HEFFIES RESTAURANT, in North Kingstown, sits on a glacial ridge overlooking Narragansett Bay, near the approach to the Jamestown Bridge.

One Monday morning in early 1992, with Rhode Island locked in a winter cold spell, four men drove there for a pivotal rendezvous in the investigation of former Gov. Edward D. DiPrete.

Rodney M. Brusini had come to Heffies, a home-style restaurant known for its coffee cabinets, to betray his old friend and colleague Ed DiPrete.

It was a long way from Rod and Ed's days on the Cranston school board, where they'd met, or their early years at the State House, where they'd been as close as brothers. Rodney Brusini had lived in a different world then, one of power and promise.

Since DiPrete's political demise, in 1990, Brusini's personal fortunes had been in decline. In the time leading up to this January morning in 1992, Brusini had plunged into debt, separated from his wife, been rushed to the hospital for a drug overdose, and come under criminal investigation.

His troubles had brought him to this meeting in North Kingstown with the Rhode Island attorney general. The state's top law-enforcement officer was eager to know what the ex-governor's long-time chief fundraiser knew about alleged kickbacks for state contracts.

But Brusini would not surrender easily the secrets he purported to know. As the manager of the DiPrete insurance agency, he had earned a reputation as a shrewd businessman. He knew how to write an insurance policy.

CONTROL -- that's what Edward DiPrete was all about, said Rodney Brusini.

It was 9 a.m., Jan. 20, 1992; the early-breakfast crowd at Heffies was clearing out. Brusini, a slight man in his 50s, sat at a table with his lawyer, Richard A. Gonnella, Atty. Gen. James E. O'Neil, and prosecutor J. Richard Ratcliffe.

Ratcliffe later wrote a memo describing the meeting.

The prosecutors wanted to know about Edward DiPrete. Rodney Brusini told them that DiPrete always wanted to control everything. To illustrate his point, he told a story from early in the former governor's first term:

In 1985, DiPrete appointed Brusini to run the state Racing and Athletics Commission. One day, Brusini hired two men to collect urine specimens from the dogs at Lincoln Greyhound Park, for drug testing. When the governor found out, he had the men fired. Then DiPrete rehired them himself.

Now, in 1992, the attorney general was investigating the state's rental of office space in buildings owned in part by Brusini and Joseph Mollicone Jr., the fugitive financier. Sitting in Heffies, O'Neil suggested that Brusini had obtained a profitable state lease as a reward for his years of campaign fundraising for DiPrete.

Ed DiPrete didn't operate that way, Brusini responded. DiPrete's attitude, said the former aide, was "What did you do for me today?''

Brusini was reluctant to discuss the lease. There was nothing improper about it, he insisted.

The conversation reflected another struggle for control, one between Brusini and O'Neil. Each man wanted something from the other, but each was reluctant to be the first to lay his cards on the table.

Gonnella, Brusini's lawyer, proposed a deal:

Brusini would cooperate with the attorney general if he was given a letter of non-prosecution. But, said Gonnella, Brusini would be of most help as a confidential source; he should not be designated a cooperating government witness -- someone who would publicly testify against DiPrete.

The attorney general said he couldn't guarantee that Brusini would never be a witness. DiPrete's lawyers could call him, O'Neil pointed out -- or the state could immunize Brusini and force him to testify.

Gonnella acknowledged that he couldn't prevent that. But as a seasoned criminal-defense lawyer, he knew that prosecutors were leery of immunizing a witness before learning what that person knew.

Gonnella repeated that Brusini would be of most use as a confidential source. According to prosecutor Ratcliffe's memo, Gonnella said that "Brusini was concerned about being labeled as a cooperating government witness.''

The discussion moved to a "proffer'' -- a written statement of what a potential witness will testify to. The prosecutors were interested in what Brusini had to say, said the attorney general, but they couldn't make any promises until hearing him out. A proffer is supposed to be given, he noted, in "good faith.''

But, said Gonnella, he was concerned that whatever Brusini said could be used against him.

