Updated 12:00 p.m.

Arkansas has quickly become one of the flashpoints of the midterms, with Democratic and Republican groups from outside the state planning to dump hundreds of thousands of dollars into races there, and both sides saying turnout is the key to victory.

In early February, Americans for Prosperity spent $606,000 on a statewide ad buy in Arkansas. The ad was spare, featuring a blonde woman in front of a white wall who confessed she didn't like campaign ads. She also said she didn't like the Affordable Care Act. The 30-second spot ended by displaying Arkansas Sen. Mark Pryor's phone number, and directed viewers to tell him to "stop thinking about politics, and start thinking about people." The ad ran for 21 days in the state. During those three weeks, the state chapter of Americans for Prosperity, a conservative 501(c)4 started by Charles and David Koch, also ran 28 phone banks, and canvassed across the state. "Whenever you see us on the air, you can expect us to be heavy on the ground as well," says Jason Cline, AFP-AR's director.



Sen. Mark Pryor, D-Ark., holds a pan of raccoon meat at the Gillett Coon Supper in Gillett, Ark. , in January. Pryor faces a challenge from Republican Tom Cotton. (AP Photo/Danny Johnston)

Last week, AFP spent over $700,000 on an ad buy in Arkansas. In the ad, a woman who received a cancellation letter from her insurance company spoke while text reminded viewers that Pryor voted for Obamacare. Once again, the ad ended with the senator's phone number. Last weekend, 43 AFP volunteers knocked on about 4,000 doors in Northwest Arkansas. On March 20, they have a phone bank scheduled in Benton County, and a canvass planned two days later. In the next few weeks they'll have booths set up at the Hog Festival Cook-off, the German Heritage Festival, the Arkansas Festival and the Annual England Festival. After five years in the state, Americans for Prosperity nearly has omnipresence down to a science.

The more than $1.4 million Americans for Prosperity has already spent on ad buys in Arkansas -- almost eight months before Election Day -- is what gets the group notice nationally. Since last fall, the group has spent around $30 million on ad buys in states with close Senate races this midterm season, making it the biggest spender of the 2014 election thus far. It's gotten even harder to notice their grassroots presence, since they've mostly given up on rallies and bus tours in favor of canvassing and phone banks. But without their "grassroots army," they say all that spending would be for nothing. "Without the strength of our on-the-ground activists, we wouldn't have achieved what we have achieved," says Cline.

Americans for Prosperity opened their Arkansas office in June 2009. Since then, the state legislature and senate gained a Republican majority for the first time since Reconstruction, and AFP-AR has grown to include over 63,000 volunteers and has more Facebook likes as a percentage of the state population -- 34,000 -- than any other AFP office in the country. Teresa Oelke, the first state director of AFP-AR, has been promoted to vice president of state operations. In 2012, the group spent over $500,000 on state legislative races, and has spent well over that already in 2014.

AFP also thinks that, at least in Arkansas, they've got the left beat at the Internet game. Cline says, "If you look at what the left has been able to accomplish with social media, in Arkansas, we are significantly ahead of the folks on the other end of the political spectrum from ourselves, and it's noted by everyone." Tim Phillips, the organization's president, notes that their "data folks" have been instrumental in choosing where to canvass. And they've now focused all this might on fighting the Affordable Care Act and the Democrats in Arkansas who supported it, Mark Pryor getting special attention. And after failing to stop the "private option" Medicaid expansion from getting passed in the conservative state legislature in April 2013, they're itching for another victory. Turning out those voters who already are sympathetic to their messaging is key.

The Democratic Senatorial Campaign Committee is planning to spend $60 million this year to match the resources of outside groups when it comes to grassroots organizing. In 2010, the committee focused on matching the ad spending of groups like Americans for Prosperity, which wasn't enough to stop Republicans from gaining 63 seats in the House and six seats in the Senate. This year, they aim to keep up with outside groups on advertising and organizing in what the DSCC's communications director, Justin Barasky, said will be an "unprecedented effort in getting out the vote." They call it the Bannock Street Project, which had a trial run during the 2012 senate races in Montana and North Dakota. After 2010, they realized that Republican donors and the Affordable Care Act aren't their biggest roadblocks to winning. Turnout is the key to success, especially since the Republican Party already has a built-in advantage during midterms.

