FOR MONTHS, he had lived with the rumors.

So Edward DiPrete laughed when a friend warned him over lunch at the Capital Grille that he was about to be indicted.

"I've been hearing the same thing for six months and it hasn't happened yet," said the former Rhode Island governor.

After lunch, as DiPrete drove away from the downtown restaurant, one of his lawyers reached him on his car phone. The attorney general's office had called: The grand jury was voting on an indictment tomorrow.

The next morning, March 29, 1994, DiPrete waited in a Providence law office with his lawyers and his youngest son, Thomas, for word from the grand jury. Some 12 miles away, in Warwick, 18 men and women filed into a grand-jury room in the Kent County Court House.

By late morning, DiPrete and his son Dennis had been charged with 24 counts of racketeering, bribery, extortion, and perjury.

That afternoon, the former governor sat in his lawyer's office poring over the indictment in disbelief.

AS GOVERNOR, from 1985 to 1991, Edward D. DiPrete had enjoyed the acclaim, the trappings of power, the friendship of a U.S. president, an audience with the pope.

Now he was the first sitting or former governor in the history of Rhode Island to be charged with crimes committed in office.

On April 13, 1994, DiPrete and his son pleaded innocent at their arraignment, in Superior Court in Providence.

Later that day, at state-police headquarters, in Scituate, the DiPretes were fingerprinted and photographed, in the same dingy room used to process accused drug dealers and murderers.

The lines were quickly drawn between the accused and the accuser.

Atty. Gen. Jeffrey B. Pine said that the indictments would restore faith in a Rhode Island turned cynical. After years of public corruption, he said, "we're able to clean up our act. Rhode Islanders believe in accountability, no matter who it may touch."

The attorney general said that he was "privileged to be able to carry out my duties as a prosecutor, which is what I am, and to do it in an aggressive way, but also what I consider to be a fair way."

Ex-Governor DiPrete's lawyer, Richard M. Egbert, attacked the attorney general's key witnesses as "convicted felons, disgruntled employees, people who have sold their souls."

"When this is all said and done," said Egbert, "it will once again shatter the confidence of the people of Rhode Island in their criminal-justice system and the people who run it."

RICHARD EGBERT HATED being called a mob lawyer.

It was true that he had represented a galaxy of gangsters -- including New England crime boss Francis Salemme, killer Frank "Bobo" Marrapese, and mob enforcer Gerard Ouimette.

Many Rhode Islanders had first heard of the Boston lawyer in the 1980s, when he defended Chief Justice Joseph A. Bevilacqua against accusations of consorting with mobsters.

But as one of New England's premier criminal-defense lawyers, commanding as much as $400 an hour, Egbert had defended doctors, bank presidents, politicians, and lawyers, as well as mobsters.

"The one time I seem to get the most respect from someone," he'd say, "is when they may come on the wrong end of an indictment."

Egbert, in his late 40s, seemed born to criminal-defense law. He had always been a rebel, marching against the Vietnam War in college, questioning authority, challenging a legal system that he believed was stacked against defendants. He saw himself as a warrior battling the power of prosecutors -- the "keepers of the keys."

For the criminal-justice system to work, Egbert said, the government had to be kept in check. That demanded, in his view, fighting the "unfair holy alliance" between prosecutors and informants -- "slimes" who would say anything to save their necks.

He enjoyed tweaking the authorities. Once, after a mob client of his, Bobby DeLuca, had found a microphone hidden in his car's dashboard, Egbert sent photocopies of the bug to federal, state, and local law-enforcement agencies. A sheepish FBI agent retrieved it.

"I don't care how many guilty go free," said Egbert, "as long as the system is working right" -- even "the worst bum in the world is entitled to be prosecuted fairly and honestly."

A FEW BLOCKS AWAY from Egbert's office, in a corner office soaring above Boston Harbor, R. Robert Popeo held a commanding view of the city's legal landscape.

Dennis DiPrete was only the latest of Robert Popeo's high-profile clients.

