Clinton's Road to Second Place -- Former Iowa Gov. Tom Vilsack flatly told Hillary Iowa Democrats know she's qualified, they just didn't like her.

Sen. Hillary Clinton stands with daughter Chelsea Clinton and former President Bill Clinton during her election night event at Baruch College on June 3 in New York.

I normally post selected excerpts from long articles, but I think this was is worth your reading in total. It appeared in The Wall Street Journal on Wednesday morning, June 4, the day after Clinton had lost and Obama won the nomination.

Sen. Hillary Clinton, once positioned to be Democrats'"inevitable nominee," won't be. On Tuesday, Sen. Barack Obama won enough delegates to claim the party's presidential nomination.

Inside the Clinton campaign and out, the finger-pointing has begun. The bottom line is this: She called the biggest plays, and she got them wrong.

Conversations over months with dozens of Clinton staffers, advisers and supporters suggest that over her 17-month campaign, the second-term New York senator and former first lady was smart, substantive and tireless. The surprise was how good a campaigner she grew to be.

Still, these people say, Sen. Clinton is responsible for what one confidant called "grievous mistakes." Those help explain why Sen. Clinton -- the best brand name in Democratic politics, and an early favorite to be the first female nominee in U.S. history -- lost to a relative newcomer who would be the first African-American major-party nominee.

A campaign spokesman said the Clintons were unavailable for interviews.

The mistakes boil down to mismanagement, message, mobilization failures and the marital factor.

Mismanagement

Insiders say control over the campaign resided with a small clique of loyalists close to Sen. Clinton but at odds with each other. Ultimately, however, she relied on an inner circle of two -- her husband, former President Bill Clinton, and their longtime pollster, Mark Penn -- whose instincts often clashed with those of the campaign veterans around them.

As Sen. Clinton's presidential campaign took shape amid her easy Senate re-election race in 2006, she wanted Mr. Penn to serve as both chief strategist and sole pollster. Virtually no one else in the campaign did. Since his work on Mr. Clinton's 1996 re-election, current and former associates have criticized Mr. Penn as too data-driven, more comfortable with centrist general-election campaigns than Democratic primaries, socially awkward and not a strategic thinker.

For campaign manager, Sen. Clinton chose the more popular Patti Solis Doyle. No one doubted that Ms. Solis Doyle, hired 17 years ago as the future first lady's scheduler, spoke for the senator. Yet even friends say she had little to prepare her to lead what would become a $200 million presidential campaign with nearly 1,000 employees.

The clear front-runner for all of 2007, Sen. Clinton was shaken by her third-place finish in the first contest, Iowa's Jan. 3 caucuses. Big donors demanded a management shake-up. The morning of the New Hampshire primary Jan. 8, she told Ms. Solis Doyle she wanted another manager.

Other staffers protested. The senator hesitated. Her headquarters was rattled for a crucial month up to the 20-plus Super Tuesday contests in early February. When she ousted Ms. Solis Doyle in mid-February, it was done so coldly and publicly that hardened colleagues say they were stunned. Ms. Solis Doyle -- who still has a Hillary Clinton sign in the yard of her Washington home -- and Sen. Clinton haven't spoken since, an associate said.

"I take my fair share of the responsibility for the mistakes that were made," Ms. Solis Doyle says now. But she said she got the campaign up to speed quickly, kept the trains running and the egos in check, and for a year fostered a fun yet disciplined atmosphere.

Colleagues told Sen. Clinton that Mr. Penn should have been fired instead. Insiders resented that the pollster-strategist remained CEO of public-relations giant Burson-Marsteller Worldwide, given the potential conflicts. Their fears were realized in April, when The Wall Street Journal reported he was helping a client, Colombia, win Congress's approval of a trade pact that Sen. Clinton opposed. Mr. Penn was replaced as head strategist by Geoff Garin, though he remains in frequent touch with both Clintons.

Critics' bigger complaint was that from the campaign's start Mr. Penn had been its only pollster. Other campaigns typically use many pollsters to provide alternative views; Sen. Obama has had up to four. Ms. Solis Doyle says that throughout 2006 and 2007, she urged Sen. Clinton to add more. Sen. Clinton told advisers Mr. Penn is "brilliant," and multiple pollsters would slow consensus on strategy.

But top aides chafed that Mr. Penn used his control of "the numbers" to win most disagreements. "He could go straight to the [former] president of the United States, who in turn got to Hillary," says a senior strategist. "After a while, people just shrugged their shoulders and said, 'Hey, look, this is how she wants her campaign run.'"

