Marvin Mandel is discoursing on the uses of power from a cramped booth in a noisy Annapolis delicatessen -- a few hundred feet and four years from the elegant governor's office where, in better days, he presided over an awesome political kingdom.

"There's a tremendous amount of power in the governor's office, and the reason it's there is to be used," says Mandel, jerking a thumb toward the State House and the office whose powers he used in ways that both dazzled and frightened the people around him.

Now that the era is history, now that the two-term governor has served his time for the felony conviction that toppled him, Mandel and his former lieutenants speak frankly of how he came to rule Maryland like few who preceeded him and none who followed him, leaving a twin legacy of distinction and dishonor. It was not just a mastery of power, they said, but of people, lots of people, and their basic need to feel important -- a need understood intimately by the diminutive tailor's son in the governor's mansion.

"It was a pyramid scheme built on egos," said Baltimore attorney Michael Silver, who worked for Mandel for seven years. "There was always less there than met the eye. Nobody could have had as much power as he was perceived to have had."

But the illusion had a momentum all its own. The more powerful Mandel appeared, the more important he made people feel, the more loyalty he could inspire, the more real power he gained. Aides said he could read the egos of intellectuals and hacks alike, playing them like a hand of cards.

"He gave me the opportunity to satisfy my ego. I'm the first to admit that," said Frank Harris, a Mandel aide and former legislator. When Harris was defeated in the late 1960s, then-Speaker of the House Mandel made him a clerk and unofficial whip, later taking him along to the governor's office, where Harris became a tireless and hamfisted lobbyist for his boss' programs.

"Every day was great for my ego, just being there, being one of 'em. I thought I really had it," recalled Harris, now an Amtrak engineer on a New York-Washington run. "A lot of people thought they were close to him, but they weren't. I don't really know how close I was to him. But he done more for me than I ever done for him. Look, here I am a dumb country boy from Cecil County growed up on a farm. How in hell could I ever have done anything without somebody else? I don't know how a governor could survive without somebody like me, who would be totally loyal and do whatever you had to do, not ask questions, just trust. I put my trust in him."

Mandel wove ego-massaging into almost every level of his statecraft. He stroked friendly senators and delegates by giving them a cut of the coveted patronage jobs to pass out in their districts -- everything from judgeships to jobs at race tracks toting horse urine samples to labs where they were tested for drugs.

"Sometimes, you'd sit there and wonder why a state senator could prove his power by getting somebody back in his district a job to carry horse . . . . 60 feet, but it really worked. That's what it proved," recalled Silver, one of the dispensers of such patronage.

Mandel courted not only the old faithful, but also the newcomers like Thomas V. (Mike) Miller, who as a 27-year-old freshman delegate from Prince George's County was invited to fly with Mandel to San Francisco to inspect the Bay Area Rapid Transit System, spending evenings at the elegant Fairmont Hotel and dining at restaurants where, Miller said, "they gave me more forks than I knew what to do with." (Miller recalled that he later voted with enthusiasm for Mandel-backed legislation to finance the Baltimore subway.)

And he cultivated state functionaries like now-retired chief House Clerk James Mause, who was invited to spend nights as a guest at the governor's mansion, to park in the mansion lot, to travel on state junkets. During Mandel's long, secret affair with Jeanne Dorsey, who eventually became the governor's second wife, Mause was often entrusted with squiring around "the fancy lady from down South," as the faithful clerk called her. And when Mandel wanted certain bills killed, Mause recalled recently, "I could see that they didn't show up on the docket. If a sponsor showed up screaming, I'd say we'd had a printing error on the bill."

The attentiveness was often personal as well as business-related. When Mause suffered near-fatal injuries in an automobile crash, Mandel ordered the state police to helicopter him to a Baltimore shock-trauma unit where his life was saved, and where Mandel was one of his most frequent visitors.

The dizzying use of official perks to enhance political power -- considerably diminished since Gov. Harry Hughes took office in 1979, inaugurating a post-Mandel era -- was a Maryland tradition long before Mandel arrived in Annapolis as a delegate. But old-timers said he elevated it to an art. This was partly out of necessity, since Mandel never won a political office without first being put there by "the organization" -- the Democratic Central Committee, which sent him to the House of Delegates in 1952 to fill a vacancy from northwest Baltimore; the General Assembly, which elected him governor in 1969 to fill the unexpired term of Spiro T. Agnew, who had just become vice president.