Popeo, in his late 50s, had helped build the law firm of Mintz Levin Cohn Ferris Glovsky and Popeo into a Boston giant; he was its chairman. The firm's corporate clients included Arthur Andersen, the international accounting company, and America Online. The firm's 250 lawyers took up eight floors of a skyscraper, in offices appointed with polished furniture, tapestries, and paintings.

Comfortable in a board room, Popeo also relished a fight in the courtroom. He specialized in defending people accused of white-collar crime, and he knew how to put the government on trial. A former federal prosecutor and magistrate, Popeo understood the legal system from all angles, and was considered a brilliant tactician.

In one celebrated case, Popeo successfully defended a Massachusetts state representative caught in an FBI sting for taking bribes to approve a liquor license. The politician had been tape-recorded taking a bribe; a dozen other defendants in the case had been convicted or pleaded guilty.

Popeo argued entrapment. His client, he said, was not predisposed to taking a bribe; only after government agents had tried for two years did the state representative take the bribe.

The federal prosecutor who lost the case said of Popeo: "He sees weaknesses that don't exist and exploits them until they become weaknesses."

A cartoon from a Boston newspaper, framed in Popeo's office, showed the joyful defendant. It read, "Against All Odds: Thanks to the legal system, my lawyers, and all the loopholes in the legal system."

ROBERT POPEO had been hired by the DiPretes back in 1991, when they first learned of the investigation.

By 1994, with the growing probability of an indictment, Popeo advised the DiPretes that the legal interests of father and son would be best served by separate lawyers.

To represent the senior DiPrete, Popeo recommended Richard Egbert, whom he knew by reputation.

The styles of the two lawyers couldn't have been more different.

Egbert carried himself like a street brawler, pacing the courtroom, despite a bad hip, and attacking witnesses with a voice raspy from two packs of cigarettes a day.

Popeo, though a product of blue-collar East Boston, had the bearing of a chief executive officer. Dressed in dark double-breasted suits, he questioned witnesses with long, measured sentences; colleagues would joke about a trial's slipping into "Popeo time."

But both lawyers were aggressive and tenacious. They loved boxing. Popeo had been a Golden Gloves boxer in high school; Egbert relieved stress by going a few rounds on the heavy bag.

AS ROBERT POPEO assessed the State of Rhode Island's evidence, he did not like the DiPretes' odds.

The case against the DiPretes encompassed 20 years of alleged wrongdoing. There were 75 witnesses, hundreds of hours of grand-jury tapes, and close to a million pages of documents -- enough to fill 600 cardboard boxes.

The evidence, Popeo said, gave the impression that under Governor DiPrete the entire state had been for sale. Popeo's own surveys of potential Rhode Island jurors found a climate poisonous to the DiPretes.

"Kiss the presumption of innocence good-bye," said Popeo.

Popeo and Richard Egbert started exploring the options; their clients could consider pleading guilty, in exchange for reduced sentences.

One day, in Egbert's office, Egbert grilled Edward DiPrete about the allegations.

"I've got to ask you some really tough questions," said Egbert, in the rough voice that had flattened many a government witness. "And you have to tell me the truth."

According to DiPrete, Egbert even suggested that he consider a plea bargain. But DiPrete professed his innocence.

Meanwhile, Popeo hammered away at what witnesses were alleging about payoffs to the DiPretes for state contracts.

"Get real," he'd say. "Look what you're up against."

The DiPretes insisted on their innocence. Tempers flared. Popeo told Dennis DiPrete that he wasn't there to coddle him, but to tell him how things looked.

"I'm not your priest," he said; "I'm your lawyer."

Egbert and Popeo discussed with the prosecutors the possibility of a plea agreement. But, the DiPrete lawyers later said, the talks didn't go far.

In December of 1995, with a trial expected within months, Edward DiPrete said that Dennis had talked to him about the possibility of striking a deal.

Edward DiPrete said that he had rejected his son's idea, and that the discussion became tense. He said that Dennis thought he was being "hard-nosed."

The former governor said he felt that the prosecutors, believing they had a stronger case against Dennis than Edward, were using the threat of the son's going to jail to get the father to plead guilty.