Mr. Penn defends his polling analyses, and counters that others were responsible for budgets and field operations. "The misleading thing here is, the title of chief strategist connotes that I was in charge of things," he said. "It was a much more complex structure than any title connotes." As for the core staff's divisions, he evoked Abraham Lincoln's contentious but largely successful cabinet. "I think she had in mind a 'team of rivals' idea, and it almost worked."

'Flawed' Message

Sen. Clinton's management choices, it is widely agreed, gave rise to fatal strategic blunders. The main one, in the eyes of many associates, was her message: She emphasized her Washington experience when voters wanted change.

Before her January 2007 debut as a candidate, the senator's team wrangled over how to portray her. Ms. Solis Doyle, communications director Howard Wolfson, media strategist Mandy Grunwald, policy chief Neera Tanden and senior strategist Harold Ickes wanted to promote her as a candidate of change -- the first woman president -- her Washington years notwithstanding. They also wanted to counter the candidate's high negative ratings among the general population by revealing the witty, engaging woman they knew.

Mr. Penn, by contrast, believed that voters would need to perceive Sen. Clinton as tough and seasoned enough to be the first female commander in chief. Emphasizing her gender too much, he argued, would undercut that. He also said Sen. Clinton would look weak if she apologized for her 2002 war vote, though it was especially unpopular in Iowa.

When one insider pleaded during meetings in 2007 to humanize the candidate, witnesses say Mr. Penn responded: "Being human is overrated." His polls, he said, showed "soft stuff" -- talking about Sen. Clinton's mother, for example -- had no effect. Her early attacks on Sen. Obama, on the other hand, had moved numbers in her favor. "People don't care if you have a beer with the guys after work, or whether you're warm and fuzzy about your mother," Mr. Penn argued -- they care about issues like health care.

Sen. Clinton, issue-oriented and intensely private, backed Mr. Penn.

Some supporters in Congress and big donors still begged Ms. Solis Doyle to show the senator's softer side -- get her onto more women's TV programs and late-night shows. But when Ms. Grunwald, the media adviser, last year suggested having Chelsea Clinton in an ad, the senator glared at her. When advisers arranged to have her open "Saturday Night Live" last fall, she vetoed them: "That's too risky for me," they recall her saying.

She relented only on the eve of the Iowa caucuses, as polls showed her trailing badly. State supporters, including former Gov. Tom Vilsack, flatly told her Iowa Democrats know she's qualified, they just didn't like her. In December, she suddenly appeared on stage in Iowa with her daughter and mother. She held "The Hillary I Know" events featuring old friends. But for Iowa, it was too late.

Campaigning next in New Hampshire, she visited voters' homes more and took dozens of questions. The most memorable moment was unplanned, advisers insist. On the eve of the state's Jan. 8 primary, as her brain trust huddled in a hotel basement anticipating defeat, advisers got emails from reporters that Sen. Clinton had just cried at a women's round table. They cursed, fearing a campaign-ending backlash.

Instead, she won New Hampshire, and exalted at her comeback-victory rally that she found her "voice." Later, she agreed to appear on "Saturday Night Live." But supporters say she deployed her softer side inconsistently.

Emphasizing experience over likability and change may have been her "fatal flaw," Ms. Solis Doyle has told others.

Mr. Penn succeeded on one level, as Sen. Clinton scored high in polls for leadership and drew a majority of votes from men. But her marks in polls for delivering change, and for likability, fell over time.

The campaign's most inarguable mistake was its failure to organize voters in states with caucuses rather than primaries. That left Sen. Obama to build what proved an insurmountable lead in convention delegates.

Failure to Mobilize

Many supporters blamed Ms. Solis Doyle and her deputies. But the failures started at the top with the Clintons' bias against caucuses and an ignorance of key party rules. Early on, the campaign figured she would lock up the nomination with Feb. 5's Super Tuesday primaries. Caucus states wouldn't matter.

The Clintons were unfamiliar with caucuses: Mr. Clinton had left Iowa to native son Sen. Tom Harkin in the 1992 Democratic race and was unopposed there for his 1996 re-election. They considered them less democratic than primaries, where turnout is greater and voters quickly cast secret ballots. Caucuses, by contrast, are long meetings -- discouraging those with work, child-care or health conflicts -- where votes are made in the open. Plus, in Iowa especially, Democratic caucuses were dominated by grass-roots activists, many of them antiwar liberals who resented Sen. Clinton's Iraq vote.

Advisers point to a missed opportunity. Veteran Iowa organizer Steve Hildebrand had sought a job with Sen. Clinton in mid-2006. In a 45-minute interview, the senator talked about congressional elections but never mentioned the coming presidential race, Mr. Hildebrand says. Months later, he signed on as Sen. Obama's deputy campaign manager and oversaw his Iowa push.

