The scenario long-dreaded by Republican strategists looks increasingly plausible following Tuesday’s primary election in Texas: Democrat James Talarico may face Republican Ken Paxton for the state’s U.S. Senate seat in November.

Paxton is heading for a runoff against Sen. John Cornyn where he is likely to be at least a slight favorite, though the final results from the first round of voting could shift expectations. Talarico defeated Rep. Jasmine Crockett in the Democratic primary, according to Associated Press projections.

Republicans fear the matchup could, at the very least, cost the party tens of millions of dollars to protect Paxton, the scandal-plagued Texas attorney general. A competitive race could give Democrats another pathway to the 51 seats they need to claim control of the Senate.

First, though, Paxton will have to defeat Cornyn in a May runoff. Speaking to reporters on Tuesday night, Cornyn warned that Paxton’s nomination would end three decades of GOP dominance in the state and take down-ballot Republicans with him in defeat.

“I’ve worked for decades to build the Republican Party, both here in Texas and nationally,” Cornyn said. “I refuse to allow a flawed, self-centered and shameless candidate like Ken Paxton to risk everything we’ve worked so hard to build over these many years.”

Indeed, the incumbent sounded downright biblical about his plans for the 10-week sprint to head off Paxton.

“Judgment Day is coming for Ken Paxton,” he insisted.

Paxton was bullish in the face of adversity, noting that he had won statewide runoffs twice in the past by margins greater than 30 points.

“The victory we’re going to secure in this election will be even sweeter than the last ones,” he told a crowd at his campaign’s watch party.

Right now, Democrats have outlined a narrow path to the majority in the Senate: flipping four GOP seats in Maine, North Carolina, Ohio and Alaska. Putting Texas on the map would give Democrats a significantly greater margin for error in their quest.

“Republicans’ disastrous primary has already burned through tens of millions of dollars, and will leave their nominee badly damaged and tied to a toxic agenda that has harmed working families and made life more expensive across the state,” said Monica Robinson, a spokesperson for the Democratic Senatorial Campaign Committee. “The GOP is now openly panicking about their prospects in Texas because voters are fed up, and in November, Texans will hold Republicans accountable.”

Making the Texas race competitive, however, would also require a massive infusion of money from Democrats. The state has 20 media markets stretching from Shreveport to El Paso, and a week of television advertising there can cost multiple millions of dollars. Talarico is a strong fundraiser, bringing in more than $20 million to his campaign already, and Democrats would count on him to significantly outraise Paxton.

That cost, however, may ultimately prove more daunting to Republicans. Multiple GOP operatives described the state as “too big to fail.” While Democrats do not need to win the state to win a Senate majority, it is difficult to imagine Republicans keeping the Senate if they lose.

The National Republican Senatorial Committee has been blunt about the challenge of supporting Paxton in a general election. In a memo to donors last month, they pointed to polling showing him trailing Talarico and barely leading Crockett in general election matchups, even as Cornyn led both Democratic candidates handily.

“At a time when the Republican Senate majority is narrow, Texas can not afford to be a gamble,” the committee wrote. “The data does not support experimentation.”

While Cornyn has suggested the attacks on Paxton could grow even harsher during a runoff (which already includes televised allegations that he’s sleeping with a married woman), many party operatives have little hope he can turn the race around, barring an endorsement from President Donald Trump. Conservatives have already begun questioning the level of spending backing Cornyn.

“It is criminal to spend 69 million in Texas to be losing every poll,” Turning Point COO Tyler Bowyer wrote on social media on Monday night. “Absolutely unforgivable waste of donor dollars when we have necessary fights to fund across the country.” (Turning Point, founded by the late conservative activist Charlie Kirk, has endorsed Paxton.)

Officials with Senate Leadership Fund, a super PAC controlled by allies of Senate Majority Leader John Thune that has spent heavily to support Cornyn, have suggested spending a fortune now is necessary to save hundreds of millions in donor money that might be needed to save Paxton.

Paxton’s weaknesses are well-documented: He went through a scandalous divorce from his wife, a state senator. He faced a securities fraud indictment, and several of his employees accused him of “bribery, abuse of office and other crimes.” The GOP-controlled Texas House of Representatives voted to impeach him by massive margins, only for the state Senate to narrowly acquit him. But he’s also won statewide three times already, which he’s used to fend off Cornyn’s attacks.

“It’s pathetic,” Paxton told a conservative talk radio host in Dallas on Monday when asked about Cornyn’s electability argument. “I’m three-for-three.”

Despite those weaknesses, Texas will remain a steep uphill climb for Talarico. Trump won the state by 13 percentage points, flipping many of the state’s Latino voters into his column.

Republicans are ready to comb through Talarico’s numerous podcast appearances and speeches in the state legislature for remarks they can use to paint him as an out-of-touch liberal, such as his remark that “God is nonbinary,” which he said while arguing in favor of transgender rights in the legislature.

Democrats, though, are hopeful that Trump’s decaying political standing, combined with Talarico’s mix of populism and faith-based outreach, can win over enough voters who backed Trump in 2024 to flip the state.

“James Talarico is the future of the Democratic Party,” Rep. Greg Casar (D-Texas), the chair of the Congressional Progressive Caucus, wrote on social media on Tuesday night. “He unites working people of all kinds to take on the billionaires who are making life unaffordable. He’s going to show Texas Republicans how powerful working people are when we stand together.”

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