>> larry: tonight the polls open hours from now. last minute frenzy of ads, and appeal for votes floods the airwaves. stakes are high. results might mean the difference between gridlock and maybe getting things done. >> are you fired up? >> elect to be informed right now on larry king live.

>> larry: it's finally here. our guest, ari fleischer, he served as white house press secretary for george w. bush. s.e. cupp, columnist for "the new york daily news" and hilary rosen. ari, what does it look like from the republican point of view? >> i guess biggest win in 100 years, larry. ari, what does it look like from the republican point of view? >> i guess biggest win in 100 years, larry. the biggest election victory any party's ever had was 116 seats the democrats lost in 1896. you have to go back to the election of 1910 the last time republicans or democrats won or

loss 57 seats. that was a case where the republicans lost 57 seats. my prediction now is that republicans are going to gain 57 seats in the house, and 8 in the senate -- 7 in the senate, larry. >> mark hill. if true, why has it been so bad for this president who has gotten some major legislation through? >> well, despite getting major legislation through, the democrats have done an awful job at public relations. sheen have the spent enough time trumpeting their victories. you combine that with a terrible economic situation, people don't have jobs. when people don't have jobs they don't care about health care reform, hiv/aides or the war in iraq. they're worried about the war lasting longer than their money. i don't think it's as bad as ari does, i don't think it will be 57 seats. i think it will be more like 35 seats. it's still a bad day for the democrats.

>> should the president have gone the jobs route first? >> yeah, when we have record unemployment and the economy is still so bad, pushing through a very radical agenda of spending and health care initiatives that were wildly unpopular, did not make for a good midterm election season. but instead of trumpeting this record, what i have seen are so many democrats running away from it. it's not that the message hasn't gotten out, it's that the message is bad, and if the message had just been about jobs, then i think you would see a lot of democrats running alongside obama instead of running away from him. >> larry: hillary, from your standpoint, how bad do you think it will be? >> i don't think we're going to have a route, and i think what ari said is wrong, when we look at the early voting in key states like nevada, ohio, washington, california. we are seeing democrats with a serious level of enthusiasm, not a huge enthusiasm gap and i just don't -- you know, the predictions all along in special

elections were that democrats were going to be in trouble. i'm much more optimistic tomorrow than some others have been saying. >> ari, could this be a pundit embarrassment? we've had that too in the past. >> well, you know, i don't think so, larry. i think when you take a look at all the long standing trends. and this has been going on now for about six months, this is something deep and meaningful where the american people have substantially opposed what barack obama is for. it's not the communications, it's the substance, the policies, that he's been put in place. frankly, i find this conversation delightful. i hope people write it down. hillary doesn't think it will be a route. i think if the democrats after this election say to themselves we've had a communications problem and we didn't see this coming, boy does that portend for --

>> no, i think democrats have seen this coming, they're ready for it, they've been acting a lot of we've had eight months of positive job growth in this country. private sector -- >> no, we haven't. >> yes, we have. look at the numbers, ari, you're just wrong if you say no. private sector job -- >> hillary -- >> not enough, there's still too many people unemployed. but there is some measure of progress, it's not moving fast enough. this is an economic election, people are unhappy with progress, the republicans are not necessarily offering any serious solutions when you look at what the republicans say -- what they say they're going to do, they're going to do tax cuts. guess what? there have been 16 tax cuts in the last two years, that hasn't created as many jobs -- >> s.e., let's get everybody involved. what about the effect of the tea party on your party?