'The Multilinguist'

Once placed in those offices, Mandel built support, which later brought him victories in popular elections. As the first House Speaker in more than a generation to reach the governor's office, he used his knowledge of the General Assembly to achieve stunning legislative successes, which his aides proudly publicized as "Marvin's batting average," keeping scorecards throughout the session.

"Marvin knew all the lobbyists, he knew who was sleeping with whom, who was on the take and who wasn't," said former executive assistant Ed Rovner. "He knew whose arm to twist, whose ego to massage. He was the multilinguist in the tower of Babel. Marvin was living proof that knowledge is power."

By 1970, Mandel had grown in stature from governor to powerful governor -- largely on the publicity of his "batting average," but more basically, through his unrelenting study of legislators and people.

If legislators worried that supporting his programs might hurt them back home, Mandel placed personal calls to pols in the district to smooth the waters. Other times, he paid visits to legislators' home towns, creating an atmosphere of an imperial governorship with his state trooper escorts and his big limousine, and letting the legislators bask in it with him.

But while all the power and knowledge appeared to emanate from one man, Mandel was far from a one-man show. Few of his bills passed without an unseen flow of perks and persuasion from the Mandel staff, an unlikely assembly of men who together spoke virtually every political language in Maryland.

For the Montgomery County intellectuals, there was Princeton-educated Blair Lee III, a former state senator who had voted against Mandel in 1969, but whom Mandel nonetheless recruited the very night after that vote to become his secretary of state and then lieutenant governor. (Mandel recently recalled that he picked Lee largely for his skills, but partly to co-opt a potential opponent.) For the "organization pols," there was South Baltimore political whiz-kid Maurice R. Wyatt; and for the rednecks, there was self-described "dumb country boy" Frank Harris.

"On any bill, I'd take care of the country people, Wyatt would take the city people. Each one of us had a piece of it, but Marvin was the only one who knew where all the pieces were," Harris said. If the constant ego-massaging and persuasion failed, there was always patronage, Wyatt's specialty -- the parceling out of 2,500 to 5,000 coveted state jobs each year.

"I used to get 300 to 400 calls a day -- legislators, business people, county commissioners, school board employes, liquor board members, city councilmen. We had four secretaries in our office. I got 600 letters a day," Wyatt recalled. "It was a shell game in lots of ways. It was called greasing the skids. Every battle was another war, dealing with personalities, trying to get votes. We were trying to elect a governor they said we'd never elect, passing legislation they said we could never pass, taking a conservative little guy and passing liberal programs. If you like the study of people, there's nothing like it.

"What I'd love to do after we worked a bill, after all the lobbying, the patronage, the arguing, was to go up in the gallery and stand off to the side where no legislators could see me and just watch the votes light up on the tote board," Wyatt said. "I'd watch those red and green lights go on, and it would happen just like we knew it was going to."

It became regular entertainment for the staff -- watching how easily legislators could be manipulated. But even as they watched, they eventually found themselves also under the Mandel spell. He read their egos, too, and, he recalled, nurtured a natural competition between them, knowing they would vie with each other to be closest to the throne.

Sometimes he sent three aides out on the same assignment, allowing each to think he alone was entrusted with the task. "When they found out about it, they'd come in screaming and hollering and I'd be laughing," Mandel said, chewing reflectively on his pipe.

"The staff couldn't wait to tell on each other, thinking it would make Marvin feel you were the one who knew the most about what was going on," Wyatt recalled. "He just brought that out in you, he made you want to be the closest. You weren't just working for him. You were his friend. The guy just commanded tremendous loyalty. You felt like that's what you were there for."

The staff marvelled at Mandel's talent for convincing people he had promised them something, when in fact he had promised nothing except "we'll try to work it out," a practiced Mandel response. But then the burden for the phantom promises fell on them.

"He'd promise the same patronage job to 12 different people," Silver recalled. "So 12 jobseekers saw him and left, all convinced that they got the job, when in fact all he'd told them was he'd try to work it out. Then he'd turn around and give it to the 13th person and the other 12 were convinced that Maurice Wyatt and I had screwed them because their dear friend Marvin wouldn't do anything to them. That's what we got paid for, taking the heat off him."

