It was late afternoon, raindrops were plopping down outside and he had just gotten lost, but still state Del. William Ryland (Buster) O'Brien of Virginia Beach, the Republican candidate for attorney general of Virginia, had time for a little amiable chitchat.

"I'll tell you," the blond, barrel-chested O'Brien said with a grin to bystanders at a George Mason University law school function, "there are three things I hate in life: mowing the lawn, shopping at the Williamsburg Pottery Factory and driving in Northern Virginia." He was joking, of course.

He looked tired. Statewide campaigning getting him down? "All I know is," he sighed goodnaturedly, "every morning they give me clean underwear and a toothbrush and tell me, 'Go get 'em, tiger.' "

Known in the General Assembly as a likable, affable, nonthreatening member of the long-suffering GOP minority, O'Brien, 39, has trailed in this contest against a well-prepared, much-better-financed Democratic opponent, state Del. Mary Sue Terry of Southside Virginia, polls show.

"If he were running for Congress from North Carolina," said a Republican staff member on Capitol Hill, describing O'Brien's backslapping style, "he'd be a shoo-in."

Even Terry politely declined to criticize her opponent in an interview two weeks ago. "Buster's a joy," she said. "Truly."

Lately, however, the Democrat's encounters with O'Brien have seemed less joyful. A Virginia Beach criminal defense lawyer and one-time high school and college football star, O'Brien knows how to try to come from behind -- while denying he ever was lagging.

In a televised debate on Oct. 4, Terry seemed startled and angry when O'Brien, in his opening statement, sharply questioned her credentials as a former assistant prosecutor in rural Patrick County.

Since then, the two have grown testier. In a joint appearance last week before the Richmond Bar Association, O'Brien suggested Terry may have violated state law by prosecuting cases in the 1970s without being properly sworn in. Terry accused her opponent of a "shrill, unprincipled attack" and denied the charge.

When it was reported last week that a state police bribery investigation involves Terry's law partner, O'Brien took the high road. "I really hope that the matter is concluded very quickly for everybody's sake," he said in an interview last week. "I don't think it bodes well for anybody."

But the investigation, which state police and the Democratic administration in Richmond said "in no way" involves Terry, caused O'Brien no pain.

After enduring complaints from some Republicans about a low-key, even lazy campaign style early in the race, O'Brien appears to have picked up speed.

"You couldn't expect Buster to do a better, more enthusiastic job than he's done," said state Sen. Wiley F. Mitchell Jr., a senior Republican from Alexandria. "I'm very pleased with his genuine stature. He's acting and talking as an attorney general should act and talk."

Intraparty complaints about O'Brien's alleged low-voltage campaigning, added Mitchell, are "a bunch of hogwash."

O'Brien has the endorsement of former governor Mills E. Godwin Jr., a conservative elder of the state GOP, who said in an interview last week that he finds O'Brien "an attractive and capable young man, well qualified to be attorney general."

A senior Democratic strategist said the state's beer wholesalers had a breakfast meeting with O'Brien recently and found him "the kind of guy you'd like to have a beer with, but lacking in depth and substance . . . . An awful lot of people, and I'm talking about Republicans, have turned their backs on him.

"His strategy's been all wrong," the Democrat added. "It's been gobbledygook and innuendo."

"That sounds like something a Democrat would say," O'Brien replied. "I would venture to say that I will get a much larger percentage of Republican votes than my opponent will get Democratic votes."

While a Washington Post poll this month found Terry leading O'Brien by 16 percentage points, other published polls have rated the candidates as closer. At last report, Terry held a strong 2-to-1 lead in fund raising, with a $1 million-plus war chest compared to O'Brien's $528,000.

O'Brien professes confidence, however, that he will reach his campaign goal of $750,000. "No one has ever questioned my intensity in seeking goals and success," he said.

Not Frank Jones, anyway.

Jones was football coach and athletic director at the University of Richmond in 1966, the year O'Brien, a frustrated freshman, transferred from Notre Dame, where his chances of starting were nil, to the Virginia school, which was smaller and closer to home.

Jones and his coaching staff "weren't too impressed" with the former star quarterback of Princess Anne High School in Virginia Beach. "He didn't move well," said Jones.

The coach told O'Brien to spend his summer vacation throwing a football through a tire 200 times a day. "That usually would eliminate a faint heart," Jones said.

A week later, the coach got a telephone call from Virginia Beach. "He said, 'I can't even comb my hair, my arm's so sore.' " Jones told O'Brien to up his goal to 250 daily passes. By the next fall, says the former coach, the improvement "was just remarkable."

The payoff was a conference championship in O'Brien's senior year, a Tangerine Bowl victory and a post-season passing record.

"That's true," said O'Brien. "And I threw 300 a day . . . . I've never been a great athlete. It took me a lot more work to get the results that I got than it would have other people."

The son of a Norfolk fireman, O'Brien earned a law degree in 1974 from the Marshall-Wythe School of Law at the College of William and Mary.

Like Terry, he has a low-profile general law practice as a partner in a Virginia Beach firm, handling a variety of minor criminal cases. But unlike his opponent, who left her practice a year ago to campaign, O'Brien worked on into the summer, prompting complaints from Republicans about starting late.

"I live from paycheck to paycheck just like you do," he said in an interview last week. "And I've got a wife and three kids and a mortgage payment. I had to work. And it's tough right now not working, too."

As part of a conservative ticket campaigning on so-called family issues, O'Brien refers often to his brood at home, but he denies doing it as a subtle reminder that Terry, 38 -- who would be the first female attorney general in Virginia history if elected -- is unmarried.

"My family's with me and they play a big part in my life," he said. "When you see me, you usually see them in some form or fashion, too . . . . I've never talked about [Terry's] marital situation or her gender or anything else."

Predictably, he raised eyebrows at the American Civil Liberties Union in Richmond when he denounced, in answer to a question, the Supreme Court's 1973 decision legalizing abortion. If elected attorney general, he said, he would abide by the law of the land.

"I've got to enforce it. That's my job," he said. "I was asked, did I agree with the decision. And I said that I felt that the decision was not an interpretation of the law but was a social, philosophical decision. I can see no basis in our Constitution for a distinction in trimesters."

The founder of a fledgling cellular telephone firm in Tidewater, O'Brien was criticized two months ago by the Norfolk Virginian-Pilot for delaying by two years public disclosure of his financial interest while voting on cellular telephone measures in the General Assembly. He abstained on other such bills.

O'Brien said the company was purely speculative until it was granted a federal license to operate in the spring. "When I disclosed it I was trying to do the right thing," he said.

"The [state] law says you've got to disclose anything that you make certain money at or have equity in. Equity is an asset minus the liabilities. We had no assets, we had no liabilities and I still haven't made a nickel out of it, and I hope I do one day. So I just think I complied with the law as written."

He agrees it is "probably accurate" that his opponent comes across as more intense than he. Does she want the job more? "Not at all."

Does he lack political fire in the belly? "I think anybody who's been with me on the campaign trail would see that that's not true," he said. "I've done as much or more than anybody in this campaign has done . . . . I think it's got nothing to do with whether you smile or not."

"He's not a robot," said an admiring state Del. Vincent F. Callahan Jr., a senior House Republican from Fairfax County. Meaning O'Brien's opponent is a robot?

"I'm not saying she's a robot," replied Callahan. "But she seems over-serious. You need a sense of humor in this business."