It was one of the most venomous days in the history of the state Legislature.

In the first week of May 2003, majority Republicans, still flush from taking back control of the state Senate from the Democrats, orchestrated a political coup d'etat: With the encouragement of White House political advisor Karl Rove, the Republicans asserted their legislative muscle to redraw the state's congressional districts. Democrats watched helplessly as Republicans gerrymandered the state, creating five congressional districts guaranteed to send a Republican to Washington.

Republicans had kept their plan secret until the last days of the session, and passed the redrawn map at night-midnight-just hours before the Legislature was to adjourn.

The scene under the dome as the plan went through was astonishing. State senators screamed at each other and pounded their desks; Democratic lawmakers walked out in the midst of the vote. One clerk responsible for reading bills aloud in the Senate quit in protest. Another clerk wept while she took the roll call of member's votes.

Quietly witnessing the uproar that day was Al Yates, former president of Colorado State University. One of the few African-Americans chosen to preside over a major state university, Yates' rational steeliness and soft-spoken moral fervor had won him many friends in Colorado, and he quickly established himself as one of CSU's most beloved leaders. During his successful 13-year tenure, the university had added new buildings, expanded its endowment and seen several professors win national acclaim for their research. The state Senate and House were both considering passing resolutions honoring him for his service to the university, and with his retirement approaching, Yates' day at the Legislature should have been a happy one.

Instead, what he watched happen on the floor of the Colorado state Legislature outraged him. Though not a man known for his temper, he was disturbed by the abandonment of legislative decorum, and more than that, he was deeply convinced that what he saw unfolding before him was simply wrong.

For Yates, the stealth effort to redraw political lines was just the latest in a series of outrages. For the past two years he had watched as CSU's budget was eviscerated, a victim, as he saw it, of the financial bind created by the Taxpayer's Bill of Rights, or TABOR amendment. Yates and other leaders of higher education in the state feared that Colorado was on the road to wrecking its colleges and universities.

Yet, while funds were being slashed for education, health care, and other needs, the Legislature was embroiled in fights over bills being pushed by social conservatives. There had been an effort to target liberal college professors for supposed harassment of conservative students, a bill that would have forbidden teachers from discussing homosexuality in the classroom, a resolution to support a federal constitutional amendment banning gay marriage, and an attempt to mandate that all students and teachers recite the pledge of allegiance.

Yates couldn't shake the feeling that something was deeply wrong with politics in Colorado.

It wasn't long before Yates was on the phone with a woman he knew well, Fort Collins heiress Pat Stryker. It was a call that would upend the political structure in Colorado.

A plump, coifed blonde in a too-tight pink suit slithers across an Iraqi battlefield to pick the pocket of a soldier on the front lines. Cut to the same woman creeping up to a coffin, stealing personal items from a corpse. And now the blonde again, dunking a family in toxic waste.

The disturbing scenes in these TV commercials were a stab at Republican Rep. Marilyn Musgrave, a social conservative and a zealous proponent of an amendment banning gay marriage, and the spots referenced Musgrave's stances on issues such as bonuses for soldiers, veterans' benefits, and environmental issues. The ad campaign was a warning shot that shocked voters and Republicans across the state, and the message was clear: Somewhere out there a group with money, strategy and an unapologetic, down-and-dirty fearlessness was taking in-your-face shots at the Republican leadership in Colorado.

"A lot of people felt she wasn't paying enough attention to her district," says Bill Hillsman, president of North Woods Advertising, the Minneapolis firm that created the infamous TV ads. "Is gay marriage really an issue here? No. Is it a big enough issue to get her booted out of office? Probably not. But for a lot of conservative Republicans, $14 billion cuts to veterans' benefits mean something. The ads were intended to get the attention of people who don't pay attention to politics."

Republicans were livid, claiming the ads were grossly unfair and asking the TV stations to refuse to run them. "They started to airlift lawyers in from Washington to intimidate the stations into not airing the ads," recalls Hillsman. "It was a defining moment. You know you're doing something effective when the other side desperately wants to get the ads off the air."