"His ability to hustle people was a function of their appetite for being hustled," one aide recalled. "There's a little larceny in everyone's heart and Marvin knew that. The more there was, the more he could draw you in. He had an ability to make you think he was saying something when you realized afterwards he really had said nothing. He'd use certain phrases like, 'My hand to God, I never did it,' when you knew he did. He had an ability to tell flat-out lies."

Cliques developed, with the hard-core pols like Wyatt, Harris and lobbyist Ronald Schreiber in one camp and more temperate staffers like press secretary Frank A. DeFilippo, Rovner and Lee in another. They would compare notes on who was invited to breakfast at the mansion, who was allowed to park in the governor's parking spaces, who was allowed to ride with the governor in his chauffered limousine. The first camp tended to work most on special legislative packages; the second on the budget, a subject on which Mandel was an acknowledged expert.

So vast was the gap between the two groups that a longtime bureaucrat in the state budget department, who spoke with awe of Mandel's budget staff, recalled looking on the heavy-handed Schreiber, Wyatt and Harris as people "who were in a different world. Frankly, they looked to me like greaseballs."

The trio, known in the legislature as the "roadrunners" or the "three blind mice," became brazen about Mandel's growing power. Harris occasionally hurled Marvin Mandel cufflinks to legislators who promised to "go green" (a "yes" vote) on a Mandel bill; he strolled the House floor, his pockets stuffed with race track passes signed by Mandel, and passed them out to the team players. "The operative phrase was 'Marvin wants,' " one legislator recalled. Harris also said that he and Wyatt, during one late-night session, hid the wheelchair of a crippled Baltimore state senator to keep him from leaving the floor before a key vote in which the senator's support was needed.

Mandel's power soon reached beyond Maryland. He was on a list of Democrats approached by George McGovern in 1972 about running as his vice president, Mandel claimed. He became chairman of the Democratic Governors' Caucus, chairman of the National Governor's Conference.

But after his landslide reelection in 1974, the magic that had held the network together began to dissipate. Mandel was by then married to Jeanne Dorsey, and began spending less and less time in his office, taking long lunches with her at the local French restaurant, spending evenings socializing instead of politicking. Lee took over more and more of the budget functions; the loyal staff began to "burn out," as several aides recalled. There was no longer any question of who was closest to the throne -- it was Jeanne Mandel. Most staff members began making plans to leave, some to go into private lobbying, to cash in on their Mandel connections, to build some power of their own.

Then came Sept. 25, 1975, the day Mandel announced that he was the target of a federal investigation. Suddenly, there was little choice for these men but to stay where they were, to remain loyal. All leaves were canceled; nobody deserted. None of them knew at the time that it was the beginning of the end. Several staff members said the charge that Mandel had used his office to enrich his friends sounded more like business as usual than a crime.

"I wasn't gonna jump ship," Harris recalled of his decision to stay on. "If the ship went down I was going down with it . . . I never once thought anybody did anything wrong. I came from the old school and the rules were changed and I don't know what the rules are now. Our type of government will never come back. People are too well informed now. They know that the hell's going on. Fifty years ago, nobody had a phone, you couldn't get a newspaper. Now they watch television every night. They sell candidates like soap. Party loyalty has changed. We used to say, 'Yea, yea, yea for the Democrats.' Now people I meet on the street tell me, 'I'm an independent.' And I say, 'Well, you can't get much done, can you?' "

The investigation ended two months later: On Nov. 24, Mandel and five associates were indicted on political corruption charges for a scheme in which legislation affecting a run-down race track was passed, vetoed, then passed over a veto, as the track's ownership secretly changed hands, and several Mandel intimates made a fortune. Even the governor's most ardent defenders had to concede that the sheer intricacy of the alleged plot, with pieces scattered in Annapolis, in Prince George's County, in Baltimore and beyond, sounded like vintage Mandel.

The Last Hurrah

Just when it all seemed to be crumbling -- in 1976, when Mandel was awaiting trial -- the governor and his men pooled their forces for what they recall as their greatest show of strength. Jimmy Carter, a Mandel foe from the National Governors' Conference, was then the leading candidate for the Democratic presidential nomination, and the Maryland primary was only days away. California Governor Jerry Brown appeared to be gathering strength in Maryland, thanks to the work of new-wave politicians independent of the Mandel loyalists. Here was a chance for Mandel to steal the thunder and stop the march of Jimmy Carter. As one aide recalled, "we wanted to tell Jimmy Carter, we'll show you, you s.o.b." Publicly, Mandel gave a less personal argument; he said he supported Brown because Carter had been an ineffective governor in Georgia and would probably be a bad president.