But Edward DiPrete said he wouldn't do it.

"Dennis," said the former governor, "there's no way I'm going to admit to something I didn't do."

The question came up again, said the senior DiPrete, at a family holiday get-together. As the DiPretes sat around the table in the ex-governor's house, some of his children asked what would happen next with the case.

Dennis spoke up: "A lot depends on what Dad decides to do on a certain matter."

"Forget it, Dennis," his father responded. "It's not going to happen."

EDWARD DiPRETE'S DECISION to fight the state's charges launched a multimillion-dollar defense -- a scorched-earth campaign to discredit the state's case against him.

For DiPrete, it was yet another expensive campaign in a long list of them, going back to his three terms in the State House. The former governor was still running, but this time it was to win back his reputation.

Since being voted out of office, in 1990, DiPrete had fought public criticism for his role in the state banking crisis.

He had battled the state Ethics Commission, which had fined him $30,000 for two counts of steering government contracts to political allies. (The state Supreme Court later reversed the commission on one count and reduced the penalty by half.)

Now, stripped of his power, passed over for a presidential appointment, Edward DiPrete was again working at the family's insurance agency, in Cranston -- a job he had once vowed he would not return to. He was also spending time at the Foxwoods Casino, in Connecticut, playing the slot machines.

The betrayal by his former ally, Rodney M. Brusini, stung. Not until he had read through the indictment did it dawn on DiPrete how central Brusini's testimony was to the state's case.

Driving to Boston one day for a meeting with Richard Egbert, listening to a tape of Brusini's grand-jury testimony, DiPrete pulled over to the side of the road. He scribbled furiously on a pad, he later said, filling three pages with what he said were Brusini's lies.

"This is baloney," he recalled saying to himself as he wrote.

To show he was telling the truth, and that it was Brusini who was the liar, DiPrete took a lie-detector test. Shortly before Christmas of 1995, Egbert called a Providence Journal reporter to announce that DiPrete had passed the test.

Rhode Island, like most states, rejects the validity of lie detectors, so the results of DiPrete's test are not allowed as evidence.

WITH A plea bargain for their clients out of the question, Richard Egbert and Robert Popeo turned to a time-honored defense tactic: attacking the state's witnesses.

To fight the state's evidence, they had to find a way to put the DiPretes' accusers on the defensive. It was a daunting and expensive task.

By May 1996, the defense of the DiPretes had already cost $1 million.

"No individual can afford this kind of defense," Popeo would later tell reporters. Added Egbert: "No human being can pay for this case. It's [financially] a loser."

Nevertheless, a case with this high a profile was good for the lawyers' reputations, which would enhance their business.

Popeo's law firm, expert at complex corporate cases, marshaled its resources to help sort out the state's 600 boxes of evidence.

Popeo, five other lawyers, and two paralegals dug in; others scanned hundreds of thousands of pages of documents into the computer system. They analyzed the massive database of evidence for inconsistencies. They developed chronologies and cross-referenced state contracts with DiPrete-campaign contributions. They boosted the quality of the grand-jury tape-recordings and transcribed what amounted to 287,000 pages.

The Popeo team rented an office in Providence, stocking the shelves with thick binders of information on each witness.

RICHARD EGBERT, the lone wolf, questioned Popeo's emphasis on the state's 600 boxes of evidence.

He understood the importance of following the paper trail, but his gut told him this wasn't really a paper case. It was a bribery case. And for a case like this, Egbert believed that the crucial evidence was the people: their greed, their hidden motives, their deals, their lies.

Nevertheless, the two approaches -- paper chasing and people chasing -- brought the two lawyers to a consensus: the state's case had flaws that they could exploit.

To Popeo, it was a coin toss as to whether these flaws were sufficient to win over a jury; the evidence against the DiPretes was formidable.

Still, both Egbert and Popeo suspected there might be evidence that they had not seen -- deals that the state had cut with key witnesses and other information the lawyers could use to attack the witnesses' credibility.

In the end, however, it was still only a hope.

"I simply don't know," said Popeo at a 1995 pretrial hearing, "whether or not those [documents] exist."