STEVENSVILLE - State Sen. Walter M. Baker, a General Assembly titan for more than a quarter-century, is in the toughest fight of his political career.

At 75, the irascible Cecil County Democrat and chairman of the Senate Judicial Proceedings Committee is battling a wealthy newcomer who has spent more than $400,000 - much of it his own money - and is expected to ride the coattails of Republican gubernatorial candidate Robert L. Ehrlich Jr., who is considered likely to carry the Eastern Shore.

E.J. Pipkin, 46, made his fortune in the New York bond markets before settling five years ago in a $1.9 million Kent Island estate. He has drawn on a wave of anti-incumbent sentiment, as well as the support of Queen Anne's County environmental and slow-growth allies who oppose Baker.

Pipkin also stands to benefit from a new political map that took 7,000 voters from Baker's home county and put them in another district.

With campaign spending reaching unprecedented levels in many races on the Shore this year, Baker had raised $165,000 by Oct. 20, when the last reports were filed. That is more than double the amount he raised for previous campaigns in his 24 years in the Senate.

Even with help from Senate President Thomas V. Mike Miller's Maryland Democratic Senatorial Committee, which has bankrolled a series of direct-mail attacks on Pipkin, Baker figures he's being outspent by at least 3-to-1.

Dueling print ads

The sheer volume of spending is troubling to some on both sides.

"With all the money that's being thrown around, politics doesn't really make sense this year. But I think people are ready for a change," says Stan Ruddie, a Kent Island businessman who is a leader in the burgeoning slow-growth movement.

The campaign has featured an increasingly bitter duel of newspaper ads. In local papers Friday, Pipkin accused Baker of lying about his record, while a quarter-page Baker ad accused Pipkin of trying to buy the election.

Voters have been barraged by direct-mail brochures from both candidates. And television, too expensive for most candidates on the Shore in previous elections, has been used extensively.

Baker, a former state's attorney in his native Cecil County who vows he "can out-Republican any Republican in Annapolis," has aired commercials on local cable television systems in the Upper Shore district, which also includes parts of Kent, Caroline and Queen Anne's counties. But he acknowledges being frustrated by Pipkin's ability to buy more expensive air time on Baltimore broadcast stations that cover the entire district.

"I turn on the television with my morning coffee, and there's that guy again," Baker says. "This has been the dirtiest campaign all around, and not just my district."

Pipkin, who grew up in Dundalk, does not apologize for his spending or for his full-time, 15-month campaign. He says he has out-hustled Baker by knocking on 10,000 doors and waving at passing motorists from the back of his pickup truck - tactics Baker dismisses as "self-aggrandizement."

Baker supporters in both parties, who are troubled by the $266,000 that Pipkin has spent of his own money, say they fear the loss of Baker's influence as a committee chairman in the legislature's tightly held power structure. Baker, a seventh-generation Eastern Shore resident, has been endorsed by the National Rifle Association, police fraternal groups and the Maryland Farm Bureau.

"I've worked with Senator Baker a long time, and I've always felt he had a good feel for the small towns, the small courthouses," says F. Dale Minner, the Caroline County court clerk and a prominent member of Republicans for Baker. "I have good personal and professional reasons for supporting him. I truly believe that whenever the Shore loses that chairmanship, we may never regain it."

But Baker - known for the legislation he kills as a committee chairman, literally by stashing the bills in his desk drawer - has drawn enmity from gun-control advocates and environmentalists such as the Maryland League of Conservation Voters, which gives him a 26 percent career rating on environmental issues.

"With that low a lifetime score, we'd never endorse Senator Baker," says Sue Brown, the nonpartisan league's executive director. "We strongly support Pipkin. He was a one-man army working against open-bay dumping."

Grass-roots effort

Pipkin says his introduction to politics began soon after he moved to Kent Island and wound up a leader in the grass-roots effort to block state plans to dump dredge spoil from shipping channels at a site near the Bay Bridge.

"We took on some pretty insurmountable odds and won. That's when I got a feel for Annapolis," says Pipkin, who earned his graduate degree from the University of Virginia's Darden School of Business. "No one can buy this election. I've been working 18 hours a day for the last 15 months."

Conway Gregory, a Republican who is a political science professor at Chesapeake College and a Caroline County Orphans' Court judge, sees Pipkin's race as more evidence of the GOP's emergence as the dominant party on the Eastern Shore.

"There is an anti-incumbency mood afoot on the Shore," Gregory says. "The disturbing thing about this race is the money. It sets a precedent that to run for the legislature, you need to spend what it used to cost for a congressional campaign."