The spots created controversy in both political camps, with some Democrats asserting the ads may have backfired and turned off voters. But the fact that Democrats were willing to try something so risky shows how thinking in the party has started to change.

The ads and their sponsoring group had no formal link to her opponent, Stan Matsunaka. But while Musgrave was still able to win re-election, the over-the-top ad campaign did real damage: Despite outspending Matsunaka by almost 4-to-1, Musgrave was able to secure only 51 percent of the vote-a victory, yes, but a substantial loss of ground from her 2002 win over Matsunaka.

But the attack on Musgrave was only the beginning. Last summer Yates found plenty of Coloradans who were as upset as he was about politics in their state. And though the midnight redistricting map eventually was overturned by the Colorado Supreme Court, Yates' crusade had only just begun. Soon he was strategizing with three other multimillionaires whose political passions were as deep as their pockets. State Board of Education member Jared Polis, who made a fortune during the Internet bubble, was interested. So was Tim Gill, the openly gay founder of software company Quark. Another self-made high-tech mogul, Rutt Bridges, also signed on.

For years Republicans had controlled the state and dominated elections, outspending their Democratic rivals, but suddenly there was money-and motivation-on the Democrats' side. And the sudden alliance of four of Colorado's wealthiest people would change everything.

The wealthiest woman in Colorado could slip unobserved into a PTA meeting or join a group of soccer moms and never seem out of place. Indeed, it was only because she thought political maneuvering was going to affect her daughter's education that she first became a force in Colorado politics. Pat Stryker rarely speaks to the press and leads a quiet life in Fort Collins, but her involvement in public life began with a fight against a ballot initiative she believed would harm her family.

A divorced mother of three, Stryker had enrolled her daughter in a public dual- language school so she could learn Spanish. In 2002 an initiative placed on the ballot by a group called English for the Children would have eliminated most bilingual programs in Colorado. Fearing the law would destroy her daughter's school, Stryker donated $3 million to the successful campaign to defeat the initiative. Her donation was widely credited with turning voters against it.

Rather than trying to make the argument for bilingual education, opponents of the initiative chose to frame the debate in terms of how the proposal would affect average Colorado families. The TV ads raised the possibility that "mainstreaming" non-English speaking children into regular classrooms would hurt the other students. "We knew the way you win campaigns is to make it real to people," says Steve Welchert, a Denver political consultant who ran the campaign. "We said little Johnny's class would be disrupted by immersing kids in his class who weren't ready. We just appealed to people's common sense. Do you really think everyone can learn English in a year?"

Forbes magazine has placed Stryker on its list of the 400 richest Americans, estimating her net worth at more than $1.5 billion. The family fortune came from Stryker's grandfather, Homer Stryker, who started a medical supply company and invented the first hospital bed that could be turned to help prevent bedsores in patients with spinal injuries. He went on to patent dozens of other innovative medical products that netted millions.

In 2002 Stryker refocused the family foundation to become the Bohemian Foundation, a private organization dedicated to encouraging youth and enhancing communities. In addition to her own foundation's spending, she has given out out millions in philanthropic donations, including $20 million to Colorado State University in 2003.

Yates now works on behalf of Stryker in many of her endeavors, and though she didn't attend many of the meetings where strategy was mapped out for the Democrats, Yates served as her representative. "I can tell you she is a person of great passion and compassion," says Yates of Stryker. "She cares about this state. She wants Colorado to be the best place to raise a child."

While Stryker's focus is on the traditionally Republican-dominated platform of family, each of the Democratic millionaires had different reasons for going to war against the Republicans. For Tim Gill, taking on the majority in the state Legislature was a highly personal battle.

A shy man who has never been comfortable in the public eye, Gill has overcome his own reserved nature to champion gay rights. Working from his home near the Denver Country Club, Gill is now one of the leading funders of gay causes in the United States.