So Mandel and his staff called in every chit, played every ego, mined every loyalty cultivated during seven years in the State House. They called local politicians and pumped them up with the time-tested plea: "The governor wants your support because you're important," one aide recalled. About 50 leaders were invited, mainly from Mandel's native Baltimore, but also from outlying counties -- blacks and whites, people from warring factions who hadn't spoken to each other in years, Catholics and Jews. They all came together in a dining hall in the Baltimore Hilton on the morning before primary day. Mandel fed them sausage and eggs, and sat at the head table, puffing on his pipe.

"Then Marvin stood up and gave a real party call. He whipped 'em up. He said we had no money, we just needed 'em," Wyatt recalled. "These were people who normally got paid to get their workers out and we were telling them to get their people out there for nothing. Everyone stood up and cheered. We had arranged in advance that various people would stand up and make commitments and they did. Jack Pollack got up (a now-deceased legendary kingmaker). Elected officials got up. It was a roomful of egos. It wasn't tough to get people to stand up and talk."

But it didn't stop there, aides recalled. Politicians from Harford County stood up, then Anne Arundel County, then still others.

"It was better than going to Amsterdam and watching a live sex show," said Silver, who had joined the administration seven years earlier, hoping to learn about the use of power. "And Marvin was just sitting up there at the head table watching it happen. You got the feeling it was all Marvin -- Marvin coulda run Ronald McDonald in that campaign and gotten him elected."

Wyatt, who had learned from Mandel the art of manipulation through the exchange of favors, recalled: "I thought it was almost funny myself. There I was watching guys doing something purely because they were asked. No money, no rewards, no nothing. We had used the power of the office to do something nobody'd every gotten anybody to do."

Brown did win the Maryland primary the next day, and his organizers would acknowledge that Mandel's role in fusing the so-called "old guard" with the "vanguard" (called the "shiny-brights" by the Mandel crowd) behind one candidate was a show of political mastery. But they also privately discounted his "party call" as mere grandstanding. They said it did little to change the primary's outcome. "From the vantage point of the Brown campaign, it was a pain in the neck. Brown was very concerned about getting too identified with Mandel at the time, as a matter of fact," one of Brown's Maryland organizers recalled. The last hurrah, the organizer contended, was more illusion than substance.

Wyatt and other Mandel intimates still contend that the network remained intact until the day he left the governor's office. Then, with the departure of the one man who held all the pieces together, it began to crumble, they said.

"It didn't disintegrate in a day," Wyatt said. "At least it didn't stop the very day he walked out of the mansion" in 1977, turning his office over to Lt. Gov. Lee. "But it was over before some of us admitted it. When he left, a lot of people thought: The king is dead. Long live the king. But it wasn't like that. It was just the first part: The king is dead."

Since Mandel's departure, there have been countless declarations of the dawn of a new era in Maryland politics. Gov. Harry Hughes has decentralized the power of the governor's office, taking his 1978 election as a mandate against the Mandel style, disbanding the old patronage system, separating himself from the legislature, using the powers of his office modestly, often gingerly. Many of the old Mandel gang say they rarely go to Annapolis anymore, claiming it is no fun anymore, not the same place.

"It's a time that's passed and I know it," said Harris, the Mandel lobbyist-turned-Amtrak engineer. "I know that it's over for me. The train has left the station and she's not gonna back up and pick up anybody else. I think it's very sad because I think the country came 200 years with this kind of politics and it was very successful. I hope it's as successful the next 200."

Lee, a member of one of Maryland's oldest political families, takes a longer view. His political career dashed in 1978, when Hughes rode to victory on an anti-Mandel platform, the former lieutenant governor said he hardly thinks his native state has seen the last of power politics.

"It takes a charismatic leader to do what Marvin did. It takes the right time and the right set of circumstances," he said. "There will be others with Marvin's touch. They'll come into that office, they'll take that government, and they'll play it like a piano."