seminar. A friend was working on a commercial featuring Ed McMahon and invited Shomer to the set. Lo and behold, the production assistant hadn't shown up and she was recruited to step in--and loved every minute of it. By the time she was 20, Shomer had moved out to Los Angeles and worked as a production assistant with producer Bill White. By the late '80s, Shomer shot video for the L.A. Gay & Lesbian Center's Women's Night event. For the next 19 years, Shomer wore a variety of hats, producing more than 100 television commercials, five cable-TV pilots, numerous public service announcements, an exercise video for Live Entertainment, documentaries, film trailers, and numerous live events including co-producing the 2000 GLAAD Media Awards.

Shomer says she has not personally been affected by discrimination due to her sexual orientation. "I guess I live in a sort of bubble ... No one has ever been anything but respectful--at least to my face," she says. However, Shomer is very aware of the way sexuality can affect job opportunities in Hollywood, particularly with women. "It's much more subtle. They won't say anything to your face, they just won't hire you." Shomer felt there was an incredible need for a networking tool for gay women. By the time she got together with Codikow and Brown during that fateful breakfast, Shomer says she was just "bursting" with ideas.

Brown, 37, currently a publicist for On the Scene Productions, is a native of Washington, D.C. She has worked extensively as a publicist for the American Physical Therapy Association for 12 years while freelancing for other organizations and working on films during her off time.

With degrees in English and journalism from James Madison University as well as a number of film classes under her belt, Brown always knew she wanted to be closer to the film community, but not that many projects came her way in the nation's capital. She did work on several films, such as "Contact" as a junior publicist and production assistant. "But you can't make a living in feature films in D.C.," Brown explains. So after working on the GLAAD Media Awards in Washington, Brown knew she needed to be closer to the Hollywood community if she was to pursue what she really wanted to do. She also knew that "contacts" were vital.

As luck would have it, Brown met Pam Kuri on the set of "From the Earth to the Moon." The two hit it off and Kuri and Kuri's girlfriend served as Brown's "family away from home" when Brown made the move to Los Angeles 18 months ago. "They were terrific, letting me stay in their guest house and introducing me to other gay women who were selling furniture, or had leads for jobs. ... The gay hookup system is so important," Brown asserts.

Her coming-out didn't actually occur until 1992. "I was married at the time, but knew deep inside that I needed to be true to myself." Brown ended her marriage and "implicitly" came out. "It's more closeted in D.C.," she explains. "It's sort of a 'don't ask, don't tell' mentality."

Unlike her two co-founders, Brown has experienced "subtle" discrimination based on her sexual orientation. A mentor in the PR business was poised to promote her when she discovered the reason Brown had ended her marriage. "She dropped me so fast and my career came to a halt," Brown says. Another instance occurred when a friend introduced Brown to a man who worked for one of the major trade publications who had said he wanted to be "friends." "We had lunch and I was very frank about who I was. After the meeting ended, this man had called my friend and said, 'What were you doing, she was gay!' ... I guess he thought the meeting was more than it was."

Brown is a firm believer in the need for networking, having learned that you can't depend on others to further your career. "I'd like to see POWER UP become a household name for everyone in Hollywood," she says. For Shomer, it's where "being gay is a common bond and creates a safe place... People coming are already saying 'I'm not judging you.'--It's about inclusion rather than exclusion. " And for Codikow, it's been a personal journey that has already reaped many rewards. "We hoped for 100 members in the first year and we're already at over 200 less than four months after we made the announcement in the trades."

With these three at the helm, it's full-speed ahead.