The attorney general promised that it would not, according to notes of the meeting.

The delicate dance between prosecution and defense had begun.

ONCE, ED DiPRETE and Rod Brusini were like brothers. "Siamese twins,'' a long-time acquaintance called them.

The only person DiPrete was closer to, friends said, was his wife.

Back in the 1970s, Rod Brusini, his wife, Janice, and their two sons were familiar faces at the DiPretes' spacious house, in western Cranston -- playing tennis on the back-yard court, swimming in the pool.

Ed DiPrete enjoyed music, and the two couples often went out for dinner and dancing, at places like the Duncan Fyffe or the Red Rooster.

With Brusini, the buttoned-down DiPrete revealed a mischievous side. After a night meeting, while he and Rod were out for a beer, DiPrete would slip off to a pay phone and call Janice Brusini, then act surprised when she said Rod wasn't home yet. Once, DiPrete planted women's underwear in the front seat of Brusini's car, where his wife would find it.

Still, the image DiPrete and Brusini projected was a conservative one: two upright young family men who saw the world through matching black-rimmed glasses.

Edward Daniel DiPrete was the quiet guy down the block who sold you your first house and handled your life insurance. He had grown up on working-class Cranston Street, near the Cranston Print Works, the youngest of five brothers.

A classmate at La Salle Academy, the Catholic school in Providence, remembered DiPrete as frugal, correct, the teacher's pet. Once, DiPrete refused to sell a classmate some of his discounted bus tickets; it was against the rules. DiPrete later said that at the College of the Holy Cross, in Worcester, in the early '50s -- where he majored in business administration, minored in philosophy, and played the clarinet -- the strict Jesuits molded his sense of right and wrong.

DiPrete considered becoming a priest, served in the Navy, then settled back in Cranston to run his father's business and raise a family.

Rodney Marcel Brusini grew up in Providence, ambitious, a go-getter. At Classical High School, he was bright, pleasant, popular, a classmate later remembered. His classmates voted him class president, as well as "Most Popular" and "Most Athletic." He was the football team's halfback -- small and elusive as he darted through the holes opened by his blockers. He attended the University of Rhode Island, where he earned a master's degree in business administration.

Brusini always had several irons in the fire. He was a processing engineer at a copper-tubing plant, taught business classes at Johnson & Wales College, managed the parts division of a manufacturing company, helped his brother in a venture selling machine tools. He married, had two children, and moved to Cranston, into an apartment above his in-laws in Knightsville -- near where Edward DiPrete had grown up.

In 1970, Brusini and DiPrete were both elected to the Cranston School Committee. DiPrete decided to run for the seat after coming home one night to find his boys reading the sports page for homework. On the school board, DiPrete and Brusini preached the basics. Modern math was suspect; sex education was better addressed in the home.

In 1972 the two friends challenged each other for school-board chairman. Brusini appeared to have lined up enough votes to win, but at the last minute the board reached a compromise: Brusini and DiPrete would each serve half of the departed chairman's unexpired term.

Briefly rivals, the two remained friends. The next year, when Brusini's employer moved to South Carolina, DiPrete offered Brusini a job selling insurance for the F. A. DiPrete agency.

In 1974, DiPrete and Brusini both moved up to the Cranston City Council.

By the late 1970s, however, their political paths had diverged.

DiPrete's ascension to mayor came quite unexpectedly. Just a few months before the 1978 election, incumbent James Taft had to abandon the race to run his law firm, after the sudden death of his partner. Before Taft, DiPrete's cousin James DiPrete had been mayor. To maintain their hold on City Hall, Republican leaders drafted Edward DiPrete.

Brusini, who had left the City Council a few years before, faded into the woodwork of the F. A. DiPrete agency, running the business while his buddy ran the city.

Yet behind the scenes, Brusini remained a force in Cranston politics. He was DiPrete's chief fundraiser.

BRUSINI'S 1992 meeting with the attorney general at Heffies broke up after O'Neil said he wanted to discuss the investigation of architects and engineers hired for state work by the DiPrete administration.

