Grin and Bear It

Fred Thompson does not want to meet the Butter Princess. Everywhere he turns at this morning's meet-and-greet at the Minnesota State Fair, he is surrounded by hundreds of star-struck onlookers, many of them "Law & Order" fans who line up three-dozen deep for a close-up with the actor who would be president. Thompson, a sometimes reluctant campaigner, is in full movie-star mode, and has his good-ole-boy charm set on high. All the women he meets are "honey" and the men "buddy." Even dressed down in khakis and a blue shirt with the sleeves rolled up, he is hard to miss. At 6 feet 6, he is head-and-shoulders taller than anyone around him. Posing for picture after picture, he reflexively stoops to fit in the frame. Some fans ask him to autograph DVDs of "The Hunt for Red October" and "In the Line of Fire," movies in which he had small but memorable parts playing powerful, world-weary men. "Run, Fred, run!" comes a shout from the crowd. Thompson lets out a long, low chuckle. All in all,

he looks downright thrilled to be here.

Yet even on the best of days, there are limits to how far he is willing to go to please the people. As Thompson and his wandering retinue near the booth where the Butter Princess is holding court, most of his followers peel off to get a look at her. She is one of the fair's main attractions, and it's easy to see why. She is blonde and beautiful and all of 90 pounds—of butter. Carved that morning from a solid block, she smiles vacantly through the glass of her 38-degree display case. Inside, the sculptor, a woman bundled in a coat and gloves, is at work on another dairy masterpiece. Each day she creates a new bust, modeled after the real young women voted to the fair's royal court. The windows are crowded with people trying to get a look. Thompson hangs back; he clearly wants to move on. This is the second dairy statue he's had to endure this month—a couple of weeks earlier, he grudgingly posed next to a two-ton butter cow in Iowa—and he has lost any interest he may have had in the genre. He does his best to muster some enthusiasm. "Oh, she's got a wand," he says weakly. "That's somethin'."

A Minnesota politician offers to introduce him to the sculptor. "No, no," he demurs, trying to look disappointed. "I wouldn't want to get in the way." At the moment, Thompson is interested in only one thing—the giant strawberry milkshakes being sold a few yards away. He starts to walk off, but the locals aren't having any of it. Fred Thompson has come all this way, and he's going to get the full VIP treatment. Emissaries are dispatched. Hushed conversations are had. Thompson is ushered to the booth where the artist is hard at work in her icy cell. He plasters on an aw-shucks grin and sticks his head in the door for the briefest of hellos. When he comes back out, an aide rewards him with a milkshake.

It was a small but telling moment. Like all politicians, presidential candidates are expected, reasonably or not, to be tireless schmoozers of butter sovereigns, Iowa farmers, New Hampshire townsfolk, South Carolina churchgoers and so on. If you are going to run, you have to run, and that means practicing retail politics even when it is the last thing on earth you want to do.

There's no doubt Thompson looks the part; there's a reason Hollywood directors have sought him out to play wise Washington hands in the movies. His deeply lined, gently scowling face exudes authority, and he knows how to use his LBJ-size frame to impress and intimidate. And there is that disarming rumble when he speaks, a voice so grand that John McCain jokes he would be president if only he had Thompson's vocal cords. But as he prepares to formally begin his campaign for the White House this week, after months of "testing the waters," the conventional wisdom in Washington is that Thompson doesn't want it badly enough, isn't willing to work hard enough—put bluntly, that he is lazy. "He needs to show he has the appetite for a presidential campaign, and he hasn't shown that yet," says a top White House official who did not want to be named sticking a knife in the back of a fellow Republican. "It's the hardest work in the world. I'm not sure he wants to work that hard."

There may be something to the chatter. Thompson has never been an enthusiastic politician. GOP elders in Tennessee had to plead with him to run for the Senate in 1994, and he never felt at home in the Capitol, with its arcane rules of order and endless late-night jawboning sessions. This time around, some close to him question whether moving into the White House is truly Thompson's life ambition—or more the dream of his second wife, Jeri, a former GOP operative who is his unofficial campaign manager and top adviser. People "wonder if she's more into this than he is," says a Thompson adviser, who asked not to be named talking about private matters.

