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It was the end of the 2009 Legislature, and a $2.2 billion road budget hinged on approval of a $20 increase in the vehicle registration fee.

Utah County conservatives stood to rake in a huge chunk of the money to rebuild Interstate 15 through the county, but they refused to vote to raise the fee.

"I am not closing the vote until every Utah County person votes for this," House Speaker Dave Clark snarled through the phone to Rep. John Dougall, R-Highland. "There is no pass, no walk. We have built the entire budget around Utah County."

After an emotional backroom meeting, in which one representative sobbed so hard his nose bled, Provo Rep. Rebecca Lockhart led the group back to the floor, where nearly all of the members begrudgingly voted for the road budget.

It was a brazen show of the speaker's raw force — and just one example of the heavy hand that ultimately cost Clark his spot at the helm of the body Thursday night as House Republicans voted 30-28 to make Lockhart the body's first-ever female speaker.

It was a stunning upset. Legislators in the caucus gasped when the result was announced. Perhaps nobody was more surprised than Clark, who, sources familiar with the count said, believed he had commitments for 40 or more votes.

Over months of hard work, insiders say Lockhart was able to cobble together an unlikely coalition of disgruntled conservatives and neglected moderates frustrated with Clark's top-down leadership style.

"It just built through the years, and I've been at the leadership table for eight years, so I've seen this progression of concentration of power into that one office," Lockhart said in an interview Friday. "I can't just sit here and complain about it. I have to do something about it."

In the closed-door Senate Republican caucus Thursday night, many of the same concerns were aired to their would-be leaders: The senators wanted more say in budgeting and decision-making. Senate President Michael Waddoups managed to survive the discontent; Clark did not.

Rep. Eric Hutchings, R- Kearns, said he was one of those who was tired of the leadership games, in which some bills never saw the light of day or made it to the floor for a vote because of the speaker's whim.

"I worked way too hard to get elected … and to go into the Legislature and feel like I have to get permission to do my job is not the way that we want it to be," Hutchings said. "We want to feel like we have a role to play."

One example: a proposal by Rep. Curt Oda, R-Clearfield, to amend the Utah Constitution to prohibit affirmative action in Utah. House leaders never let it come to the floor, denying it a debate and sparing some holdout Republicans from having to take a public position on the controversial bill.

But there were repeated other instances when leaders seemed to be selling their view to the caucus instead of listening.

"You try to move the will of the body forward and take that position and work that way," said Rep. Chris Herrod, R-Provo. "It seemed to be the opposite, that leadership was coming to us with what our decision should be."

The insurgent tea party, which had a hand in the election of a number of freshman representatives, and the Patrick Henry Caucus both threw their weight behind Lockhart as well, and those 11 new members broke overwhelmingly for her.

"The big thing for us was 'Clark-care,' " said tea party organizer David Kirkham, referring to health reform sponsored by Clark that Kirkham said had "pretty egregious" mandates. "We gently persuaded and we hope we had an effect."

Rep. Paul Ray, R-Clearfield, said he was shocked when the votes were announced Thursday night.

"Talking to the other members last night after it happened … I think a lot of it had to do with the standing ovation for Kevin Garn on the last night of the session," he said.

Clark led a standing ovation for the former House majority leader on the last night of the session after Garn confessed to hot-tubbing in the nude with a teenage girl 25 years ago and paying her to keep quiet.

Clark left the Capitol discreetly Thursday night and did not return a phone message on Friday.

In the meantime, Lockhart spent Friday returning a flurry of congratulatory phone calls and tried to chart a course for the coming session.

"I'm still a little shell-shocked," she said.

There is a widely held belief that Lockhart will be more conservative than Clark.

Her top two lieutenants in her run for the speaker's seat were Rep. Carl Wimmer, R-Herriman, and Rep. Craig Frank, R-Cedar Hills, so they could get plum assignments, although Lockhart said she hasn't decided on any committee posts.

Budgetary issues will again be front and center, but issues of immigration and education funding will be key, as well.

Lockhart said she is still looking at a bill proposed by Rep. Stephen Sandstrom, R-Orem, which mirrors an Arizona law requiring local law enforcement to detain undocumented immigrants. The issue is before the courts in Arizona, and she said she wants to see what happens there.

"We do need to do something in that arena," she said. "Our constituents have made that very clear."

She said a proposal to create a Utah-specific guest-worker program is worth considering, since it would help with "knowing who's here and why they're here."

Lockhart said she is reviewing whether to eliminate a chief of staff post, now held by Chris Bleak.

But her top priority will be to decentralize the leadership duties and to listen more to the members of her Republican caucus. That will take work and might not always be tidy.

"It's not going to be easy. It's not always going to be pretty. I imagine we'll get a lot more TV cameras up there," said Hutchings, who adds that it will be a better, more inclusive system. "Let the process work and let it be public. That was the message we sent."