Brusini's lawyer, Richard Gonnella, said he wanted first to talk with his client privately. The two men huddled and then the meeting reconvened at O'Neil's house, nearby in Narragansett. The four -- Brusini, Gonnella, O'Neil, and prosecutor Ratcliffe -- sat in O'Neil's living room, overlooking the Bay.

Brusini denied involvement in the selection of architects and engineers. He did say, according to court records, that Governor DiPrete would ask him to "rate'' certain firms competing for state contracts, in terms of how much money they had contributed to the DiPrete campaign. Often, said Brusini, the firm contributing the most would get the contract.

The meeting ended with O'Neil and Ratcliffe promising to analyze what Brusini had told them.

Before Brusini left, O'Neil asked him if DiPrete was in the habit of intercepting Brusini's faxes at the F. A. DiPrete agency, where Brusini still worked. O'Neil explained that the ex-governor had recently given O'Neil a fax sent to Brusini regarding an architect named Robert Haig, who had received a big state contract from the DiPrete administration.

Brusini appeared surprised and angry that DiPrete had given O'Neil the fax. Brusini's lawyer would later testify that, along with the state's threat of criminal charges against Brusini, it was the fax that helped persuade him to cooperate with the authorities. After Brusini saw the fax, Gonnella recalled, he "was more inclined to cooperate.''

Two weeks after the meeting at O'Neil's house, Brusini, his lawyer, and the prosecutors returned there to resume their discussion. The attorney general, according to notes of the meeting, said that Brusini had given them no incriminating information at their first meeting.

O'Neil reiterated that nothing Brusini said could be used against him. But, O'Neil stressed, if the state developed independent evidence of criminal activity involving Brusini, he could be charged.

O'Neil then pressed Brusini about the architect Robert Haig.

Late in 1989, Haig had obtained a state contract to renovate the Veterans Memorial Auditorium, near the State House.

According to court records, investigators had spoken to other contractors, who had said that the DiPrete administration chose particular people to work on the Vets -- including a Mas-sachusetts engineer who'd been Dennis DiPrete's college roommate. Around the same time, Robert Haig's business records showed, the architect had given $52,000 to Brusini.

Brusini told the prosecutors that he had needed money and the $52,000 was a loan from a friend, not a bribe. According to court records, Brusini said that he had business expenses, that he had just separated from his wife, and that he was "living the high life,'' spending money on girlfriends and trips to Florida.

The prosecutors, according to the court records, doubted Brusini. Even with the promise that nothing he said would be used against him, he was not giving them much to work with.

The conversation turned to Frank N. Zaino, the Cranston engineer and DiPrete fundraiser. Zaino had recently begun cooperating with the authorities, telling them that he had delivered money to Brusini from architects and engineers for state contracts.

Brusini, according to prosecutor Ratcliffe's notes, related a conversation he had had with Zaino after DiPrete was elected governor. Brusini said that Zaino had asked whether the DiPrete administration would operate in the same way as the preceding administration.

What's that?, Brusini recalled responding.

Five to six percent is what I've heard, he recalled Zaino saying -- five to six percent of the fee from a contract.

But that was all that Brusini said on the subject.

THREE WEEKS AFTER Rodney Brusini's second trip to the attorney general's house, two state-police auditors interviewed him about the Rosemac Building, in Providence.

While DiPrete was governor, the state Department of Elderly Affairs had signed a lease to rent the building, owned by Joseph Mollicone Jr. Investigators suspected that Brusini was a partner in the building, but he denied it.

The auditors showed Brusini a tax form they had subpoenaed from Brusini's accountant, which said that he was a half-owner. Brusini appeared shaken and refused to answer any more questions, according to court records.

The next week, testifying before a grand jury, Brusini again denied that he had been a Rosemac partner.

But the investigators were finding more evidence about the building's ownership, including a letter to Brusini from his accountant, Daniel J. Ryan, of the firm Sansiveri, Ryan, Sullivan & Co. The letter discussed the tax implications of Brusini's "desire to stay somewhat anonymous in the acquisition of the property and the lease of this property.''