>> yeah, this is going to be huge. and when you look at people like rubio and miller, they're really going to be the bellwether for what happens after tuesday. the tea party came on very strong and it's going to be up to them to decide do we organize, talk to the gop, stand on our principles? how do we make ourselves relevant over the next two years? especially if a lot of republicans and tea party candidates take the house? because then they're not just railing against obama, but like hillary said, they also have to come up with solutions. it is going to be very revealing for them on tuesday. >> mark, is nevada -- if harry reid goes down, is that a sample for the evening or a misnomer because nevada is so unusual? >> i think nevada's unusual and

i think harry reid is in an unusual position, because he and nancy pelosi had been the whipping boys and girls for the last two years, from the tea party from the right. in many ways it's possible for harry reid to lose and lose big. although i don't think that's going to happen, and the democrats still not get routed at the rate ari's suggesting. that's a unique circumstance. with regard too s.e.'s point. the tea party is going to have a tough time over the next two years staying relevant. the tea party represents the most extreme wing of the conservative movement and i don't think that can hold out. >> mark, there's nothing extreme about fiscal responsibility. there's nothing extreme about their party line. >> well, let's -- i mean. >> and if only that were what you all were actually warning. the tea party has its own internal contradictions. most tea party members want veteran's benefits, health care, medicare, medicaid. they want all these bloated goodies at the same time they're screaming for fiscal responsibility.

it's easier to scream from the sidelines but when you get on the court it's a different thing. >> larry: isn't it an odd thing, in alaska where the tea party is strong alaska gets more federal benefits than any other state per capita? >> yeah, but that's because it produces so much oil, it's entitled to the royalties from that oil. that's just a function of the economy up there and what they do. larry i want to go back, hillary talked about how unemployment is improving. it's been at or above 9.5% for 16 straight months now. the last time it was that high that long is the great depression in the 30s. good that's the democrats impression of improvement, the democrats are going to lose a lot of jobs on tuesday, in addition to the american people. there's a denial going on as to how bad things are for the democrats.

a president with so much hope and promise blew it. >> larry: how about the campaign -- let me get a break and we'll discuss the campaign against him and how vilified the president may have been and the effect it will have on congressional and senate races because he ain't running. let me tell you about a very important phone call i made. when i got my medicare card, i realized i needed an aarp...

medicare supplement insurance card, too. medicare is one of the great things about turning 65, but it doesn't cover everything. in fact, it only pays up to 80% of your part b expenses. if you're already on or eligible for medicare, call now to find out how an aarp... medicare supplement insurance plan, insured by unitedhealthcare insurance company, helps cover some of the medical expenses... not paid by medicare part b. that can save you from paying up to thousands of dollars... out of your own pocket. these are the only medicare supplement insurance plans... exclusively endorsed by aarp. when you call now, you'll get this free information kit... with all you need to enroll. put their trust in aarp medicare supplement insurance. plus you'll get this free guide to understanding medicare. the prices are competitive. i can keep my own doctor. and i don't need a referral to see a specialist. call now to get a free information kit. plus you'll get this free guide to understanding medicare. and the advantages don't end there. choose from a range of medicare supplement plans...

that are all competitively priced. we have a plan for almost everyone, so you can find one that fits your needs and budget. with all medicare supplement plans, there are virtually no claim forms to fill out. plus you can keep your own doctor and hospital that accepts medicare. and best of all, these plans are... the only medicare supplement plans endorsed by aarp. when they told me these plans were endorsed by aarp... i had only one thing to say... sign me up. call the number on your screen now... and find out about an aarp medicare supplement insurance plan. you'll get this free information kit... and guide to understanding medicare, to help you choose the plan that's right for you. as with all medicare supplement plans, you can keep your own doctor and hospital that accepts medicare, get help paying for what medicare doesn't... and save up to thousands of dollars. call this toll-free number now.

