Conservative senators and allied outside groups are on the verge of rebellion against the Senate’s Obamacare repeal effort, potentially derailing delicate negotiations to overhaul the nation’s health care system.

As Obamacare repeal talks enter crunch time with a vote as soon as this month, the Senate bill continues to tilt toward more moderate members of the GOP on keeping some of Obamacare’s regulatory structure and providing a more generous wind-down of the law’s Medicaid expansion. The movement has made Republicans increasingly pessimistic that two critical conservative senators, Mike Lee of Utah and Rand Paul of Kentucky, will be able to vote for the GOP’s ultimate agreement on health care, according to senators and aides.


“I think [Lee is a no]. And Rand will be a no," said a Republican senator granted anonymity to discuss sensitive internal conference matters.

Losing those two senators would be a major blow that would allow Senate Majority Leader Mitch McConnell no further defections in his 52-senator majority and make Sens. Susan Collins of Maine and Lisa Murkowski of Alaska the key swing votes, further imperiling conservatives’ negotiating position in a Senate in which McConnell needs 50 votes at a minimum.

Worry is increasing among conservatives inside and outside the Capitol that the bill is “tipping toward the moderates," said a Republican working on the repeal effort. And after weeks of sparring, the tug-of-war between conservatives and more centrist Republicans is finally reaching its climax.

“I don’t think it’s insurmountable. But I think the passion’s going up on each side,” said Sen. Shelley Moore Capito (R-W.Va.), who is pushing for more robust Medicaid benefits against conservative opposition. “The heat’s definitely rising.”

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On the right, Sen. Ted Cruz (R-Texas) has also voiced skepticism with the party’s description, saying the party has a “long way to go” on the repeal effort, and Sen. Tom Cotton (R-Ark.) is also said to be growing wary of the party’s direction, GOP insiders said. But both are currently viewed as more gettable than Lee and Paul, two senators who have shown a consistent proclivity for bucking McConnell.

Since there is no bill text yet, both Lee and Cruz have declined to take an official position on the emerging proposal. Lee declined to comment for this story, while Paul said he’s still attempting to push the bill to the right. The Kentucky Republican, however, has been on a warpath in the GOP Conference lunches over the past week and Republicans do not believe he will vote with them.

In an interview this week, he charged that the House bill is bad enough because it keeps “90 percent” of Obamacare, said he opposes the creation of high-risk pools favored by many Republicans, and urged Republicans to abandon attempts to save the individual marketplace with an infusion of cash.

“We promised the voters that we’d repeal Obamacare,” Paul said. “Instead, we want to repeal sort of a tiny bit of it and replace it with something that looks a lot like Obamacare.”

One reason they aren’t officially “no” votes is that negotiations could yet tilt rightward next week as Republicans near a decision point on what exactly they will put on the Senate floor. And the conservative concern is broader than just those two senators, as Sen. Pat Toomey (R-Pa.) fights to restrain future Medicaid spending and Cruz urges dismantling of Obamacare’s regulations.

“The outline leadership has presented isn’t Obamacare repeal, in fact it isn’t even reform. It’s a tax cut and a corporate bailout masquerading as health legislation,” said a conservative Senate aide.

Allied conservative groups are also increasingly rattled by the Senate negotiations after they had reluctantly withdrawn opposition to the House’s bill in the hopes that the Senate would improve the bill. Their decision not to oppose the House bill ultimately opened the door for passage, but key players on the right believe the Senate could sandbag them.

“I’m concerned. I’m concerned. That’s as far as I’m willing to go right now and until I know exactly what I’m looking at,” said Jason Pye, FreedomWorks’ public policy director. “What the Senate did in 2015, they got the reconciliation bill and they fixed it. The House bill sucked and they fixed it. We thought they were going to do the same thing.”

Instead, what Republicans are talking about doing strikes many conservatives as too close to the structure of Obamacare. There is general agreement among the majority of the conference that a large “stabilization” fund is necessary to help individual insurance markets stay afloat, as well as tossing away House language that allowed people with pre-existing conditions to be charged much more money.

Republicans are still not settled on how precisely to handle future Medicaid spending, but there is growing consensus that the expansion’s wind-down will be pushed past the House’s 2020 cut-off. All of those moves are likely to require more funding, and the way to get it is to delay repeal of some of Obamacare’s tax increases, a strategy that isn’t going to fly with conservatives.

“There are third rails that they can touch in the bill. They keep Obamacare tax increases, they don’t lower premiums: Conservatives will oppose it,” said David McIntosh, president of the Club for Growth. “I’m tired of Republicans promising they would repeal Obamacare and then negotiating to keep it.”

Indeed, Republicans are now far from where they began on their repeal quest. The original plan was to pass a 2015 bill, vetoed by President Barack Obama, that would essentially have scrapped much of the law with no replacement. But much of the GOP, including the right flank, eventually came to the realization that scrapping the coverage gains of Obamacare with nothing to replace those safety nets would be a political disaster.

That arc has conservatives arguing they’ve already compromised by accepting that tax credits, a gradual Medicaid phaseout and billions of dollars in money for the insurance industry must be part of the solution. Another conservative concern is that abortion restrictions and cuts to Planned Parenthood could be axed from the bill over procedural or political calculations.

“Conservatives have demonstrated a willingness to work with more moderate lawmakers to begin undoing the damage caused by Obamacare, but moderates need to make concessions as well if Republicans are going to deliver on their seven-year promise,” said Dan Holler, a vice president of Heritage Action, a conservative lobbying outfit.

Republican leaders insist that nothing is settled on the Obamacare repeal bill, even though initial proposals were being submitted to the Congressional Budget Office throughout the week and into the weekend. But they know an ideological reckoning is upon the party as it’s on the precipice of finally making good on repealing a law that’s driven the Republican political strategy for the better part of a decade.

“It’s a good jump ball … can you make it more conservative or do you have to make it more moderate. How do you get to 50 votes?” mused Sen. John Thune of South Dakota, the No. 3 GOP leader. “It’s a numbers game right now … and the leader is listening and trying to referee.”