Many people tune out in the three years between presidential elections, leaving behind only the most passionate voters to cast ballots in off-year races. Midterms are magnets for older and whiter voters, who increasingly identify with the Republican Party. The Voter Participation Project estimates that among minorities, unmarried women and young people -- a group they label the "Rising American Electorate" -- one in three voters who voted in 2012 won't turn out in 2014.

When you add the midterm disadvantage that the president's party nearly always carries, Democrats have an uphill battle this year. Without getting young and minority voters engaged, there are races they just can't win -- which is why they're sinking so much money into the Bannock Street Project in the ten states with close senate races this year.

The project gets its name from the street where Colorado Senator Michael Bennet's headquarters were located, an office that managed to turn turnout into a midterm win in 2010. The Bannock Street Project seemed to rack up quiet victories in 2012. The average turnout in presidential battleground states that year was 59.7 percent of the population. In Montana, where presidential campaigners were near nonexistent, turnout was 61.5 percent. In North Dakota, turnout was 59.4 percent. Both of the Democratic Senate candidates in those states won close races.

This year, Democrats plan to install 4,000 field staffers across the country. They're hoping they can find the same success in Arkansas, where Pryor is currently tied with his Republican opponent, Rep. Tom Cotton, 46-46 percent. Getting people registered to vote -- like the approximately 120,000 unregistered black Arkansas residents -- will be essential. The DSCC and Americans for Prosperity both see turnout as key, but they have completely different targets. While Americans for Prosperity has been trying to amp up likely voters, the DSCC hopes to get people who usually don't pay attention to elections at all to go to the polls this year.

One of the big questions in the race is whether the AFP has an advantage because they have been warming up voters in Arkansas for months, while the Bannock Street Project has yet to visit the state.

In addition to the DSCC, the Arkansas Democratic Party is also focusing on turnout. "Turnout is very important for Democrats to win," says Patrick Burgwinkle, spokesperson for the state party. "We're feeling confident. Pryor is running very well against a recruit the GOP is very proud of."

The Senate race isn't the state's only exciting election of the year. There's an open gubernatorial race, since Democratic Gov. Mike Beebe has reached his term limit. Former Rep. Mike Ross -- who was the only incumbent Democrat at the federal level to win re-election in Arkansas in 2010 -- is running for the seat. In 2010, Beebe also won all 75 counties in Arkansas. James Lee Witt, who was a FEMA director during the Clinton administration, is running for Rep. Cotton's seat. Republican Rep. Tim Griffin's seat is open, since he is retiring after two terms in order to run for lieutenant governor.

The Arkansas Democrats seem set on borrowing some of the tactics the DSCC has used on the national level with their "Addicted to Koch" campaign. "It's not a stretch to say that Cotton owes his political career to these outside groups," Burgwinkle says, "and it's clear he's rewarding them with his votes." In their "Too Reckless for Arkansas" campaign, they mention that he was the only Arkansan to vote against both forms of the Violence Against Women Act and the farm bill. The party ran an ad in Arkansas last week that focused on the trips -- paid for by groups like Club for Growth, the American Enterprise Institute and Conservative Action -- that Cotton went on over the course of his term. The envelope filled with $300,000 worth of checks that Cotton received in 2010 from Club for Growth is another favorite factoid of the Arkansas Dems. The DSCC is also likely to mention the Cotton-Koch connection once they get to Arkansas. DSCC spokesman Barasky used a line similar to Burgwinkle's when talking about the race, "The best way to combat the Koch brothers is to show that Tom Cotton serves the Koch brothers' interests. Not Arkansans."