>> larry: we're back with our panelists. discussing some of the individual senate races. what do you hear in california, s.e.? barbara boxer and carly fiorina? >> it's a tight one. california will be an interesting one to watch. it might go late. some polls have fiorina up, some have boxer up. it's going to have more implications than local. a lot of people are going to be watching california, a very blue state to see if someone like carly fiorina who comes from the corporate world can unseat a long-term senator who has been much maligned by people on her right. >> mark hill, what do you hear about senator murray in washington? >> again, it's a similar issue as you see everywhere else, the

race is tight, the race is tighter than people thought it would be. and the race is tighter than people expected it to be. it will be a bellwether for the night. the race in california and washington, even some of the gubernatorial races are probably better indicators of how the democratic party is going to do than the harry reid/sharron angle race in nevada. >> ari is christine o'donnell an embarrassment or a plus to you? >> she's not a plus, but i wouldn't say she's an embarrassment. she won fair and square. it's a seat that would have gone republican. on the other hand, marco rubio pushed out a moderate republican, governor crist. and republicans are going to keep that seat. different states, different results.

kentucky's another one where the tea party candidate, rand paul was supposed to gone to defeat, nobody thought he could win against a democrat. that open seat. and he's going to win in kentucky by it looks like a big margin. you win some, you lose some with the tea party. the tea party's going to have to come to washington also. and i think slow down their horses. they are a great shot of adrenaline in the arms of republicans, especially on fiscal matters. but we have to be a party that can win in all regions of the country and be conservative. we're going to have to figure out how to do both as a governing institution too. not always easy to do. >> hillary, we're going to show this clip now. in alaska, lisa murkowski is a write-in candidate.

she needs voter s who rely on spelling her name correctly. watch part of this rather creative ad? >> the word is murkowski? >> could you please define that? >> alaska's senior senator in washington who represents all alaskans. >> to re-elect lisa murkowski you must fill in the oval and write in her name. >> larry: hillary, can she win? >> it looks like she can. but write-in candidates are very difficult. it hasn't been done since strom thurmond in the '30s or something. and i think there will be a long week ahead counting votes in alaska. my longshot is that scott mcadams a democrat shoots up the middle between a fight between murkowski and joe miller. let me say this, larry, about the tea party, which is that people talk a lot about the civil war within the republican party, the tea partiers versus the mainstream republicans. the tea party in my view did one really big favor for the republicans. it made their message sound fresher even though it really isn't.

it's sort of -- it erased the republicans as being the party of the failed economic policies of george bush, where we had record deficits, where we start this unemployment crisis we're in now. and it made people believe that there was some new offering. now, what we've seen is more of a return to the same but it is wrapped in a different color coat and i think that's helped all republicans significantly in this election. >> larry: we'll return with the panel in a little while, but john king checks in with us right after this. 

>> larry: welcome back to our election preview. joining us now in new york is john king. he's the anchor of "john king u.s.a." he's at the cnn election matrix, which is what we call it now. i like the john king wall. walk us through some of the -- what does this house race look like from your perspective? >> we still got the old wall, larry. it's been updated with new technology too. the matrix right here, these are the 100 most competitive house races across the country.

you see all that blue behind me because democrats are so much on the defensive in this election campaign. 91 of the 100 closest races for the house of representatives are being defended by democrats. and republicans only need a net gain of 39. right here in these 100 races they could get to that magic number and make john boehner the next speaker of the house. a lot of these are in the class of 2006 and 2008. 2008 president obama won big, 2006 made nancy pelosi the speaker. here's what we'll look at, this is the president's own state, illinois. phil hare, why is he in trouble? the midwest is turning republican this year. what's troubling for the democrats, they're in districts even with that number -- the democrats are on defense, that tells you a lot about their problems. let me show you another one. you see arizona, california, colorado, connecticut.

this is coast to coast, north to south, east to west. this is a great race here. can you walk from washington, d.c., to jerry connelley's district in northern virginia. he's in trouble as well. northern virginia has been trending more and more democratic. another district, the president -- 57% for president obama two years ago and yet jerry connelley could be in trouble. if this one goes after the polls close then you'll get a sense there's a republican wave. if they start going republican, watch out. >> larry: and what about the senate, jonathan? >> well, let me walk over here to -- it's not the same, we've updated the technology, this is a bit more familiar. let me bring in the current senate lineup right here. this is the current lineup you were talking about. you get 59 democrats at the moment. 41 republicans, can you do the math. it's a plus 10 the republicans need to take the majority. let's do this.