In addition to his opposition to what he calls Musgrave's "monomaniacal desire to restrict the rights of gay people," Gill took offense at the attacks on homosexuals that he felt were a staple of the last legislative session, particularly Rep. Shawn Mitchell's bill that would have forbidden teachers from discussing homosexuality without parental permission. "Basically it would have prevented teachers from talking about 'alternative sexual lifestyles' in the classroom," says Gill. "And that meant that I wouldn't, for example, be able to go to my alma mater to tell the story of how I got where I am because that includes mentioning my boyfriend. That seemed like a totally unreasonable restriction on free speech. So I became focused on eliminating the possibility that something as stupid as that would come before the legislature again."

Ironically, given his war on the Republican majority, Gill's life has been the sort of up-from-nowhere saga that Ronald Reagan would have celebrated as a triumph of capitalism. Gill grew up in a middle-class home in Lakewood, where the self-professed computer geek took an interest in technology just as the computer revolution was beginning. He studied math and science at the University of Colorado at Boulder during the cultural tumult of the 1970s, where he accepted his own homosexuality and got involved in the campus gay-liberation group. He took a job at Hewlett-Packard after graduating, but left to pursue his own business and in 1981 launched Quark Inc. from his small Denver apartment with a $2,000 loan from his parents. The firm trailblazed the creation of desktop-publishing software, and for the next decade Gill devoted all his energies to building the company. Quark's software became widely used in the publishing industry, and the company made Gill extraordinarily rich-in 1996 Forbes magazine estimated his net worth at $425 million-but Gill left the corporate world for politics. In 1992 Colorado voters passed Amendment 2, which effectively prohibited cities like Denver and Boulder from enacting laws to protect the rights of their gay residents. The U.S. Supreme Court eventually found the law unconstitutional, but its passage stunned Gill. He retired from Quark and devoted his life to fighting for equality for gay people.

Gill set about creating the Gill Foundation funds, which funds gay and lesbian groups all over the country, from organizations working with gay high school students in New York to small gay groups struggling in isolated rural areas. Since 1994, the Gill Foundation has dispersed more than $67 million.

From that foundation, the Gay and Lesbian Fund of Colorado has emerged as one of the state's most prominent philanthropies, funding everything from public television programs to symphony orchestras. The fund makes a special point of supporting projects in Colorado Springs, the heartland of Colorado's social conservative movement. Its purpose is to simply highlight in a positive way the support of community institutions by gays like Gill.

Like Gill, Rutt Bridges is a self-made man who rose from a humble background and earned a fortune developing software, and Bridges also hopes to use his compelling life story-and his fortune-to make his way in the political arena.

After graduating from the Georgia Institute of Technology, Bridges worked as a geophysicist in the oil industry, moving Denver in 1980 to write software that could analyze sound vibrations to help find new deposits of oil and gas. After years of struggle and debt, the software eventually became hugely popular in the industry and Bridges made a fortune, with his personal wealth estimated between $30 million and $40 million.

In 1998 Bridges left the software industry and began pondering what he should do with the rest of his life. The next year he launched his own think tank, the Bighorn Center for Public Policy. Bighorn has championed several different causes, from the "no-call" list that cracked down on telemarketing to an unsuccessful effort to convert most Colorado elections to mail balloting.

Bighorn also floated a plan to place an initiative on last fall's ballot that would have reformed certain parts of the TABOR amendment. Bridges planned to fund that campaign generously, but the idea was called off after he and his staff decided the timing was wrong and they might lose. That decision proved to be a windfall for Democrats, as Bridges instead used the money he had set aside for that effort to fund Democrat-friendly 527s (groups named for the tax loophole that allows them to exist under campaign finance laws) and get-out-the-vote efforts

Bridges' interest in politics has deepened over the years. Last March, he announced he would run for the U.S. Senate against incumbent Sen. Ben Nighthorse Campbell. After Campbell dropped out of the race, Bridges was persuaded to step aside so Democrats could unite behind the candidacy of Ken Salazar, who went on to win the election. Now Bridges is publicly floating the idea of a run for governor in 2006.