Thompson knows what people say about him—and it bugs him. "Fred was grumping to me about that the other day," says Howard Baker, the former Tennessee senator and Reagan White House chief of staff who was one of Thompson's political mentors. "I told him, 'They've got to criticize you for something, and that's not a bad one, because you can disprove it'."

Like most political attacks—aimed at defining an opponent before he can define himself—the claim that Thompson has spent a lifetime skating by on his God-given talents is a little too easy, and more than a little wrong. Thompson has doubtless had his share of lucky breaks; throughout his life, he's shown an enviable knack for being in the right place at the right time. But in his long, meandering career—as a young Tennessee prosecutor who won 14 of 15 bank-robbery cases, a twice-elected senator and Washington lobbyist and an accidental actor who stars in one of the most popular shows on television—Thompson has never lost a job, or a campaign, because of a lack of effort. "If I had to pick one thing that qualifies him to be president," says Baker, "it's this: he approaches things calmly, deliberately—and he doesn't shoot from the hip."

If anything, Thompson has so far used his laid-back style to his advantage. In a GOP field crowded with accomplished strivers who will seemingly do or say anything to get noticed, he has stood out for his practiced indifference to presidential gamesmanship. His reticence may strike his doubters and detractors as a weakness. But for many voters put off by the other candidates, Thompson's stately but somewhat detached approach to the campaign is reminiscent of another actor turned president. "You're the next Ronald Reagan!" a man tells Thompson at the fair. Thompson, not quite convincingly, downplays the comparison. "No, no, don't say that," he protests. "I have a lot to live up to."

It's no wonder other candidates and their oppo-research teams are so eager to marginalize Thompson: Mitt Romney or Rudy Giuliani would surrender vital organs to be compared with the patron saint of the Republican Party. It must be just as maddening that Thompson is running second to Giuliani in national polls. This despite the fact that the former New York City mayor—as well as McCain and Romney—has spent millions more than Thompson has raised. Thompson has pulled this off in part by sitting out for so long. He's had the luxury of ducking the endless procession of debates and the tough scrutiny that have left the other contenders a bit banged up. So far, whenever he's been pressed on the issues, Thompson has largely stuck to generalities about tough borders, free markets and states' rights. It hasn't gone unnoticed that he picked this Thursday to enter the race—the day after the fifth Republican debate. When he takes the stage for the next debate in Baltimore later this month, he will be among road-weary rivals who will be only too happy to haze the rookie. If Thompson is worried, it doesn't show. "They've been spending hundreds of millions of dollars running flat-out for a year," he told reporters last week. "That doesn't bother me. I don't pay attention to that. I'm going to do things at my own pace, my own rate and my own way."

That line might just as well sum up Fred Thompson's whole life. Now 65, he has been trying to shake the lazy rap from the time he was a kid in tiny Lawrenceburg, Tenn., the son of a used-car salesman and a stay-at-home mom. Neither of his parents made it past eighth grade, and young Freddie, as he was known, didn't have much use for studying. Big and gangly—his friends called him Stick—Thompson clowned around in class and was a regular in the principal's office. It wasn't that he was stupid—far from it. "He was smart; everyone knew it," says Chunky Moore, a former classmate. "He just wasn't real interested in school."

He was interested in sports, and if Freddie Thompson wasn't what you'd call a finesse player—he was a mess of arms and legs running with a ball—he managed to lead Lawrenceburg High to the state championships in basketball and football. Yet even on the field he was a clown. During one football game, Thompson took a hard tackle and didn't get up. It looked as though he'd been knocked out. When his coach and teammates rushed over, Freddie opened his eyes and grinned. "How's the crowd taking it?" he asked. He kept still a few beats longer, then sprang to his feet and took in the cheers from the stands. Thompson was voted most outstanding athlete, but he never received the award. The school's teachers, fed up with his classroom antics, demanded he be stripped of the prize.