a lot more races in this, 37 in all. you see the white seats in the middle, these are the tossup races. we believe arkansas will go for the republicans. we believe the democrats will keep the delaware seat. christine o'donnell has gotten a lot of attention as the tea party candidate. what we have in the middle are seven tossups, after we've made an allocation of some of these races. this is an allocation we've made based on pretty good sense of where the polling is. look at where we are right here. under this allocation, 48 for the democrats 44 for the republicans. this is why it's much harder for the republican when is it comes to the senate. they would have to win wisconsin, west virginia, nevada, pennsylvania. they would have to be perfect for the seven tossups. they get to 50, joe biden becomes not only the vice president, but the most important man in america breaking all the ties in the senate.

the house will concede the point that the republicans will get the house tomorrow, the senate we might be up very late. if you notice washington state and nevada. west coast and mountain states with colorado there. this is the tougher challenge for the republicans, they don't think it's out of reach. >> what senate race intrigues you if we can pick one out the most? >> if you pick one, it would be harry reid in the state of nevada because he's the democratic majority leader. if he were to lose what a repudiation. it looks like they will hold the biden seat in delaware. the illinois seat is one to watch as well. in terms of a repudiation of the leadership, after senator kentucky passed away, the republicans took that seat in massachusetts. president obama's seat in illinois could go to the republicans. if harry reid would lose too, that would be a tough run of high profile prominent democratic seats going to the other side. >> larry: wouldn't illinois be

the story, though? everyone knows that reid is a little behind and nevada's in such economic trouble. wouldn't illinois be the big story? >> it would be sort of a personal rebuke to the president, of sorts. i want to show you the midwest. these are the house races right now, if you go to the midwest, there's a lot of blue in the presidential race. if you go over to the presidential race in '80, you see all this blue in the midwest? the democrats have done well in the industrial states, watch tomorrow night in the races for governor and senate. that's where the manufacture and economy has been so down. the republicans think they're going to have a lot gains in this part of the country right here that's been so critical to the democrats in recent years. that's a place to watch, including the president's home state of illinois without a doubt. >> john king, you'll be seeing him a lot tomorrow night. candy crowley and david gergen, you'll see a lot of them too. they're with us next. bably helps teachers be their best too.

quaker instant oatmeal. does your breakfast make you amazing? when i got my medicare card, i realized i needed an aarp... medicare supplement insurance card, too. medicare is one of the great things about turning 65, but it doesn't cover everything. in fact, it only pays up to 80% of your part b expenses. if you're already on or eligible for medicare, call now to find out how an aarp... medicare supplement insurance plan, insured by unitedhealthcare insurance company, helps cover some of the medical expenses... not paid by medicare part b. that can save you from paying up to thousands of dollars... out of your own pocket. these are the only medicare supplement insurance plans... exclusively endorsed by aarp. when you call now, you'll get this free information kit... with all you need to enroll. put their trust in aarp medicare supplement insurance. plus you'll get this free guide to understanding medicare.

the prices are competitive. i can keep my own doctor. and i don't need a referral to see a specialist. call now to get a free information kit. plus you'll get this free guide to understanding medicare. and the advantages don't end there. choose from a range of medicare supplement plans... that are all competitively priced. we have a plan for almost everyone, so you can find one that fits your needs and budget. with all medicare supplement plans, there are virtually no claim forms to fill out. plus you can keep your own doctor and hospital that accepts medicare. and best of all, these plans are... the only medicare supplement plans endorsed by aarp. when they told me these plans were endorsed by aarp... i had only one thing to say... sign me up. call the number on your screen now... and find out about an aarp medicare supplement insurance plan. you'll get this free information kit... and guide to understanding medicare, to help you choose the plan that's right for you. as with all medicare supplement plans,