By last summer, when the Clinton campaign began organizing in Iowa, the volunteer-strong Obama network had already mobilized supporters statewide. Advisers say the Iowa loss hardened both Clintons against caucuses. With money getting tight and polls in caucus states discouraging, Sen. Clinton scaled back spending and appearances in places such as Idaho and Nebraska, effectively forfeiting them.

Mr. Ickes, a rules expert, had long argued against the strategy. Last June at a meeting at the Penn home, Mr. Penn suggested Sen. Clinton would get all 370 state delegates when she won California's primary, attendees say. Mr. Ickes, they say, mocked him: "The vaunted chief strategist" doesn't know that party rules aren't winner-take-all?

Mr. Penn calls the account "totally false."

Then and later, others say, Mr. Ickes would lecture that the rules give each candidate delegates in proportion to their share of the vote. He argued that Sen. Clinton should compete even in caucuses she'd lose to limit Sen. Obama's delegate gains. "Even if you lose, you win," these people recall Mr. Ickes saying. But he failed to press the matter, they say.

Clinton 'Craziness'

Finally, the campaign failed to acknowledge the "Clinton fatigue" felt by many Democrats. Mr. Clinton's controversies on the stump only fanned it.

Early on, even some of Sen. Clinton's biggest admirers feared that another Clinton presidency would be undercut by distracting dramas of her marriage and her husband's activities. Several confidants separately referred to the "meshugas" -- Yiddish for craziness. But early polls and interviews showed most Democratic voters saw Mr. Clinton as his wife's best asset.

Through 2007, she mostly campaigned alone to build credibility. He kept largely to his foundation's global philanthropic work. Insiders say Mr. Clinton seized a more central role after Democrats' Oct. 30 debate in Philadelphia.

Sen. Clinton, usually the debate standout, bobbled a question on drivers licenses for illegal immigrants and endured days of criticism. When Democrats debated two weeks later, Sen. Obama fumbled the same issue. Little was made of it.

"That's when Bill Clinton just lost it," says an adviser. Associates say he called to vent: "They torture her on this drivers license issue for weeks, and then the media gives this guy a free ride?" After Thanksgiving, the Clintons brought aides to their Washington home, and he told them: "If the media is not going to take this guy on, then we have to."

Mr. Penn backed him, arguing that the campaign should have taken on Mr. Obama early in 2007. Mr. Penn lost then largely because Sen. Clinton's Iowa team protested that negativism would backfire there.

When Sen. Clinton lost Iowa anyway, Mr. Clinton came to headquarters bearing bagels and a plan to effectively take over, with his wife's blessing. Yet he ended up mostly on the road, and took credit for her comeback in New Hampshire. Energized, he decamped to South Carolina to court the black vote. When advisers objected that Sen. Clinton should leave its Jan. 26 primary to the now-surging Sen. Obama, he cried, according to one, "That's nuts!"

Once known for his sunny optimism, Mr. Clinton became a finger-wagging scourge against media bias and Sen. Obama. The man once dubbed "the first black president" railed against accusations that he was using race against the candidate trying to be the real thing.

His wife lost South Carolina 2-to-1. Dismissing Sen. Obama's win, Mr. Clinton compared it with the 1980s campaigns of Rev. Jesse Jackson, a comment many viewed as a way of calling attention to Sen. Obama's skin color. Instead of winning the black vote, Sen. Clinton permanently lost it.

Party leaders and donors urged the campaign to control Mr. Clinton for the sake of party unity. Critical among these people are the superdelegates, whose growing endorsements for Sen. Obama put him over the top Tuesday.

"The issue became, 'If she can't control her husband in the campaign, who the h- is really going to run this White House?'" one adviser says.

Among the party leaders Mr. Clinton alienated over time by his angry tirades was South Carolina's Rep. Jim Clyburn, the third-ranking House leader and a civil-rights-movement veteran.

Before South Carolina's primary, Mr. Clyburn admonished Sen. Clinton for suggesting President Johnson deserved more credit than Martin Luther King Jr. for civil-rights laws. On primary night, Mr. Clinton called Mr. Clyburn and they spoke for 50 minutes. "Let's just say it wasn't pleasant," Mr. Clyburn says.

Mr. Clinton called Mr. Clyburn an expletive, say Democrats familiar with the exchange. Mr. Clyburn's office would confirm only that the former president used "offensive" words. Some day soon, the congressman says, he'll write about the incident. On Tuesday, he endorsed Mr. Obama for president.