Ashley Henry and Herb Koss don't have much in common.

Henry is a 37-year-old Portland transplant from Little Rock, Ark., via Georgetown University, where she snagged a degree in international relations. A political junkie, she ran Nick Fish's spring campaign for City Council in 2004, organized local Howard Dean supporters that same year and is now volunteering for Multnomah County chair candidate Ted Wheeler. Henry burns biodiesel in her Jetta and, of course, voted for John Kerry.

Koss, 61, is as red as Henry is blue. A real-estate developer from Lake Oswego, Koss plays a hundred rounds of golf a year and drives a Cadillac Escalade. He has lived in Oregon nearly his whole life and voted for George W. Bush, twice.

Four years ago, Henry and Koss canceled each other out: She backed Democrat Ted Kulongoski for governor, while he supported Republican Kevin Mannix.

This year, however, Henry and Koss are changing their voter registration to support the same candidate: state Sen. Ben Westlund, who has left the Republican Party to run for governor as an independent.

For both, the change is gut-wrenching. "It's a very difficult decision," Koss says. "But I just don't think a Republican can win the governor's race in Oregon."

"I haven't changed my fundamental principles," Henry explains. "My decision to change registration is a reflection of my exasperation with partisan politics."

The November election is a long way off, yet Westlund, a former bull-semen peddler from near Bend, is already creating more excitement—and nervousness—than any other gubernatorial candidate.

"He's cut out of the same cloth as Tom McCall," says lobbyist Roger Martin, who worked closely with the legendary maverick Oregon governor. "Whether he can grow into that role remains to be seen."

Bill Lunch, political science chairman at Oregon State University, says Henry and Koss have signed onto more than just a pipe dream.

At the least, Lunch says, Westlund can alter the outcome of the race. He might do more. "If all the stars align," Lunch says, "Westlund could win."

Oregonians can't vote for Westlund just yet. His name won't appear on the ballot until November, when he hopes to compete against the surviving Democrat and Republican.

Even so, Westlund's campaign is gaining traction—to the point that some observers think Kulongoski would do well to ignore his light primary opposition and concentrate on Westlund.

But the threat Westlund represents to the status quo extends beyond the governor's race. His candidacy is an expression of the frustration Oregonians feel with politics. Last week's carefully choreographed legislative special session notwithstanding, an increasing number of voters feel the system is broken.

Two parties bludgeon each other endlessly for scant benefit. Polls show that most voters believe Oregon is headed in the wrong direction; reams of data show our tax system, schools and healthcare are inferior.

Westlund, who hopscotches from one side of the aisle to the other, putting issues before politics, says he's the answer.

Maybe he's right. Maybe we don't need Republicans—or Democrats—in this state anymore.

There's one simple reason Bernard John Westlund II, 56, could be the most dangerous name on the November ballot: Incumbent Ted Kulongoski ranks 48th among his peers nationally in popularity, with a 33 percent approval rating, according to mid-April numbers from SurveyUSA.

Kulongoski is highly vulnerable, and a big part of his problem is public-employee unions. In 2002, they were his greatest source of support, but now they're treating him like a strike-busting scab for wage freezes and benefit cuts he imposed three years ago.

Even if Westlund falls short in November, a number of pundits think he can lure enough Democratic and independent voters to retire Kulongoski.

To qualify for the ballot, Westlund must gather 18,364 signatures by Aug. 29. Although a new law bars Oregonians who vote in partisan primaries from signing an independent's qualifying petition, previous results suggest about 1.2 million registered voters won't participate in the May primaries.

Westlund will need a couple million dollars to contend. He says he's raised about $500,000 so far, but he's elevating his profile in other ways.

At the county library in Gresham recently, he took part in one of the two dozen town-hall meetings he and a crew of union organizers are holding around the state to rally support for seven healthcare-related initiatives aimed at the November ballot.

The chance to address healthcare advocates while also ingratiating himself with union activists was a plum assignment.

When his turn came to speak, Westlund, wearing his trademark plaid shirt, peered over gold-rimmed reading glasses at a crowd of about 50 healthcare wonks.

His allotted five minutes stretched into 20 as he worked the room like an evangelist. "Healthcare in Oregon is in a crisis of enormous ethical and economic consequences," he thundered.

The governor's pollster, Lisa Grove, made headlines last year when she told a City Club audience that healthcare was the state's leading political issue.

Yet it is Westlund, not Kulongoski, who has converted himself into a walking glossary of Medicare and Medicaid acronyms. It is Westlund, not the governor, who is co-sponsoring two November initiatives—a constitutional measure to mandate universal healthcare and a 60-cents-per-pack cigarette tax.

And it is Westlund, not the governor, who has turned disease into a political asset. In 2001, Kulongoski battled prostate cancer, an episode he rarely mentions. In 2003, Westlund contracted lung cancer. His journey has become part of his campaign speech.