you can keep your own doctor and hospital that accepts medicare, get help paying for what medicare doesn't... and save up to thousands of dollars. call this toll-free number now. candy crowley and david gergen join me. candy, what's your overview of tomorrow? >> there will be a lot of surprised people if the republicans don't take control of the house. obviously, that's where all the attention has been. it's interesting to me that we need to watch these governor's races simply because it's a census year. and that means they're going to

redistrict in all of these states. and it makes a difference who the governor is. the governors don't redistrict but they certainly have a say so. that's important, but all the attention is on the house. because it says so much about the country and how they feel about the direction of the country under the obama administration, and i -- do i think that the senate will go republican? i don't, and neither do the republicans, i can also tell you, larry, if you talk to democrats tonight they're saying you all are underestimating our turnout machine. and perhaps we are, but in the end, that's all the democrats have left right now, is that turnout machine, and whether it can at least help in some of these district that is still look like tossups. >> david gergen. i know you knew him, i knew him. once changed illinois politics by telling people to lie to the pollsters. >> could the pundits be wrong? >> absolutely. absolutely. it was a wonderful piece in the wall street journal this last week.

more often than not, pundits are wrong. you know, we have a worse record than if you just did it randomly in terms of predicting the -- just flip a coin and you would come out with better predictions. larry, you know, we have been so polled this year, there must be a zillion polls taken. i don't think you and i have ever seen this in our lifetime. all of this says this is shaping up to be an historic election. if it comes out the way it appears. only two years ago, you and i were talking about the fact that wow! this young man, barack obama has just changed history. the reagan tide is receding, many wrote that conservativism is dead, and here we are two years later where conservatism is back and the president is on the ropes.

he's going to be wounded tomorrow night. we could have an election that could give the republicans. if they win, 53, 54, 55 seats they could have the biggest numbers they've had in the house of weapons for over 60 years. >> does that -- candy, if all that is true, does that end compromise or force compromise? >> well, i -- there's the rub. i'm not sure which one. i mean, i think if you had to vote tonight on what was going to happen afterwards, does seem to be a recipe for gridlock. having said that, nobody really has a vested political interest in this. the president needs to get something done, and republicans need to get something done. the truth of the matter,that most voters don't like either one of these parties. so, in the end if 2012 is going to be about who they hate the least, it's going to be an even uglier election than it is now. i think there is a vested political interest in these parties getting together. i just -- you know, the tea party element i any puts the

element of the unknown in there, on how that's all going to work, when they get together with more mainstream republicans. i think there will be some things they can get together on. but on the major issues. the two things the president says he wants to do, that's going to have to be a lot of compromising. and right now is not when they want to discuss compromising, that's for sure. >> in 1994 republicans swept in and clinton was a dead duck. two years later he run in a romp? >> he was. he was back in -- >> can obama be a clinton? >> yes. but he's going to be -- it will be tougher, larry. with bill clinton the economy was in strong shape. the next two years were good economic years. the next two years promised to be very rough economic years. and bill clinton as we both know. candy nose even better, bill clinton was an extraordinary

nimble president who loved deal making. he loved the sort of getting down in the weeds with other politicians and dealing with it. it's not clear if barack obama's very comfortable doing that. and he -- in order to govern well, he's going to have to do a lot of deal making, be in conversations regularly with republicans, coax them over. they have to coax him to the middle. there's got to be a lot to make that work. there's got to be a temptation for in the early days after this election when he's wounded there's going to be the temptation on the part of some republicans to say, there's blood in the water, let's go get him. let's finish him off. >> larry: as mitch mcconnell has said, right, candy? >> he did, in fact, say the top priority was to make sure this would be a one-term president. it's that kind of rhetoric, in fact i talked to some democrats about this and said, do you really think if this election turns out the way you believe it is, it's some message for voters

