Bruce Paltrow wasn't feeling well when he headed to Italy in late September. In remission from throat cancer, he still had ulcers and found it difficult to talk. But nothing could keep him from his Roman holiday—or its star, his daughter Gwyneth. On Sept. 25 the two began what was intended as a 12-day trip in honor of her 30th birthday: Dining at Rome's exclusive Il Bolognese eatery, strolling through San Miniato church in Florence, staying at a grand Tuscan villa with designer Valentino. "Her birthday," says Bruce's friend of almost 50 years, writer Mitchell Fink, "mattered more to him than his own health."

On Oct. 2 his poor health caught up with him. Suffering symptoms of pneumonia, Bruce, 58, was flown by helicopter from Tuscany to a Rome hospital, where he died of respiratory complications early the next morning. Gwyneth and her brother Jake, 27, who had rushed there from Los Angeles, were by his side. Their mother, actress Blythe Danner—who had been filming in L.A.—met them in New York after the pair returned home in Steven Spielberg's jet. Despite Bruce's battle with throat cancer two years ago, the news caught his inner circle off-guard. "His body had taken a beating," says ex-NYPD Blue producer Mark Tinker, a close friend, "but he didn't let on."

Gwyneth mustered some of that same stoicism on Oct. 6 to speak before about 250 of her father's family and friends—including producer Harvey Weinstein, Christopher Reeve and two of her former flames, Ben Affleck and Luke Wilson—at a memorial gathering at Michael's restaurant in Manhattan. "She spoke about her last days with him," says her cousin Hillary Danner, 33, an actress, "and how meaningful they were."

Long before he was known as Gwyneth's dad, Paltrow produced and directed TV series such as The White Shadow (1978-81) and St. Elsewhere (1982-88). A tough boss who relished a good argument, "he tried to put up this crusty front," says actress Alfre Woodard, "but he was just completely marshmallow." Those who knew him agree his greatest achievement had nothing to do with Hollywood. "With Bruce," says producer Steve Tisch, "family was No. 1, family was No. 2, and family was No. 3."

Anchoring it all was his relationship with Danner. When the Tulane University fine-arts grad met the budding actress from Philadelphia in 1969, it was a case of opposites attracting. "Blythe is by no means snooty," says former White Shadow star Ken Howard, "but she is to the manor born." Bruce, the son of a Brooklyn steel salesman, "was a street guy," he adds. "They hit it off that way." They married a year later and, from the beginning, put their children ahead of their careers. In the mid-'80s the family moved to New York City so the kids could attend their preferred private schools; Bruce commuted to L.A. for work. "I never saw a man who was more happy the day his son got a B-plus," says longtime friend, actor Bob Balaban, "or the day his daughter got her first job."

Not to mention her first Oscar. After Gwyneth nabbed the Academy Award for Best Actress in 1999, Bruce, a self-described "weeper," told Howard, "She won, I smiled. I did my role. I walked outside and then I fell apart." Describing their bond in August, Gwyneth told INSTYLE how he had taken her to Paris when she was 11, then asked her why she thought they'd made the trip alone. "He said, 'Because I wanted your first trip to Paris to be with the one man who is going to love you for the rest of your life.' "

In the two years since he underwent surgery and radiation treatment for throat cancer, friends say Paltrow spent even more time in L.A. with Gwyneth, Jake (a director on NYPD Blue) and Danner, who has recently taken a role in the CBS drama Presidio Med. The couple liked to entertain at their remodeled Santa Monica home. "Bruce is the pancake king," Danner, 59, told PEOPLE last month. "So most weekends we have a slew of people over and I throw in the blueberries."

Six days before he died, Paltrow called actress Colleen Camp, with whom he was working on a movie project, from Gwyneth's birthday party. "He was having the time of his life," she says. Which may provide some comfort as his family and friends try to go on with theirs. "They will want to make him proud," says Hillary Danner, "and that will give them what they need to be strong."

Susan Horsburgh
Rachel Biermann, Lorenzo Benet, Elizabeth Leonard and Monica Rizzo in Los Angeles, Alec Marr and Praxilla Trabattoni in Italy and Mark Dagostino and Rebecca Paley in New York City

  • Contributors:
  • Rachel Biermann,
  • Lorenzo Benet,
  • Elizabeth Leonard,
  • Monica Rizzo,
  • Alec Marr,
  • Praxilla Trabattoni,
  • Mark Dagostino,
  • Rebecca Paley.