"Would I be running today had I not had cancer?" he asks. "No. Given a second chance, I decided I was going to do as much as I could."

After being diagnosed in May 2003, Westlund underwent surgery, chemotherapy and radiation and returned for the closing day of the legislative session cancer-free.

Although he raves about the care he received, his experience drove home the universality of interactions with a Byzantine system.

Westlund's healthcare-for-all ballot measure has obvious appeal to Democrats; his tax reform plan, a 5 percent sales tax on non-essential goods offset by a cut in income taxes, capital-gains taxes and property taxes, is attractive to some Republicans.

"One of the things I worry about is retirement," says Koss, the real-estate developer. "If Oregon's tax structure doesn't change, we're going to have to leave the state."

In many ways, Westlund's February decision to leave the Republican Party marked a logical step in his political evolution.

First elected to the Oregon House in 1996, he earned the rare honor of joining the budget-writing Ways and Means Committee his rookie year.

Westlund became known as a diligent, canny legislator and master horse-trader. "Nobody brokers a deal better than Ben," says Senate Minority Leader Ted Ferrioli (R-John Day). "He's always got more information than anybody else."

Salem's proverbial smoke-filled room is Jonathan's Oyster Bar. "If you look in the back corner where people go not to be seen, Ben'll be there two or three times a week during session," Ferrioli says.

Initially, Westlund voted the Republican party line and earned abysmal marks from environmental and labor groups. His good-ol'-boy shtick also grated on some people. "He was pretty full of himself at first. But unlike many legislators, he got better over time," says former legislative counsel Greg Chaimov, now a Westlund supporter.

That year, Westlund co-chaired Ways and Means. Even as his clout increased, however, he fell out of step with his caucus. In 2001, he angered fellow Republicans with what some considered a raid on the kicker (the tax refund required when state revenues exceed projections by 2 percent)—although he was enough of a party loyalist to serve as Mannix's campaign chairman in 2002. In 2003, Deschutes County Republicans appointed Westlund to serve out the term of retiring state Sen. Bev Clarno. (He kept the seat in the 2004 election, winning by a ratio of 5-to-1.)

Westlund confirmed what some considered his RINO (Republican in name only) status in 2003 by supporting Measure 30, the unsuccessful attempt to raise income taxes by $800 million statewide.

"He has been very aggressive at trying to attack the big problems in the Capitol," says Jason Williams, of Taxpayer Association of Oregon. "The problem is he comes up with Big Government solutions."

Although Westlund dismayed anti-taxers, he impressed others, such as former AFL-CIO leader Tim Nesbitt.

In 2004, Westlund was the only Republican legislative candidate who signed a pledge supporting workers' right to form unions. "He's shown himself to be supportive of unions on fundamental issues," Nesbitt says.

Westlund split most visibly with Republicans in 2005, when he co-sponsored a bill that proposed legalizing civil unions for gays. The move so enraged some constituents that they spoke of a recall.

Westlund's shift to the middle may appeal to moderates and liberals. His personal story has even broader appeal.

At a North Clackamas Chamber of Commerce gubernatorial candidates' forum two weeks ago, Westlund blended policy and biography in a command performance.

On this day, Westlund's blue Oxford cloth shirt is too big (bought before cancer stripped 20 pounds off him) and his checked tie's too tight, but he is the star attraction, even though it's a forum for Democratic candidates.

After the event, the operator of a holistic veterinary clinic grills Westlund about what he feeds his dogs.

"Before my cancer, I was blissfully unaware of that all stuff," Westlund says, "but now I know it's not how many bad things you put in your body but how much good—that's why I grabbed extra broccoli in the line today." (Westlund doesn't mention his passion for Tater Tots, or the McDonald's and Wendy's wrappers that carpet the back of his SUV, a '96 Tahoe with 230,000 miles on it.)

He relates to his questioner's holistic approach with a tale about hiring an acupuncturist to heal a prize bull's sore knees.

"Had him back on the job in 15 minutes," Westlund says with a grin.

With dark, raccoonlike eyes and a tendency to lean into conversations, Westlund radiates intense interest in whomever he addresses. His booming laugh and made-for-radio voice can fill any room. "My answers to people's questions are always too long," he admits.

He's a mixture of cowpoke and city slicker. Unlike other gubernatorial candidates—Kulongoski, Mannix, Jim Hill, Pete Sorenson, Ron Saxton—Westlund did not enter politics to escape lawyering.

And unlike other contenders, whose candidacies are the culmination of a series of methodical steps, Westlund's career path more closely resembles that of a pinball. "He comes across as a lot more normal than other candidates," says Chaimov.

