After Hillary Clinton, Warner had assembled the largest campaign apparatus of any Dem and secured some of the party’s top talent, including media consultant Jim Margolis and strategist Jim Jordan. Aides had been talking up his fund-raising prowess and grass-roots network.

But intimates knew that Warner had grown increasingly unsure about the prospect of running since returning from a family vacation to Italy this past summer. In recent weeks he’d told several friends he had “real doubts” about the race, and his inner circle knew to expect a make-or-break decision on Columbus Day. “Every time I’d say, ‘If I run,’ people assumed I was checking a box,” Warner tells NEWSWEEK. “But in the past month I think particularly the fund-raisers noticed there was a real change in tone.”

Top Dem contenders–including Clinton–called to reach out (read: suck up) to Warner after his announcement. Evan Bayh and John Kerry were on the phone with Warner donors within hours; they and others, including John Edwards (and perhaps even Barack Obama and Al Gore), will now move to seize Warner’s mantle as the electable anti-Hillary. But Clinton herself may have gained the most from Warner’s withdrawal. “Evan Bayh gets the Red State thing, Edwards is the Southerner, but Hillary becomes the undisputed centrist candidate,” says one former Bill Clinton aide, anonymously since Hillary has yet to say she’s running. “You tell me which of those makes you more electable.”

Warner won’t rule out any future campaigns, and friends say skipping the primary mudslinging leaves him better positioned as a VP choice in ‘08. When his family was told he was quitting the contest, his youngest daughter, Eliza, urged him to go out and “get a real job.” After all, she noted, “we don’t want you around too much.” But late last week, Warner sounded wistful for the life he was leaving behind. A self-described “clip junkie,” he rose early the morning after his announcement and checked to see how his bombshell had played. The news coverage was what he’d expected but still brought a tiny sting. “It was, ‘OK, three graphs on Warner. Now on to someone else’.”