According to court records, the attorney general's office would later draft a list of crimes that Brusini could be charged with: perjury, extortion, and racketeering.

BY THE SPRING of 1992, Rodney Brusini began meeting regularly with the primary investigators in the DiPrete case: prosecutor Richard Ratcliffe, State Police Lt. Robert P. Mattos, and investigator Peter Blessing.

Still reporting for work at the F. A. DiPrete agency, Brusini would slip away every few weeks to meet with the investigators. Once, the investigators rented a room at the Biltmore Hotel, in Providence; later, they met in state offices next to the attorney general's building.

The sessions could be tedious, frustrating, punctuated with anger.

Brusini complained about his financial woes and that, over the years, he felt his friend Ed DiPrete had taken advantage of him -- sending him on errands, not being suitably grateful, treating him as if he were expendable.

Brusini would refer to himself as a fundraiser; Lieutenant Mattos would interrupt and call Brusini a bagman.

It seemed at times that the state trooper wanted to lunge across the table at the flushed Brusini. Gonnella, Brusini's lawyer, would make a joke to try to ease the tension.

The investigators came to believe that Brusini's cooperation, like his memory, was selective.

BRUSINI WOULD boast to the investigators that he had taken campaign fundraising to a new level.

When Edward DiPrete first ran for governor, in 1984, Brusini helped him raise $11Ú2 million -- more than in any previous Rhode Island campaign. After DiPrete won, the fundraising only intensified. Brusini estimated that over the years he had raised more than $4 million for DiPrete.

One memorable Brusini production was a 1985 gala at the governor's house, in Cranston. The $1,000-a-person reception, followed by a $150-a-person dinner at the Alpine Country Club, raised $350,000.

More than 250 people circulated through the DiPrete home. A young man carved roast beef, and the guests also feasted on lobster, oysters Rockefeller, jumbo shrimp, and red potatoes stuffed with sour cream and caviar.

Guests wandered outside on a deck, and at one point, under the weight of assembled Friends of DiPrete -- business people, lawyers, lobbyists, contractors -- the deck collapsed. The event later became known, among some critics of the DiPrete fundraising machine, as "the porch breaker.''

At times people who attended DiPrete fundraisers saw the governor as shy and ill at ease in a crowd. But one junior campaign aide told investigators that DiPrete enjoyed these events.

"I love fundraisers,'' DiPrete said, as recounted to investigators by former aide Bernard Gemma. "Every time I shake hands with someone," said the governor, "it's like a cash register.''

Rodney Brusini was the person who had made the cash register ring.

As he testified years later, it was in Cranston that he had learned how to raise money.

EDWARD DiPRETE'S Cranston was a world of urban neighborhoods and suburban sprawl. Rhode Island's third-largest city stretched from the stately houses along Narragansett Bay to the rolling country near the Scituate Reservoir.

In between lay a broad belt peopled by the children and grandchildren of immigrants, who had come to labor on the land or at the Cranston Print Works -- Irish, Italian, French-Canadian, Portuguese, Swedish.

Unlike most of the rest of urban Rhode Island, Cranston was staunchly Republican -- a legacy in part of the 19th century, when Providence annexed the Democratic neighborhoods of Elmwood and South Providence.

From Cranston's incorporation, in 1910, until DiPrete became mayor, in 1979, all but 3 of the 15 mayors were Republican. DiPrete followed his Republican mentor James Taft, who had followed DiPrete's cousin James DiPrete -- the city's first Italian-American mayor.

The city's fragmented Democratic leadership could complain all it wanted about Republican cronyism, or favorable treatment for campaign contributors -- but year in and year out, the Republicans took care of the elderly, fixed the potholes, kept the city services humming and the taxes down.

Serving as Edward DiPrete's campaign-finance chairman, Rodney Brusini assumed the levers of the well-oiled "Big Red Machine'' -- as rivals called the DiPrete organization, for the way it covered the city in red DiPrete signs.