Bridges often comes across as all business, and it's open to question if his plainspoken and sometimes gruff manner will go over well with voters. But he insists his interest is in public policy, especially education.

His passion stems from growing up in a struggling working class family in Albany, Georgia. "I grew up in poor circumstances; my father was a water well driller," Bridges says. "I worked for him until I was out of high school, then I went to Georgia Tech. That was my ticket out." As a graduate of a public university, Bridges is passionate about the importance of public education. "When you look at the promise of America, a big piece of it is people believing they can better themselves through education," he says. "The ability to get a college education with reasonable tuition is part of government. There are reasons as a society we support public functions. We seem to be losing that. There's this attitude we have to have lower taxes and less government."

Since winning a seat on the State Board of Education with a 90-vote margin in 2000, Jared Polis also has become highly visible, helping to launch new charter schools for immigrants and homeless teenagers and playing a prominent role in Colorado's non-profit and political worlds. Polis is only 30 but seems older, with a small paunch and the confident air of a successful businessman. He's also developed the slick joviality of a ward heeler, greeting schoolchildren with a pat on the head and talking easily with parents. Polis has already hinted that he'll consider running for Rep. Mark Udall's seat in Congress if Udall follows through on his plan to run for the U.S. Senate in 2008.

Polis is the son of Stephen Schutz and Susan Polis Schutz, founders of Blue Mountain Arts, the Boulder-based greeting card company. As a student at Princeton, Jared Polis (he uses his mother's maiden name because he says he likes the sound of it) developed a keen interest in the Internet, just as the speculative bubble in all things Internet was starting to explode. He sold an Internet service company he started in his dorm room for $22 million in 1998. The next year he and his parents sold Bluemountain.com, the Internet side of their greeting card business, for an astonishing $900 million. Polis had the good luck to be building Internet companies at just the right moment, and Fortune magazine estimated his net worth at $174 million in 2002. The magazine even put him on a list of the most affluent U.S. bachelors, joining the likes of Sean "P.Diddy" Combs and then-bachelors Shaquille O'Neal and Tiger Woods.

Polis says he was motivated to join the effort to win the legislature for the Democrats by his concern over the state's fiscal crisis. "This was a critical election for the future of Colorado and fortunately there is now a voter mandate for turning our state around," he says. "I am a strong believer in a public higher education system and that is at risk in Colorado."

Like the other Democratic millionaires, Polis was also put off by the right-wing social issues that dominated the Legislature last year. But he says there's really no secret to the Democrats' recent success at the state level.

"It shows what we can accomplish when we come together as a party, have a unified strategy, and keep our eye on the goal. It's nothing that a good football coach couldn't have taught us."

By the fall of 2003 an informal coalition of individuals and groups had begun plotting a campaign to win back the state Legislature. Soon weekly meetings were being held where an improbable alliance of labor groups, environmentalists, pro-choice activists and others met to hash things out with the wealthy potential patrons. The discussions were freewheeling, but the participants soon found they had one thing in common: They felt like they had become invisible at the state legislature.

"We said 'We can't allow the right wing to run our state into the ground,'" says Michael Huttner, a Denver attorney who held the first meetings in his office on Bannock Street. Huttner helped organize ProgressNow.org, an Internet-based group striving to be a local version of Moveon.org. "If you looked at our Legislature, you would think the top issues were what gays do in their bedrooms, immigrants coming into the state, and whether kids recite the pledge of allegiance," he says. "They were ignoring unemployment and the uninsured. It was completely out of touch with what the mainstream concerns of Coloradans were."

A consensus began to emerge about what was wrong with Colorado: The legislature was obsessed with divisive social issues-"God, guns, and gays" in the words of one participant-while Colorado's economy floundered and state services like higher education were gutted.

