One of the premier elections of 2013 is taking shape in Virginia, where a conservative firebrand appears set to square off against an Establishment Democrat for the governorship.

A showdown between Virginia’s Republican attorney general, Ken Cuccinelli, and former Democratic Party chairman Terry McAuliffe grew increasingly likely last week, when potential challengers to both men announced they would not enter the race. In a sleepy off-year, a contest pitting a national Tea Party favorite against a venerable Washington power broker for control of the commonwealth would be among the nation’s most interesting tussles.

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Cuccinelli got a boost when Bill Bolling, the state’s lieutenant governor, opted to bow out of a race amid lengthening odds. Supporters of Cuccinelli on the state party’s central committee paved his path last spring, when they won a vote to change the party’s nominating process from a primary to a convention. The latter method, which is expected to draw an activist cadre of conservative electors, was thought to favor the attorney general. Around the same time, polls showed the lieutenant governor lagging far behind Cuccinelli, who became a fast favorite in conservative circles by using his perch as the state’s top law-enforcement officer to pick fights on hot-button issues like gay rights, climate science and Obamacare.

Tea Party activists have been touting Cuccinelli, 44, as a future presidential contender since shortly after he took office in 2010. But while they got the candidate they wanted, other Republicans suspect his ascension may hamper the party’s chances of holding onto the governor’s mansion. “It’s been clear for a year that the party was going to nominate Cuccinelli,” says a Virginia Republican insider, who thinks Bolling would have been a better candidate in the general election. “Cuccinelli is a right-wing hero,” says the Republican, “but he’s a more partisan figure.” That matters in Virginia, whose changing demographics have turned it into a quintessential swing state.

While Bolling was considered the more moderate of the two candidates, the differences between he and Cuccinelli are more stylistic than substantive. “I think it’s ridiculous to suggest that Bolling’s record is qualitatively different than Cuccinelli’s,” says Jamie Radtke, a Virginia Tea Party activist who lost a Senate primary last year. “Bolling has been a quiet, steady, reliable vote for conservatives,” she says, while Cuccinelli cultivated a more outspoken manner, willing to “create friction” by bucking his party at times.

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Bolling’s party loyalty didn’t pay off. Four years ago, he passed up a run for governor, settling for the No. 2 slot and allowing Bob McDonnell to coast to the party’s nomination without getting dinged in a damaging primary. State law bars commonwealth governors from serving successive terms, and Bolling was open about his aspirations of succeeding McDonnell. But the unique statute has also made the AG’s job a way station to the governor’s mansion, as it was for McDonnell. Bolling’s hopes were further hurt when Barack Obama won a second term, dashing the chances that McDonnell, a top national surrogate for Romney, might be in line for a Cabinet post. That would have allowed Bolling – himself a two-time chairman of Romney’s commonwealth campaigns — to slide into the governor’s mansion, with its attendant powers of incumbency.

Hard feelings linger. In bowing out, Bolling declined to endorse Cuccinelli’s campaign, saying he had “serious reservations about [Cuccinelli’s] ability to effectively and responsibly lead the state.” And his exit statement, which advertised his intention to “remain actively involved” as “a more independent voice,” seemed to many a hint that he was mulling a third-party bid. That seems highly unlikely. But if there is any state ripe for an independent, it might be Virginia, whose campaign-finance laws allow for unlimited contributions, and whose mega-donors have a record of supporting moderate candidates from both parties.

Cuccinelli, by contrast, is a dyed-in-the-wool Tea Partyer. In the first year of his tenure alone, Cuccinelli sued the Environmental Protection Agency (EPA) over its plan to regulate greenhouse gases, argued Virginia can regulate first-trimester-abortion facilities, and lost a court fight to release emails from a former University of Virginia climate scientist, an effort his detractors cast as a witch hunt to boost skepticism of global warming. The conservative Cuccinelli is a controversial figure by design; in a way, it is his divisiveness that fueled his meteoric rise. “For all the criticism of me, there’s one thing you won’t hear anybody say, and that’s that I’ve pulled the wool over anyone’s eyes,” Cuccinelli told me in 2010. “One of my unique features as a politician is that I am so blunt and so forthright, and I put my cards on the table to such a degree people aren’t used to that there’s nothing left to hide.” Yet he is also a shrewd politician, and local observers note that over the past year, he has partially recast himself by focusing on issues with broader appeal, including efforts to mitigate soaring electricity costs and consumer protection efforts.

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A potential match-up with McAuliffe would be a spectacle of contrasts. Though widely known in Washington, McAuliffe is less visible in Virginia despite residing there for more than two decades. He has never held elected office, and his first bid for the governorship of his adopted home state flopped, netting just 84,000 primary votes against a weak opponent after a multimillion-dollar campaign. But the former DNC chair is a well-connected Beltway player, with powerful allies in both parties and a robust fundraising network. (His “principal identity,” the New York Times’ Mark Leibovich wrote recently, is “Professional Best Friend to Bill Clinton.”) In a conspicuous demonstration of this insider status, McAuliffe hit the links at Joint Base Andrews on Sunday with Presidents 42 and 44, the kind of high-powered tee time that might ward off potential primary challengers.

McAuliffe’s sidestepped a significant obstacle when Virginia Senator Mark Warner, a popular former governor, announced last month that he would not mount a bid for another term. There could be room in the field for a Democratic candidate with base appeal; former Virginia Congressman Tom Perriello, a youthful star in the party’s liberal wing who was swept out of Congress in the Tea Party wave of 2010 and is now the president and CEO of the liberal Center for American Progress, is said to be mulling a run. “Certainly many Democrats are unhappy with the choice of Terry McAuliffe,” says Larry Sabato, director of the Center for Politics at the University of Virginia.

“If the base had its druthers,” says a Virginia Republican insider, who requested anonymity because he was not authorized to speak on the record, “they’d want Tom Perriello.”

For now, however, McAuliffe looks set to run unopposed. He’s begun rolling out support from prominent Democrats in an effort to position himself as the Establishment favorite. Whether a moneyed Democrat can topple an icon of the conservative grassroots in an off-year showdown — when the electorate is apt to be older, whiter and more conservative, with turnout likely to hover around 40% — is one of the more intriguing political questions of the coming year.

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Post updated, 4:30 PM on 12/4: This post has been updated to clarify the attribution of its last quote. It was given by a Virginia Republican, not University of Virginia Professor Larry Sabato, who is nonpartisan.