On the morning after Republican Greg Davis lost a special election in Mississippi to fill a vacant congressional seat in a Republican stronghold, House Republicans in Washington, D.C., huddled in privacy for a tense meeting.

Davis' defeat on May 13 marked the third-straight special congressional contest Republicans lost this year in longtime conservative districts: In early March, Democrat Bill Foster defeated Republican Jim Oberweis to take the seat of former House Speaker Dennis Hastert, R-Ill., who retired in November after 21 years in Congress.

In early May, Democrat Don Cazayoux defeated Republican Woody Jenkins in Louisiana to take the seat of Richard Baker, a Republican who served in Congress for 20 years. One week later in Mississippi, Davis fell to Democrat Travis Childers in a once reliably Republican district.

Behind closed doors in Washington, House Republicans thrashed out the losses and toiled over how to prevent hemorrhaging more seats in November. Of the 32 House members retiring this year, 25 are Republicans. As many as two dozen House races are considered competitive.

Republicans face tough equations in the Senate as well: All five retiring senators are seasoned Republicans. One-third of the Senate is up for election in November, and most of those seats belong to Republicans. Political observers identify at least four Senate races as particularly vulnerable for Republican losses in New Hampshire, Colorado, Virginia, and New Mexico.

But it was the special election losses this spring that galvanized the GOP leadership. Robert Duncan, chairman of the Republican National Committee, called the losses "a real wake-up call" for Republicans. Former Republican House speaker Newt Gingrich warned of "a real disaster" for the GOP.

Others aren't as dire in their predictions for Republicans. The Cook Political Report predicts a 10- to 20-seat gain for House Democrats in the fall, but notes such a gain wouldn't dramatically add to Democratic power. The report also predicts Democrats could pick up four to five seats in the Senate but says that gain wouldn't give the party the majority needed to break filibusters.

Indeed, for all the problems facing Republicans this election cycle, Democrats face some of their own: The approval rating for the Democratic-controlled Congress hovers at a dismal 18 percent.

Still, as Republicans identify vulnerabilities in once-sure districts in this fall's elections, their losses in the special contests this spring may hold an important lesson in strategy: Run for something, not against someone.

In the once-sure 1st Congressional District in Mississippi, the National Republican Congressional Committee spent more than $1.3 million on Davis' failed campaign against Childers. The committee spent another $2 million on the unsuccessful Republican bids in Illinois and Louisiana.

The aim of the advertising in all three campaigns was similar: In conservative districts, identify local Democratic candidates with liberal national leaders. Television ads and direct mail pieces attempted to connect the candidates with Sen. Barack Obama, D-Ill., or House Speaker Nancy Pelosi, D-Calif.

But the local Democratic candidates were not liberal like national Democrats but, on many issues, conservative. In Louisiana and Mississippi, both Democrats ran on a handful of conservative principles, including a pro-life and pro-gun-rights platform.

When a Republican advertisement accused Childers of being silent during the controversy over Obama's former pastor, Jeremiah Wright, the Democratic candidate didn't hesitate to criticize the ads as tying him to "politicians I don't know, and have never met." Childers won by 8 points and will run for a full term in November.

A surge in African-American voting may put more seats into play this fall as well, and attacking Obama may not work for Republicans in local races. Gingrich recently wrote that if Republicans "try to run an anti-Obama, anti-Reverend Wright campaign . . . they are simply going to fail."

Gingrich noted that "the Republican brand" has been badly damaged in recent years by bloated government spending and other Republican failings. Rebuilding the GOP's reputation involves offering solutions instead of attacking other candidates, he said.

Gingrich proposed several possibilities, including steps to reduce fuel prices, establishing a one-year moratorium on earmarks, and emphasizing the importance of nominating conservative judges. "It's time for a real change to avoid a real disaster," he wrote.

Whether Republicans will follow such advice is uncertain, but Sen. John McCain will be watching congressional elections closely to gauge how local races might affect his national contest. Steve Schmidt, an adviser to McCain, recently said gloomy GOP congressional prospects wouldn't affect McCain's candidacy.

But at a recent news conference in Ohio, McCain was more candid. When asked if the GOP faced image problems, and whether he was worried those problems might affect him, McCain replied: "Sure, all of the above."

Races to watch

Senate

Minnesota: Comedian turned liberal talk show host Al Franken is challenging incumbent Republican Sen. Norm Coleman for a seat many consider vulnerable. Coleman and Franken traded leads in the polls through April, but a financial scandal may put the brakes on Franken's momentum: The Democratic candidate says bad information from his accountant led to his owing back taxes in 17 states. Franken has agreed to pay some $70,000 to the IRS, but it's unclear whether voters will overlook the controversy. By mid-May, Coleman had widened his lead by 7 points.

Alaska: Scandal may undo Republican Sen. Ted Stevens' hopes for reelection this fall. Long known for his huge appetite for pork-barrel spending, Stevens is now facing heat from a different source: a federal corruption investigation stretching back to last August. His challenger, Anchorage Mayor Mark Begich, a popular Democrat, has closed the gap in polls.

North Carolina: The seat currently occupied by GOP Sen. Elizabeth Dole has belonged to Republicans since former Sen. Jesse Helms began five consecutive terms in 1972. Dole won the seat when Helms retired in 2002. Democratic state Sen. Kay Hagan hopes to halt that legacy this November and may have a better chance than many originally thought. With a larger turnout of African-American voters, the Republican hold on Dole's seat may be in jeopardy.

House

Nevada: President George W. Bush won Nevada by just 2 points in 2004, making the state a prime target for both parties. The race between state Sen. Dina Titus (D) and Republican incumbent John Porter could be one of the most competitive races in the country. Both national parties will pour big bucks into the race with the hopes of scoring points in the presidential elections.

Oregon: Once considered a shoo-in for Democratic incumbent Darlene Hooley, the 5th Congressional District race took a surprise turn when Hooley dropped out in February. The contest quickly became one of the most competitive House races in the country, and one of only a handful of seats Republicans might take away from Democrats. But the race took a nasty turn early last month when a 33-year-old woman alleged that Republican candidate Mike Erickson got her pregnant in 2000 and then paid for her to have an abortion. Erickson has denied the allegations, but Oregon Right to Life (which endorsed Erickson for his first run in 2006) has said both sides sound credible.

Indiana: Democrat Andre Carson-the second Muslim elected to Congress-hopes to hang on to the seat he won in a special election in May. Carson won the seat left vacant when his grandmother, Julia Carson, died in December. Carson, 33, converted to Islam as a young man after his grandmother, a self-described Baptist with New Age leanings, encouraged him to explore other religions. Controversy erupted when Nation of Islam Leader Louis Farrakhan spoke at his grandmother's funeral. Carson says Farrakhan and his grandmother were friends, but he doesn't embrace the leader's extreme views. He does embrace his grandmother's liberal platform: Carson supports abortion, gay rights, and quickly withdrawing troops from Iraq.