that they want gridlock in washington? i don't think, and the exit polls will tell us more about this, that that's really the message that's coming from the american people that we at least see in the polling before the actual voting. i think that -- everybody has to be careful not to overinterpret the results for themselves. the republicans and the democrats. they always over interpret. here's a mandate, not a mandate. they need to listen closely to what this election is about. and i don't think that the people are looking and saying, what we need is gridlock. let's just make sure nothing happens in washington. not in the kind of economic times we're having. >> i think -- >> i think candy's absolutely right about that. this is much more than a negative election, we don't like what we're seeing. republicans, as haley barbour said earlier tonight on cnn are going to have to earn the trust of democrats. i want to say, to offset -- the john boehner was wrong in saying the most important thing -- mitch mcconnell said to bring down -- or make sure he doesn't have a second term. equally so, what president obama said.

talking about republicans, they can come along for the ride. they have to sit in the back seat. that also is an invitation to gridlock. he's got to make sure they ride shotgun with him if he really wants to govern in the next two years. >> larry: candy crowley and david gergen, the best in the business. you'll see them tomorrow night. wednesday night we'll be back with a post election analysis and i bet these two will be back with us thursday night janet jackson. and we'll be back with more of our panel after this. there is a medicare benefit that may qualify you for a new power chair or scooter at little or no cost to you. imagine... one scooter or power chair that could improve your mobility and your life. one medicare benefit that, with private insurance, may entitle you to pay little to nothing to own it. one company that can make it all happen ... your power chair will be paid in full. the scooter store.

hi i'm doug harrison. we're experts at getting you the power chair or scooter you need. in fact, if we qualify you for medicare reimbursement and medicare denies your claim, we'll give you your new power chair or scooter free. i didn't pay a penny out of pocket for my power chair. with help from the scooter store, medicare and my insurance covered it all. call the scooter store for free information today.

>> larry: a bitter race is going on in nevada between harry reid and sharron angle. it's very, very close. all day jessica has been with the twist lady of the united states campaigning with harry reid. both victory parties tomorrow are in the same hotel? >> they're not both in the same hotel, but harry reid's victory party is in the same hotel that the tea party express victory party is. the tea party express trying to rub harry reid's nose in the success the tea party has had in fielding a strong candidate against him, larry. >> what's the story tonight, jessica? has michelle made a difference? >> well, michelle obama was here to actually get out the vote for die hard democrats. what everyone's looking at now

are the -- the assumption that this race could come down to just a few thousand votes. everyone i talked to on both sides of the aisle is exceptionally nervous. after 50 million dollars has been spent in the state no one can tell which way this one will go. obviously harry reid, senate majority leader is a huge target for republicans, symbolically it would be meaningful if they could defeat him. late polling shows that sharron angle is having a late surge. but democrats insist that early voting, which has taken place in this state shows that democrats are holding their own, and that there is not an enthusiasm gap and democrats say they're feeling strong about tomorrow, basically, larry, you can tell the spin war is on, and we're going to have to watch those returns. it's going to be a very late night here tomorrow. >> larry: you'll be seeing lots of jessica tomorrow night. jessica yellin our cnn political correspondent. back with the panel, ari if the

late voting is going -- do we know how those votes are tabulated? >> you mean the early vote something. >> yeah. >> the early voting. they can tell who is republican and who is democrat and that's how they're compiling the forms. if you compare the number of early votes you're getting this year and in 2008, they're well behind their marks in both 2006 and 2008, the early voting indicators are not good. i heard your conversation with the data, could the pundits be wrong? that's kind of like going into two years ago and saying, can john mccain really win? when you have this many for this long with the trends this big, there's something in the air. and what's in the air is a strong wind blowing. and another number will give you -- i think this is going to be the third biggest sweep in the history of our country. that's how big the win is going to be.