According to grand-jury testimony, vendors who did business with Cranston were each assigned a contact in the DiPrete campaign -- usually a city official whose department the vendor did business with.

According to grand-jury testimony, Mayor DiPrete's campaign-finance advisory committee -- including his chief of staff, his legal counsel, his public-works director, his city purchasing director, and Brusini, his campaign-finance chairman -- would sit around the table in the mayor's conference room and review the lists of contributors.

They would note who was up for a new city contract and send them extra tickets to fundraisers.

Brusini and City Hall aides, including DiPrete's chief of staff, Michael M. Doyle, and his public-works director, Joseph Pezza, told the grand jury that DiPrete would personally select the contractors -- a practice that later carried over into the governor's office.

"The mayor wanted absolute control of everything that went on in the city of Cranston,'' Brusini testified.

WITH EDWARD DiPRETE in City Hall, a stream of people came through Brusini's door at the F. A. DiPrete insurance agency, on Reservoir Avenue: insurance clients, architects, engineers, builders, condominium developers, city vendors, campaign contributors.

"Everybody knew who Rod was,'' engineer Frank Zaino told the grand jury. "Everybody.''

Some people would walk in without an appointment. Others, such as the architect Donald Prout, came at Brusini's behest.

It was soon after DiPrete became mayor that Prout, who was designing the new Cranston Public Library, was asked to talk to Brusini, according to Brusini's grand-jury testimony and Prout's recollection.

Prout said that he had previously been at City Hall meetings with DiPrete at which the mayor had questioned the validity of the library contract. DiPrete had not asked Prout for any campaign contributions.

But when Prout met with Brusini, Prout said, Brusini told him that the mayor wasn't pleased with the level of Prout's campaign giving.

" "We're businessmen,' '' Prout recalled Brusini saying, " "and we have big, big expenses. Without your participation, you know you're not going to be considered for work. We have to work with the people who contribute and help us.' ''

Prout refused to go along, and his work for the city -- and later the state -- dried up, according to Prout and to Brusini's grand-jury testimony. Prout also said that Frank Zaino had told him he had to make peace with Brusini, but Prout refused. Finally, Prout said, he stopped bidding on projects.

According to court records, Donald Prout's fate became known in the Rhode Island fraternity of architects and engineers as a lesson in what could happen if you didn't play along.

BRUSINI TOLD the grand jury that during DiPrete's first term as Cranston mayor, in the late 1970s, DiPrete instructed Brusini to meet with Anthony Capuano. Capuano's company held the city's trash-hauling contract.

Capuano stopped by Brusini's office and gave him an envelope with a contribution of $1,000 or $2,000 in cash, which, Brusini testified, he passed on to the mayor.

Brusini told the prosecutors that he did not include the money in DiPrete's campaign-finance report.

Brusini also described a gambling trip to Atlantic City that he took with Capuano, DiPrete, and a city official. Brusini testified that he thought Capuano had paid for their hotel rooms and meals. He also said that DiPrete had shown him rolls of money that Capuano had provided for gambling.

Brusini saw nothing improper about the trip, he told the prosecutors; he said he felt it was part of the "political process.''

DiPrete has denied taking payoffs from Brusini.

In a recent interview with The Providence Journal, DiPrete said that when he was mayor he and Brusini did travel to Atlantic City, and that Capuano paid for their hotel rooms and meals. DiPrete said he gambled with his own money.

DiPrete said there was nothing unethical about his accepting a free trip from a city vendor. After he became mayor, he said, he renegotiated Capuano's trash-hauling contract to save the city $1 million over five years. Besides, he said, the new contract had already been signed when they went to Atlantic City.

BRUSINI TOLD the prosecutors that he and Mayor DiPrete had made an arrangement regarding cash contributions.

Brusini said that the mayor told him he could keep one-third of all cash contributions -- money that went unreported in campaign records -- which Brusini viewed as reimbursement for his expenses.

Brusini testified that he would take contributions to DiPrete, who would put them into his jacket pocket or the top drawer of his City Hall desk.