Westlund graduated from an exclusive suburban Portland prep school (now known as Oregon Episcopal School) and Whitman College, in Walla Walla, Wash. He often quotes the philosophers Locke and Rousseau, and he sits on the board of the Oregon Cultural Trust.

But Westlund's no limousine liberal. He spent his first 16 years in Apple Valley, Calif., a town his father and uncle developed from 50,000 acres of Mojave Desert.

Expelled from parochial school in kindergarten for "requisitioning" the mother superior's rosary beads, he went on to a Southern California military academy and was pointed toward West Point when his school closed.

That closure led Westlund's parents to uproot their three sons (Westlund is the oldest) and replant them in Lake Oswego. "We went from living in the desert to having the lake as our back yard," he says.

After a year of graduate business school, Westlund tried working as a consultant in Portland but found city life wanting. He landed in Christmas Valley, Ore., where he and two high-school buddies ran Oregon Fossil, which mined diatomaceous earth, the primary ingredient in kitty litter.

In the late '70s, Westlund parlayed his Oregon Fossil stake into a 6,000-acre ranch in Mitchell, Ore. "It's not as impressive as it sounds," he says. "The land was virtually worthless, and I lived in a 1968 Marlette single-wide trailer."

While on a visit to Portland in 1982, the young rancher made a fateful mistake. A Portland cop named John Minnis nailed him for drunken driving and found a small amount of cocaine on him. The cocaine charge was dismissed after Westlund completed court-ordered conditions. (Minnis, whose wife, Karen, is now House Speaker, would go on to be a state senator and now heads the state's Department of Public Safety Standards and Training.)

That arrest, Westlund claims today, was a turning point. "Minnis saved my life," he says. Westlund checked himself into a rehab clinic and has been clean ever since.

The ranching experiment was not quite as successful. Westlund ran 400 head of cattle and found turning meat into money difficult.

"I was doing what'd you call 'hamburger farming,'" he says. "It's a thin-margin business."

Soon, he discovered selling bull semen was easier and more lucrative. Bovine genetics—which involves persuading tumescent bulls to direct their ardor toward artificial cow vaginas and then selling the results in semen-filled "straws"—would carry Westlund comfortably into the mid-'90s.

He offers two explanations of how to harvest bull semen. "What you do," he says, "is give the bull a copy of Playcow magazine and a cup, and send him off behind a tree."

The longer explanation, which involves a receptacle filled with water heated to exactly 104 degrees and placed carefully in just the right spot, may be best left to the imagination.

After about 15 years, Westlund sold his business. At age 45, he decided to do something that would allow him to "give back." He planned to go to nursing school. But friends convinced him to try politics instead.

Westlund won his first race by nearly a 2-1 ratio. "I will be a strong voice for Oregon taxpayers," Westlund wrote in his 1996 Voters' Pamphlet statement. "You know how to spend your money better than the government."

Today, however, Westlund would prefer that government keep some of "your money." He supports abolishing the corporate and individual income-tax kickers, which will cost the state an estimated $666 million next year.

For Westlund's current run to catch fire, he'll have to energize the metro area, where most of the state's voters reside.

These days, he's in Portland nearly as much as in Bend. On a mid-April day, he arrives at the WB (Channel 32) studio to tape former City Council candidate Nick Fish's public-affairs show, Outlook Portland.

While Westlund gets made up, the two world-class networkers discuss mutual acquaintances and where they've met before: at the dedication of the PSU Native American studies center.

"My only rule is, the guest can't look conspicuously better than the host," Fish says.

"You want me to leave now?" Westlund asks.

On camera, Fish questions whether a candidate can win without major-party backing.

"In four of the last seven gubernatorial cycles, there've been independents elected to governorships" somewhere in the U.S., Westlund responds.

Fish notes that Oregon voters have defeated a sales tax nine times.

"Oregonians also rejected statehood four times and [women's] suffrage half a dozen times," Westlund tells Fish. "If something's a good idea, you don't give up on it."

After the show, Fish bubbles with ideas for Westlund to expand his connections.

"You ought to think about Portland State's Urban Pioneer dinner," he tells Westlund. "There'll be 800 political junkies in one room."

"I think it's already on my calendar," Westlund says.

To hear the pundits tell it, Oregon's dysfunction is Westlund's opportunity.

"He has an appealing message, but what really may work in his favor is voters' general unhappiness," says Portland pollster Tim Hibbitts.

Hibbitts says the numbers consistently show voters don't like the direction the state is headed and are currently uninspired by the leadership choices the two major parties offer.

Westlund's best chance lies in the center. "When third-party candidates win, they do it by running right up the middle," Hibbits says.

That's what happened in all four states—Connecticut, Maine, Minnesota and Alaska—that have elected independent governors since 1990.