i gave you the number earlier, 116 was the biggest change of parties ever. and there was also a 96-seat swing once. this could be the third biggest in the history of our country. that's not your normal mid course correction. that's a fundamental rejection of what the majority party is in play. >> larry: mark hill, are you -- -- >> listening to ari talk, i'm getting more and more depressed, i think we're going to be just fine. i think that one difference between 2008 and now it comes down to the ground game. democrats can mobilize their base. we can win some of these close elections. i think that's something that john mccain had no shot of doing in 2008. i'm also not pessimistic, even if republicans do have the kind of route that ari's predicting, i think president obama will be better governing with a narrow majority or playing slightly from behind than he does with this huge lead he's had for the

last two years. democrats in congress have been awful front-runners. we've done very little in the way of making progressive change, at least to the scale we could. i'm looking forward, even if we lose to a very productive two years. assuming republicans don't commit themselves to gridlock as they have for the last two years. >> larry: we'll continue with s.e. and hillary in a few moments and the individual governors bailiwick as well right after this.

>> larry: back with our panelists. s.e. cupp and hilary rosen. s.e. what do you hear on brown and whitman in which the spending has been over the top? >> absolutely. and such a weird contrast when you think about the economic state that california is in right now. that's another close one. jerry brown seems to have a bit of a lead. but i think meg whitman is going to turn out supporters. i'm so glad you brought up the governor's races. it's not just about congress. republicans could end this with 35 state houses. that's massive. and as you know, that's incredibly important when you're looking at redirecting. and electoral seats. so it really isn't just about taking control of the congress. this -- you know, the governor's races are going to be incredibly impactful over the next two years.

>> larry: hillary, you agree? >> i think she's right. i think jerry brown is going to beat meg whitman in california. california is littered with rich business people trying to buy the governorship. it's a state that just rejects it. the voter registration really overwhelmingly favors democrats in that state. there's no question that the gubernatorial races where we're going to see significant republican gains are going to come back to haunt us in 2012. but on the bigger picture of what ari's talking about, this kind of back and forth and sweeping -- grand sweeping support for republicans, rejection of democrats. we have to remember a fundamental shift that's happening in this country and it's not about republicans and democrats. it's actually about independents. 40 to 50% of new voter registrations are registering independent. especially among young people.

and it's those independents that are altering the course of elections, and those independents that are quite -- end up being quite fickle. they're looking for their best opportunity at both parties. what we're seeing is not historic shifts to a single party or note, what we're looking for is an electorate shifting back and forth between homes neither one of which are feeling entirely satisfactory to them. >> want to comment on that, ari? >> well, i agree, and i didn't say this as a referendum for republicans, i said this as a sweeping historic referendum against democrats. pane that will be the junk ball going into a presidential year, who can win the independents. more importantly than they're just registering as independents, they're breaking sharply republican, having previously voted for president obama. one other thing, i just got an ap story sent to me, in nevada. nevada gop turns in promising

early vote tally. so much for that myth about the democrats having the early votes in nevada. looks like the ap says republicans have the edge there. >> larry: mark, you want to comment on the governor's races? >> yeah, i agree with everything that's been said. they're so crucial. i think we're underestimating how crucial they are. it's going to come down to where the voters situate themselves in that particular race they're going to go with jerry brown. around the nation, you are going to see a huge, huge set of victories for republicans. i think that's a space republicans are going to be very, very successful, i think it spells extreme danger for the state legislatures around the nation. and particularly, it spells danger for the redirecting policy that are going to happen in the next few months. you're going to see many attempts at redirecting vetoed in ways that favor republicans. pennsylvania's going to lose one, florida's going to pick up two. these are things that are going to strongly advantage republicans. this will have implications for the next few election cycles. it's major.

>> larry: what s.e. is causing this republican sweep of the gubernatorial races? >> well, yeah, i think like everyone has said this is not an embrace of republican ideas or personalities. this is a move away from a sweeping obama agenda that was very unpopular, overreaching. a little arrogant and i think both in the house and the senate and the governor's races you -- what you're seeing is, the people are walking away, running away from the democrats in power. pelosi, reid. you know, all the big names and they're going toward -- not republicans, but the alternative. it will be up to republicans over the next two years to prove that they're not just the naysayers, but they have ideas. and that's going to be tricky when they're considering 2012 and how much, sort, credit they want to line up for obama.