Brusini told the grand jury that he would also pass money on to the mayor from developers, in exchange for city zoning changes.

According to prosecution notes, Brusini reported that DiPrete "controlled the [Cranston] zoning board.'' It was "common knowledge,'' Brusini told the prosecutors, that if you "wanted to get something done in Cranston,'' you had to go to Brusini, who would then meet with DiPrete.

Once, Brusini told the prosecutors, he collected about $12,500 from one developer and took the money to the mayor, who gave him a third of it.

Another time, Brusini testified, DiPrete accused him of having failed to turn over all the money he'd collected from a developer for a zoning change.

According to Brusini's grand-jury testimony, the confrontation involved $15,000 in cash that Brusini said he had delivered to DiPrete from Alfred Carpianato, a prominent local developer.

The money, which Brusini testified was to secure zoning approval for an apartment complex for the elderly, had been made in two installments: $7,500 before the approval and $7,500 after. Brusini told the grand jury that after the second payment, DiPrete summoned him to City Hall:

"He [DiPrete] confronted me, saying that he had had a conversation with Freddy Carpianato, and he was led to believe [that] Carpianato had given me more money than I had actually turned over to the mayor.''

Brusini testified that he had denied the accusation, and that to clear the air he arranged a meeting with the mayor and the developer, at Carpianato's office, in Johnston.

Brusini told the grand jury that as he and DiPrete sat in a conference room waiting for Carpianato, DiPrete continued to tell Brusini how upset he was over the whole matter. When the developer walked in, Brusini told him and DiPrete that he wanted to "clear the air.Ó

"If there is a misunderstanding between you two, it does not involve me . . . because either there is a misunderstanding or someone is lying,'' Brusini testified that he had said.

Carpianato, Brusini testified, responded that he wanted to talk to the mayor about this, and Brusini left the room; that was the last he heard of the matter.

DiPrete has denied taking any money from Carpianato. DiPrete recently told The Providence Journal that he recalled a meeting at Carpianato's office with Brusini, but that it concerned a misunderstanding over whether Carpianato or his father, Louis, had written a check to DiPrete's campaign.

Louis Carpianato, who had run the development business until 1978, invoked his Fifth Amendment right against self-incrimination when he was called to testify before the grand jury. In a subsequent meeting with investigators, Louis Carpianato said that he had been unaware of any payments made by his son to Mayor DiPrete, or of any zoning change.

The elder Carpianato did recall stopping by his son's office one day in early 1983, and hearing DiPrete and Brusini arguing in one room while his son was in an adjacent room. DiPrete did most of the talking, said Louis Carpianato.

According to prosecution notes, Louis Carpianato told the investigators: "I heard some voices agitated -- I heard something about contributions, campaign funds, and something didn't come up to par . . . numbers that didn't add up. . . . It seemed that DiPrete was accusing Brusini of something. . . . I got the impression DiPrete was accusing Brusini of stealing some of the money.''

Neither Louis nor Alfred Carpianato has responded to Providence Journal requests for comment.

BY THE SUMMER of 1992, after months of discussions, Rodney Brusini and the attorney general's men had yet to strike an agreement. Brusini was still reluctant to discuss his personal business dealings. The investigators called a halt to the talks.

In August, the prosecutors began presenting evidence to a grand jury regarding Brusini's business dealings. The attorney general's office prepared the draft of an indictment charging Brusini with perjury. Court records show that prosecutor Richard Ratcliffe told Brusini's lawyer that unless Brusini cooperated, he would be indicted.

That fall, Brusini started talking again with the investigators. The state held off on an indictment. In September Ratcliffe wrote Brusini a letter, formalizing their agreement to discuss immunity.

"We have agreed to meet with you and listen to your proffer,'' wrote Ratcliffe, "so that we may decide whether or not to seek immunity for you. You understand that you must be totally truthful and candid.''

The same month, Brusini quit his job at F.A. DiPrete, where he had worked for two decades.

There was no going-away party.

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