Her voice drops a bit, and the wife of Virginia's next governor gets a look that suggests she's latched onto a wonderful memory.

"Dad says I'm his second first lady," Anne Holton says.

On Jan. 14, Holton, 48, will join Timothy M. Kaine to cross the threshold of Virginia's executive mansion, which will be their home for the next four years. For her, it will be a new beginning, but also a homecoming.

In 1970, Holton -- then 12 years old -- moved into the 1813 mansion, which sits next to Virginia's Capitol. Her father, A. Linwood Holton Jr., was elected as the state's first Republican governor of the 20th century in 1969, and together with his wife, Jinks, raised Anne Holton and her three siblings.

Now, more than three decades later, the new first lady will raise her three children in the same house in which she used to scamper around with her friends.

"Upstairs was our territory. We understood that the downstairs belonged to the people, belonged to the commonwealth," Holton recalled in an interview at her current Richmond home last week. "The upstairs was ours. I have very positive memories."

The memories begin on inauguration day in 1970, when her middle-class Roanoke lifestyle changed in an instant. That night at the Jefferson Hotel, which has a grand staircase rumored to have inspired the one in "Gone With the Wind," Anne, her sister, Tayloe, and the other Holton children accompanied their parents to the inaugural ball.

"I remember the steps as we came down -- those big fancy red steps that Scarlett O'Hara fell down," Holton said. "Mom and Dad were in front of us, and Mom had this lovely pale green dress. Tayloe and I had matching dresses that were white, but mine was blue on the top and hers was pink."

As they descended, Holton recalls a "sea of cameras at the bottom, walking down into that sea of flashing cameras."

There will be another sea of cameras Jan. 14. And, likely, another staircase. Holton will descend again, but this time she will be in front with Kaine, and their daughter, Annella, will be behind with her brothers, Nat and Woody.

Holton said her kids are taking the attention "in stride."

"My kids, like we were, are old enough to appreciate it all with a sense of adventure without starting to think that they really are the center of the universe," she said.

Living in the executive mansion again, Holton and her family will be at the center of Richmond's political universe.

Located just feet from the Capitol and the other state buildings, the pale yellow Federal-style house is the oldest mansion still serving as the home to a state's chief executive. Since she last lived in it 31 years ago, it's been renovated and updated but still looks the same.

Walking through it for the first time in decades, Holton paused at the photos framed and mounted in some of the hallways. One showcased her brothers in a treehouse on the grounds. Another showed their childhood dog, Gina Lollobrigida, named for the famous actress.

Having promised their own kids a dog "after the election," the Kaines now have an "SPCA terrier" whom they have named Gina. She will be joining the family in the mansion, Holton said.

There will be new challenges, she said. When her father was governor, just one trooper watched over the family. Now, a team of troopers known as the executive protection unit provides security. But Holton said she and Kaine are determined to let their children have their independence.

Nat, who is 151/2, is expecting to get his driver's license, she said, and has his eye on his father's old pickup. The new governor won't be driving much himself anyway, Nat figures.

"Nat campaigned a little bit harder for his dad with the truck in mind," Holton said.

And then there's the ghost.

Known as "the Gray Lady," the friendly spirit is said to inhabit the executive mansion and appear only to those she likes. Mansion Director Amy Bridge says the ghost was said to have been especially active during Linwood Holton's term.

During Hurricane Agnes in June 1972, Bridge said, the city's lights went dark -- all but a single bulb in the staircase, where the ghost appeared.

Anne Holton isn't thinking about ghosts, though, or even about the 1970s. She's planning for the next four years.

She is a lawyer by training and a juvenile court judge in Richmond. But she is quitting her day job; her last day will be Dec. 14. For a few months, she said, she will get adjusted to life as first lady, and then she plans to focus on improving the lives of troubled youth.

Holton and Kaine plan to keep the house they own on Confederate Avenue in Richmond's North Side neighborhood. But for the time being, they'll live in the stately mansion where the bodies of Confederate Gen. Stonewall Jackson and tennis great Arthur Ashe, a Richmond native, once lay in honor.

The day after Kaine is inaugurated, Anne Holton will host a lunch at the Jefferson -- now restored, much like the mansion -- where she once followed her mother and father down the grand staircase.

"The most fun moment I've had so far," Holton said, was "hugging my dad election night when the race was called for Tim. I just got the best bearhug I've ever gotten in my life. My parents were both thinking of me going back to be in that house and in that role.

"It was very special to get to do it for my dad, as well as for my husband."

Timothy M. Kaine hugs his wife, Anne Holton, during a victory celebration on the night of his election.Virginia's first family in 1974: from left, Woody, Dwight, Tayloe, Anne, Jinks and A. Linwood Holton Jr., who was elected governor in 1969. Anne Holton visits the executive mansion with Amy Bridge, left, the mansion's director, and Cathy Ghidotti, personal secretary to Gov. Mark R. Warner.Holton, wife of Gov.-elect Timothy M. Kaine, pets Gina, whom the family recently adopted.