>> you know, president -- >> larry: we're going to take a break and come back with hillary's thoughts right after these words. more for their money.

good. this time, i'm watching fees like a hawk. i hate hidden fees. why should i have to pay for something that i shouldn't have to pay for? td ameritrade's pricing is clear

and it's straightforward... it's spelled out upfront. no hidden fees... no bait and switch. no gotchas. and there's one flat rate for online equity trades... fobig accounts... or small ones. that's the way it ought to be. call, click, or come in to td ameritrade.

>> larry: hillary, is race still an issue? >> well, sure, race is an issue. but if you mean is race a big issue in this election? >> larry: yeah. >> it doesn't seem to be. i think there are clearly elements of the radical part of the tea party as we saw in recent naacp report, delineating some of the origins of the tea party but for the most part the leadership of the tea party has tried to push those aside. but some of the anger and that we see around race, i think, we see less of in the african-american side. now, the place where there is race baiting is on the latino side. we saw sharron angle use an antilatino ad as an attack on harry reid. we've seen several instances in florida of the same thing.

so, i am surprised, actually, that the political elements of race has shifted now toward attacks on hispanic americans. >> larry: i'm going to go to break. when we come back. we got so many breaks. when we come back, we'll get each of the panelists to give us a quick prediction and i want each to tell us who will be the republican nominee to oppose the incumbent nominee, mr. obama, in two years.

>> larry: because of a time limitation, i want to get each of our panelists to tell me who they think will be the republican in two years. i want to star with this. stopping sarah palin, the politico has an article out saying gop establishment is out to stop -- there is rising expectation among gop elites that palin will probably run in 2012 and could win the nomination, a prospect many of them regard as a disaster in waiting. ary, what are your thoughts?

>> huge controversy about the story, sarah palin, attacked the writers over it and i think they're both right. i agree with the writers. they are both excellent and they know what they're talking about. they are blind quotes. they didn't quote anybody by name and i don't like that but i know the people they talked to and the people they talked to would say that. >> larry: what do you think? >> i think the two to watch most intriguing names for me are mitch daniels of indiana and john foon of south dakota. they are the fresh voice on the republican scene. way too early. no one knows. i'm intrigued by those two especially. >> larry: mark, what intrigues you? >> you know, i actually don't think it will be a young face. i think it will be someone who we've seen before. as a democrat, it would be sarah palin, obama would have a handy victory in 2012. but my expectation is -- fair enough. my expectation is that it will be mike huckabee.

i think he'll give obama a tough run but obama will ultimately win. >> larry: who do you think? >> if it were not for mass obama care i would like mitt romney. i think michelle bachman would be a great jolt of energy to conservatives, to women, to the party. i think she's a really smart lady. >> sarah palin -- >> larry: are you kidding or do you mean that? >> what kind of question is that, larry? of course, i mean it. >> if she's the nominee obama needs to start -- >> michelle bachman is a pale comparison. >> she's a woman to admire. she's very smart and she's done great things for her state and conservatives love her. >> okay. i'm all for it. michelle bachman. i was going to say go, sarah, go but now i'm all for backman. >> so am i. >> you guys are terrible. >> please, please!

>> listen, i think. >> larry: i think ari would complain, too. >> larry, barack obama is the most popular democrat in the country. -- the most popular politician in the country, still, in every poll. sarah palin is actually the most popular republican politician in the country. so, you know, there it goes. go, sarah, go! >> larry: if it looked bad do any of you -- go ahead. >> larry, three years ago nobody would have thought barack obama could beat hillary clinton so my only point about presidentials is there's so much history yet to be written and it's way too early to handicap it. anybody could win. i just think -- i'm a big believer in capitalism and competition and i love the fact republicans will have a real fight for who's going to represent them and what direction the party wants to go. that's how we should settle things. >> larry: thank you all very much. remember, the michelle bachman