Four years ago, Rhode Island Gov. Dan McKee was celebrating a narrow victory in the Democratic primary, surrounded by supporters, when someone handed him a phone — his opponent was calling to concede.

"That's not going to happen," he said, waving the phone away. "Hang up on them."

Now the woman he dismissed, Helena Foulkes, is challenging him to a rematch. McKee, 75, is desperate to avoid becoming not only the first U.S. governor to lose a primary since 2018, but also the first Rhode Island governor to lose a primary in more than 30 years. Incumbent governors rarely face such threats: sitting governors win renomination at extremely high rates, which is part of what makes McKee's precarious position unusual. A defeat would also be a striking turn for a governor who took office in 2021 when Gina Raimondo left to join the Biden administration, then won a full term on his own in that narrow 2022 primary victory over Foulkes and other rivals.

Foulkes, a former executive at CVS Health, has outraised the incumbent and saturated the airwaves with campaign advertising. And unlike four years ago, Democratic voters this election year have shown an increasing willingness to oust incumbents. McKee must also contend with simmering voter anger over a bridge repair project that has dragged on far longer than expected.

"What I've really learned in the last four years, in a deeper way, is how much people feel like state government just works with a powerful few," Foulkes, 62, said in an interview. "They also hear the leader of the state saying 'everything's great' and they're saying, 'I really worry about a good paying job.'"

The winner of the Sept. 9 primary in Democratic-leaning Rhode Island will be the heavy favorite to win November's general election.

The bridge that haunts the campaign

Alongside Foulkes, McKee's other nemesis in the race is a critical bridge in Providence, Rhode Island's capital and New England's third-largest city.

In 2023, McKee closed the westbound side of the Washington Bridge after state officials flagged a "critical failure" and announced that repairs would take several months. The partial closure quickly rippled across the region. The bridge carries Interstate 195 over the Seekonk River from Providence to East Providence, serving traffic to the south coast of Massachusetts and Cape Cod. Nearly 100,000 vehicles cross it every day, and all of them must now pass over the reconfigured eastbound side.

Repairs have since taken much longer than promised, while costs have risen above initial estimates — giving Foulkes ample material to question McKee's leadership.

McKee has pushed back, arguing that he kept people safe and that the bridge construction will be finished by 2028. He frequently points to Maryland, noting that the Washington Bridge will be complete ahead of the replacement of Baltimore's Francis Scott Key Bridge, which is scheduled to be finished in 2030 after it collapsed and killed six construction workers in 2024 when a massive container ship crashed into it.

But bridge sagas have a way of haunting governors, said Adam Myers, a political scientist at Providence College. Thorny issues such as crime, immigration and the cost of living are often hard to pin on a single actor because they involve complicated systems.

"In the case of a bridge, people know that state government is responsible for that," Myers said. "And so there appears to be a very clear place on which to put all the blame."

Attacks over CVS and opioids

While defending his handling of the bridge, McKee has gone on the offensive, painting Foulkes as an out-of-touch corporate executive trying to buy her way into the election.

Foulkes has deep political family ties. Her grandfather and uncle, Thomas and Chris Dodd, both served as Democratic senators from Connecticut. She spent 25 years at CVS, eventually becoming president of the company's pharmacy division from 2014 to 2018. She then served as chief executive officer of the Canadian retail giant Hudson's Bay Company before leaving that role in 2020.

McKee has accused Foulkes of helping fuel the opioid crisis during her tenure at CVS — an allegation Foulkes denies. The attack taps into a broader national reckoning over the opioid epidemic, in which drug distributors, manufacturers and pharmacy chains alike have faced waves of litigation from state and local governments.

"Who's the option here? It's a corporate person that the Democrats can't stand," McKee said in an interview. "She's shown evidence that she's put profits ahead of people over and over and over again."

When pressed on her CVS record, Foulkes counters that CVS reduced its opioid dispersal by 40% while she was president of the pharmacy division. In 2022, after Foulkes had left the company, CVS agreed to pay $5 billion to settle lawsuits nationwide over the toll of opioids, without admitting wrongdoing.

Foulkes has also warned that McKee's attacks have angered the thousands of employees at Woonsocket, Rhode Island-based CVS, saying his criticism of her is often perceived as criticism of the retail giant itself. CVS is one of the state's most prominent corporate citizens, headquartered in Woonsocket and long among Rhode Island's largest private employers, which gives the dispute economic as well as political stakes.

"The 50 largest companies' business leaders in this state wrote a letter to you, asking you to stop criticizing CVS," she said during an August debate. "You are going to drive them out of the state."

Insider vs. outsider

McKee touts his representation of working-class voters, pointing to the many labor endorsements he has collected along the campaign trail — though notably, the Rhode Island Democratic Party and the state AFL-CIO chose not to endorse in the race. The decisions by the state party and its leading labor federation to stay on the sidelines were themselves a signal of the incumbent's vulnerability within his own coalition.

Foulkes, meanwhile, points to her growing base of supporters, which includes Democrats from McKee's hometown of Cumberland, where he once served as mayor.

"It's a great moment to be an outsider," Foulkes said.

This story was originally featured on Fortune.com