Thompson's interest in sports waned when he fell for Sarah Lindsey, a local beauty queen and daughter of a prominent family. She was a year ahead of him in school; he cut practice to spend time with her. A few months after she graduated, Sarah got pregnant. Thompson was 16. He proposed, but her parents wouldn't hear of it. Sarah was on her way to Vanderbilt to study English; they weren't about to let her tie herself down to a goof-off who they didn't believe had much of a future. Still, Sarah insisted that there was something special about Freddie, and she urged them to trust her. In September 1959, two weeks after Thompson's 17th birthday, they were married. They named their son, born the next spring, Fred Jr. A senior in high school, Thompson was a husband and father.

Sarah put off college and Thompson moved into her parents' house. He was through with sports; he needed to make money to support his new family, and he began working nights at her family's factory building church pews. Friends say they saw a change in him. No longer the clown, Thompson seemed determined to prove that Sarah's parents were wrong about him. "He studied more, socialized less," Moore recalls. "He basically focused on his family." With tutoring from Sarah, Thompson brought up his grades. His senior-year epigram, inscribed next to his picture in the yearbook, read: "The lazier a man is, the more he plans to do tomorrow."

That fall, the couple headed to nearby Florence State College in Alabama. For the first time in his life, Thompson learned what it was like to work hard. They had no money; Thompson dropped out of school and took on three jobs. He returned to school the next spring and majored in physical education, with the aim of becoming a high-school basketball coach. He didn't think he was cut out for anything else. With a second baby, daughter Betsy, on the way, the couple moved back to Tennessee and enrolled at Memphis State. But Thompson no longer saw himself coaching ball. Influenced by Sarah's uncle, a respected attorney, he set his sights on law school. To prepare, he took on a new double major: philosophy and political science. Still working odd jobs between classes, he managed to earn top grades, and won a scholarship to Vanderbilt Law School. His third child, Daniel, was born during his first year, and Thompson supported the family working nights as a motel desk clerk. In 1967, he graduated from law school near the top of his class.

The Fred Thompson who returned home to Lawrenceburg to work for Sarah's uncle barely resembled the class clown who'd left a few years earlier. "He had his feet on the ground and a good head on his shoulders," says Tom Crews, who has known Thompson since they were kids. "He had really matured." Now an ambitious country lawyer handling parking tickets, divorces and wills, Thompson also began dabbling in politics. In college, he'd read Barry Goldwater's influential Republican call to arms, "The Conscience of a Conservative." The book stuck with Thompson, and he decided to start a local Young Republicans committee. At the time, there wasn't much interest; most folks in Lawrenceburg were Democrats.

Still, Thompson persuaded Crews and other friends to join. In 1968, Thompson signed on as campaign manager for a local Republican congressional candidate. The bid failed, but Thompson's enthusiasm got him noticed by the state's GOP elite, including Baker, then a senator, and his protégé, an up-and-coming pol named Lamar Alexander. Thompson's name was passed to the Nixon White House, and in 1969, Thompson was rewarded with a job as assistant U.S. attorney in Nashville. Thompson was a natural in the performance theater of a courtroom. He prosecuted bank robbers and moonshiners, racking up one conviction after another. He liked the work, and he liked the attention it brought him. The star prosecutor wasn't shy about getting his name in the paper. When Baker ran for re-election in 1972, he asked Thompson to help manage his campaign. "There were so few Republicans in Middle Tennessee at the time," Alexander tells NEWSWEEK. "The truth is, he was about the only one we knew."

It wasn't the last time Baker would turn to Thompson. In 1973, with Watergate on the front pages across the country, the Tennessee senator called on Thompson to serve as minority counsel on the committee investigating the presidential scandal. It was a huge job—Republicans on the committee were intent on preventing the hearings from damaging President Richard Nixon, and Thompson would be their legal line of defense. Baker wanted his old friend Alexander to take the job, but he turned him down. "I was just inundated—retired judges, lots of distinguished names," Baker says. "Candidly, and you could argue this doesn't reflect well on me, I just didn't know many of them very well, and I thought we needed someone I already knew and could work with, and so I picked Fred."