In addition to attracting disillusioned party loyalists such as Henry and Koss, Westlund will have to energize Oregon's growing group of independent voters.

Although both major parties are justifiably proud of their massive get-out-the vote campaigns for the 2004 election, the biggest percentage increase by far came in the "non-affiliated" or independent category. The problem for Westlund is that independents still make up only about 22 percent of the electorate, and they vote less often than Republicans or Democrats.

In terms of wooing party faithful, analysts think that Westlund appeals more to Democrats than Republicans. A late-March Zogby poll seemed to confirm that premise, showing him taking about twice the votes from Kulongoski he took from Republicans.

The Zogby numbers showed Westlund grabbing about 14 percent against Kulongoski and Mannix. "I'm very happy with those numbers," Westlund says. "Usually that's what a third-party candidate hopes for in November, and we're just starting."

Like every candidate, Westlund has his detractors. Critics say his move to the center smacks of opportunism.

He's been called an opportunist before. In the final hours of the 2001 Legislature, he secured $3.2 million in funding for the Oregon Cultural Trust, a new agency he helped found and was in line to lead.

Oregonian columnist Steve Duin and others hammered Westlund for the move. He defends his action, explaining he was term-limited out of the House at that time (term limits were later struck down) and had been urged to apply for the job—which was not one he needed. (His Bend home is valued at more than $1 million, and stocks and bonds generate a substantial chunk of his income.)

"Any implication that I was trying to create a job for myself is bullshit," Westlund says.

Others wonder whether his "independence" is really just inconsistency. He endorsed Measure 36, which outlawed gay marriage, but later co-sponsored Senate Bill 1000, which proposed to legalize civil unions.

"I think I know Ben well, and his position [on civil unions] was a real surprise to us," says Tim Nashif of the Oregon Family Council, which helped to defeat SB 1000.

Former House colleague Tim Knoop (R-Bend) says if Westlund has a weakness it's that he can't say no.

Westlund's also had to defuse rumors that he sexually harassed Rep. Deborah Boone (D-Cannon Beach) in 1997, when she was a legislative staffer. Boone told WW she considered the matter a non-issue and that she had no hard feelings toward Westlund.

The real question for Westlund is how many Ashley Henrys and Herb Kosses there are. Both say many of their friends are also considering supporting Westlund, and Koss has donated $2,500.

Yet for all the voters' disaffection, veteran Republican strategist Dan Lavey says party affiliation exerts an enormous pull.

"If you are registered one way or the other, you are a very dependable voter," Lavey says. "A candidate who doesn't start with a base in either party is going to have a real uphill battle."

But Chet Orloff, former head of the Oregon Historical Society and a longtime student of Oregon politics, says that's because, until now, voters haven't been offered a compelling alternative.

"I know nearly all of the candidates for governor and I respect them, but I'm not comfortable with any of those choices," says Orloff, who supported Kulongoski in 2002 but recently co-hosted a gathering for Westlund in the West Hills with a Republican pal, John Descamp. "I think this is a revolutionary time where the disgust with partisanship is getting us close to a tipping point."

If Westlund gets 18,364 signatures by Aug. 29, he's on the November ballot. This should be a slam-dunk.

In 2002, Democrat Ted Kulongoski's margin of victory over Republican Kevin Mannix was only 36,219 votes, far fewer than the 57,760 votes Libertarian candidate Tom Cox got. Some observers say many of the fiscally conservative Cox's votes might otherwise have gone to Mannix, who subsequently recruited Cox to the Republican party.

So far, there is no Libertarian candidate for governor this year, which helps the Republican candidate.

Even though Westlund is a "recovering Republican," most think he is likely to take more votes from a Democratic candidate, especially if the Republican nominee in November is moderate Ron Saxton.

Then again, if Mannix wins the Republican nomination, some moderate Republicans may defect to Westlund because of a belief that Mannix is unelectable.

Either way, Westlund becomes a spoiler—or, if everything goes his way, the next governor.

The last third-party gubernatorial candidate to get more than 10 percent of the vote in Oregon was the ultra-conservative Al Mobley in 1990. Mobley picked up 13 percent of the vote running to the right of moderate Republican Dave Frohnmayer, helping Democrat Barbara Roberts win.

A proposed November ballot measure that would allow all voters to participate in primary elections—thus ending partisan primaries—could help generate interest in Westlund's campaign.

Westlund's wife, the former Libby Bishop, is part of the clan that founded Pendleton Woolen Mills. They have two children: a son, 17-year-old B.J., and a daughter, 13-year-old Taylor.

Westlund and former AFL-CIO boss Tim Nesbitt worked together on the tax-reform package Westlund has adopted for his campaign.

Westlund's biggest campaign contributors so far are the Oregon Health Care Association, with $17,500, and Redmond dentist Mike Shirtcliff, with $16,000.