Despite the growing discontent among constituents, most political experts would have said a Democratic takeover of the state Capitol was about as likely as an attack by space aliens. The Republicans had been the dominant party in the state Legislature for more than 40 years. The Democrats had won the state Senate in 2000 by one seat, but lost control again two years later, and most observers believed the Republicans would dominate the Statehouse as long as the sun rose in the east.

But the stars were aligning for the Democrats in ways only a psychic could have foreseen. The state Democratic party was about to win the lottery, using money and a highly sophisticated political operation that went largely unnoticed by Republicans to vault into majority status in the state Legislature for the first time in decades. The four multimillionaires eventually spent more than half a million dollars each on behalf of Democratic candidates, enabling the Democrats to outspend the Republicans for the first time in memory.

Election night last November left many Colorado Republicans speechless with disbelief. While George W. Bush carried the state as expected, the Democrats made astonishing gains, winning control of the state Senate by 18-17 and the state House by 35-30. The party also sent Ken Salazar to the U.S. Senate and his brother, John, to Congress to represent the Western Slope, both of them taking seats that had been held by Republicans.

Many of these shifts in voting patterns reflect the massive influx of new residents, many of them Hispanic, with little attachment to the local political establishment. But broadly, the changes have sulking Democrats nationwide wondering what their compatriots in Colorado can teach them.

For Republicans, the loss of both chambers was a stinging setback. Behind the scenes, they've been debating what went wrong. Social conservatives like former state Senate President John Andrews insist the voters weren't rejecting the GOP's agenda, but simply responding to better-run campaigns.

"I think the Democrats were hungrier," says Andrews. "They'd been on the edge of power politically in Colorado for a number of years. On the Republican side, we were complacent and indulged in intraparty division. We didn't give people a good reason to vote Republican."

The sudden influx of big money into Democratic coffers puts many conservatives in the unusual role of denouncing the influence of the wealthy on politics. "The four Democrats bought themselves an election," says Jon Caldara, president of the Independence Institute. "Colorado is now for sale to the richest bidder."

Caldara believes the Democrats made highly effective use of new campaign finance laws, which sharply restrict how much candidates can raise for themselves but allow independent groups that are not under the control of candidates or parties to raise almost unlimited funds. He also credits the Democrats with a highly effective get-out-the- vote effort. "They targeted swing voters and found out what each voter's hot button was. It was very sophisticated. They outstrategized and outspent the Republicans."

Republicans are now regrouping and vowing to recruit stronger candidates and tap into their own network of wealthy supporters.

As for the Democrats, they'll have their own mountain to climb in 2006. Not only will they be defending their legislative majority, they'll also be trying to win back the governor's office after eight years of Bill Owens. "If we expect to continue to control the Legislature we can't rest on our laurels," says Huttner. "This is a state that's been under years of right-wing influence. We have to continue an aggressive strategy."

The four Democratic millionaires will still support the party, and other wealthy liberals have also reportedly expressed an interest. Huttner-who recently left his law practice to devote himself to ProgressNow full time-is also hoping to expand the Democrats' grassroots base. ProgressNow plans to soon launch local chapters in Colorado Springs and Grand Junction.

Al Yates says he'll never forget that fateful day in May when, as he says, the Republicans finally went too far. The spectacle of state senators shouting each other down, longtime legislative employees openly weeping, fists being shaken in anger-all of it still saddens him. "I have always considered myself to be bipartisan, so many of my friends were on the Republican side," says Yates. "It was as if I was seeing friends for whatever reason transformed into people I no longer knew. It left me with an impression that still haunts me." But while he's still relishing the election results that turned Colorado politics upside down, Yates warns that the Democrats will have to deliver if they want to keep their majorities at the state capitol. "The Democrats have to prove they're worthy of the election." m

Stuart Speers is a journalist living in Denver.