Richard Nixon thought Baker was out of his mind. Oval Office tapes uncovered earlier this summer at the National Archives captured the president's reaction when Baker told him his choice. "Oh, s––t, that kid?" the president blurted out. He goes on to call Thompson "dumb as hell." On the tapes, Baker tries to defend him. "He's tough. He's 6 feet 5 inches, a big, mean fella."

Thompson's part in the Watergate hearings would make him a household figure. His somber face, staring down from the dais, was seen daily on live television broadcasts. The other part of his job was to keep the Nixon White House apprised of Democratic maneuvers to undermine him. In his Watergate memoir, "At That Point in Time," Thompson says he felt torn between his loyalty to Nixon and his rising suspicion that the president was wrong. "I was looking for a reason to believe that … Nixon … was not a crook." Yet Thompson managed to come away from the hearings as a hero. It was Thompson who, in a brilliant bit of political theater, asked a question that helped lead to Nixon's downfall: "Are you aware of the installation of any listening devices in the Oval Office of the president?" he asked Nixon aide Alexander Butterfield. In reality, Thompson and everyone on the committee already knew the answer; Butterfield had spilled the secret of the tapes to an investigator three days earlier. But to rapt viewers at home, Fred Thompson was the new Perry Mason.

He made the most of his newfound celebrity, traveling the country hawking his book and raking in speaking fees. His TV image as a champion of the people got him work as a lawyer. One client in particular would pave his accidental path to Hollywood. In 1977, he took the case of Marie Ragghianti, a member of the Tennessee parole board who was fired after she accused Gov. Roy Blanton of selling pardons to prison inmates. In a highly publicized case, Ragghianti sued the state and Thompson won an unexpected verdict in her favor. Blanton later went to prison. A few years later, Thompson got a call from Hollywood. Director Roger Donaldson was making a movie about the case, and wondered if Thompson would play himself. Thompson didn't see why not.

"Marie" was a box-office flop, and the critics hated it. But they loved Thompson. "A natural star, he gives so much oompf to the courtroom scene it almost makes you want to commit a crime just to hire the guy," the Los Angeles Times raved. Thompson was rich and growing more famous every year. But home in Tennessee, his marriage was falling apart. "I think they loved each other very much," says one Thompson friend who declined to be named talking about personal matters. "I just think Sarah was tired of being home alone with three kids, and Fred was just taking off." The couple has never publicly discussed the reasons for their divorce, but the two remained close-enough friends that Sarah would later campaign for her ex-husband.

After his success in "Marie," Thompson became a sought-after character actor, appearing in movies with Robert De Niro, Clint Eastwood and Gene Hackman. He landed a part in a Martin Scorsese picture, "Cape Fear." In most of his films, he played a version of himself—a gruff guy with a Southern drawl. He found it easy enough to do. "It's like finding money on the street," he once said of his movie jobs. At the same time, he took on side work as a Washington lobbyist, representing high-profile clients including Westinghouse and Toyota. Records show he also lobbied for less-savory characters, including deposed Haitian president Jean-Bertrand Aristide, who wanted Washington to support his return to power. Thompson has said his only work for Aristide was a single 1991 phone call on his behalf to John Sununu, George H.W. Bush's chief of staff.

Another bit of freelance lobbying from that period has now come back to haunt Thompson. In 1990, an abortion-rights group hired him to argue its case before the first Bush administration. It wanted to block an obscure provision that would strip federal funding from medical clinics that provide abortion counseling. This summer it became an issue when someone dug up the records and tipped off reporters. At first, Thompson denied that he'd lobbied for the group. But after billing records turned up, he said he couldn't remember. Thompson pointed out he has a 100 percent rating from National Right to Life, the anti-abortion group. So far, he's managed to escape the kind of criticism Mitt Romney has faced for his shifts on the issue. But it's certain to come up again.

With thriving gigs as an actor and lobbyist, Thompson turned down Baker's overtures to run for the seat Baker was vacating in 1984. "The hassle factor is up, and the pay is not," he told The Washington Post at the time. The seat went to a Democrat, Al Gore. A decade later, Gore was vice president and the seat opened up. Again, Baker came calling. Again, Thompson wasn't interested. But Baker leaned on him hard. This time, Baker said, it was personal. Rep. Jim Cooper, the Democrat Thompson would run against, had beaten Baker's daughter, Cissy, for a House seat. Thompson was a miserable candidate, and he was miserable being one. He hated the confined, tightly controlled bubble of life in a Senate campaign. He hated the hectic schedule, the endless speeches, the dark campaign van. His obvious lack of enthusiasm was reflected in the polls. Thompson was getting crushed by Cooper, who tagged him as a "Gucci-wearing, Lincoln-driving, Perrier-drinking, Grey-Poupon-spreading, millionaire Washington special-interest lobbyist." Thompson poured out his woes to Tom Ingram, an old friend and influential Tennessee political strategist. "I'm not having any fun," Ingram recalls Thompson saying. "I just want to get the hell out of here." Ingram sat quietly for a moment, then asked, "Well, what would you rather do?" Thompson said what he really wanted was to ditch his suit for a pair of jeans and drive up and down the state in a pickup truck. "Well," Ingram replied, "why don't you?"

Everyone in Thompson's camp thought it was a gimmicky idea that would sink his already-struggling campaign. But he rented a beat-up Chevy King Cab and took to the road. Dressed in jeans and dusty boots, the candidate came alive. "You could literally see the difference," Ingram says. "The polls just shot up." He beat Cooper by more than 20 points, part of the nationwide sweep that gave Republicans control of Congress that year. Thompson drove his red truck to Washington, where he parked it in front of the U.S. Capitol and posed for pictures.

The old line in Washington is that freshman senators are supposed to be seen and not heard, but Thompson was no ordinary newcomer. His movie stardom gave him unusual influence. In December 1994, Bill Clinton delivered a major economic address on live television. Bob Dole, the Republican leader and a fan of Thompson's movies, picked him to deliver the GOP's response. Thompson took it for what it was: an acting job. Perched on the edge of his desk, he delivered bromides about tax cuts and small government in a folksy, down-home tone that won him immediate comparisons with Reagan. Tom Shales, The Washington Post's tough TV critic, called him a "first-class communicator." Clinton enjoyed Thompson's sermon so much he sent him a cigar and a letter of praise. "I had to fight with my staff as to whether I should smoke the cigar or keep it as a memento from the President," Thompson wrote Clinton. "We compromised. I am going to keep the tube it came in." (The letter, along with thousands of other documents from Thompson's time in the Senate, is archived at the University of Tennessee.)

Thompson also gained plenty of attention for his private life. Long divorced, he was a hit with the ladies. He was a regular on Washington's cocktail-party circuit, always arriving with a beautiful woman on his arm. At various times, he was connected with country singer Lorrie Morgan, socialite Georgette Mosbacher and GOP pollster Kellyanne Conway.

Though he'd been in the Senate only a few years, in 1997 Thompson was picked to lead a major investigation into Democratic fund-raising abuses during the 1996 presidential campaign. Republican leaders dreamed of calling top White House aides—and maybe even Bill Clinton and Al Gore—to testify about big checks from shady Chinese businessmen and rich donors buying pajama parties in the Lincoln Bedroom. GOP leaders saw Thompson as the perfect master of ceremonies for what they envisioned would be a C-Span skewering.

It didn't turn out that way. Thompson wound up losing control of the investigation, and the support of his own party, when the committee turned its attention to Republican campaign abuses as well. Thompson has said he wanted to make sure the inquiry was fair, and not just a Republican hunting party that would be viewed with suspicion by the public. But Republicans thought he was a weak chairman who was outmaneuvered by committee Democrats. The investigation fizzled and eventually shut down; Thompson was a near pariah among some Senate Republicans. Trent Lott was so furious at his friend that he stopped speaking to him. Letters in Thompson's archives show that he put in several requests for a seat on the Senate intelligence committee, but Lott blocked them.

Thompson's popularity among his Republican colleagues took another hit in 1999, when he broke with the party and voted against convicting Clinton on perjury charges during his impeachment trial (he voted for conviction on obstruction of justice). But by then Thompson had one foot out the door. He had long complained that he found Senate life suffocating. "I don't like spending 14- and 16-hour days voting on 'sense of the Senate' resolutions on irrelevant matters," Thompson said in 1998. It was, he said, "very frustrating." He may have wished the Senate spent its time on more-important issues, but Thompson himself didn't have the patience, or the desire, to do the kind of ego stroking and horse trading it takes to get bills to the president's desk. Of the 90 bills he introduced in his eight years as a senator, only four became law.

In January 2002, Thompson's 38-year-old daughter, Betsy, died of an accidental prescription-drug overdose. "He was just bowled over," says Jan Clifton, a longtime friend. "Even as tough as Fred is, it took everything out of him." At the time, Thompson told a friend, Tennessee Rep. Zach Wamp, "I've lost my heart for public service … I've lost my heart." A few weeks later, he announced he wouldn't run for re-election. He was finished with politics for good.

Thompson went back to acting, taking the role of Arthur Branch, the gruff New York City D.A. on "Law & Order." He stayed five seasons, and left the show last spring. At the same time, the ex-senator, who still lived in the capital, kept one foot in official Washington. He remained a part-time lobbyist representing an insurance company looking to limit payouts from asbestos lawsuits. In 2005, George W. Bush tapped Thompson to sherpa John Roberts through Roberts's confirmation hearings as chief justice.

Back home in Tennessee, Howard Baker once again had bigger things in mind for his protégé. Late last year Baker and his Republican friends were casting around for a presidential candidate to back in 2008. None of the contenders impressed them. Sitting at his desk in his law office in Huntsville, Tenn., Baker called Thompson and told him he was going to float his name in GOP circles. Thompson didn't try to stop him.

If Thompson liked the idea of moving into the White House, he soon found that no one was more enthusiastic about it than his second wife, Jeri, whom he'd married in 2002. They met at a barbecue in Nashville in 1996. Not long after, Jeri, who is 24 years younger than Thompson, moved to Washington and they began dating. Though she had little to no political experience, she landed a PR job at the RNC and later worked for the Senate, where she handled press for Republicans, including Thompson. It was Jeri who helped him through two personal trials: Betsy's death and a 2004 cancer scare, when Thompson was diagnosed with non-Hodgkin's lymphoma. He is now in remission. The couple has a 3-year-old daughter and a 10-month-old son.

While Baker was floating his trial balloons, Jeri began working to get her husband's name out there as a possible candidate. She hired a veteran political strategist, Mark Corallo, to help raise his profile. In March, Thompson announced on Fox News that he was seriously considering a run for the White House. But things haven't gone as planned. In May, he gave what was billed as his debut speech as a presidential contender before Orange County Republicans. Expectations for the mellifluous actor were high, but Thompson went off script and tried to wing it—with poor results. He rambled and seemed unfocused. Many in the audience went away unimpressed.

Meanwhile, there was turmoil inside the nascent campaign. In June, Thompson began raising money. His supporters predicted he would bring in $5 million in one month and officially enter the race in July. It didn't happen. They came up more than $1 million short, and his campaign was bleeding top staff. Thompson went through two campaign managers and lost at least five other top aides. Some blamed the troubles on Jeri, who is known for a sharp tongue and sharper elbows. Taking on the role of chief adviser and de facto campaign manager, she hired and fired staff, and demanded final approval of things ranging from fund-raising events to travel schedules. (The campaign would not comment on Jeri's role.)

But in recent weeks Thompson himself has stepped in to bring order to the campaign. Jeri appears to have given over some control to a new campaign manager—Bill Lacy, a veteran GOP strategist who directed Thompson's Senate runs. "I think things are more settled," says Ingram. Thompson still has some kinks to work out. For all his oratorical skills, he has yet to get the hang of giving a rousing stump speech. In Indianapolis two weeks ago, he delivered a somber assessment of America's future that left his audience deflated. Thompson, who has already been president three times in the movies, is about to find out how much harder it is to play commander in chief when you don't have a script.