FOR CARL PALADINO, EARLY LESSONS FORGED COMBATIVE STYLE David W. Chen, Javier C. Hernandez and Raymond Hernandez contributed reporting. When his troubled son spent a night in the Erie County lockup on drunken-driving charges, Carl P. Paladino parked outside the jail and slept in his car, just to be close to him. When he ran out of patience with Buffalo's failing public schools, he bought time on local radio stations to demand the resignation of the superintendent. 'Hello-o-o-o,' his booming voice declared in the ads. 'It's time for you to go-o-o-o.' And when an older man, the lone holdout blocking Paladino's development of a megastore, refused to sell the house he had lived in for 50 years, Paladino filed plans to surround the man's home with a sea of asphalt, which officials rejected. Paladino, 64, a rumpled, weary-eyed developer from western New York, seemed to emerge from nowhere to capture the Republican nomination for governor, a political unknown who became a vessel for Tea Party-tinged anger against insiders and incumbents. But for decades he has been an outsize, impulsive and often outrageous figure: polarizing in his politics, relentless in amassing his real estate empire and irrepressible in seeking to impose his will on civic life. Interviews with dozens of people who know him -- friends, relatives, admirers and adversaries -- revealed a highly emotional man who oscillates between cursing his enemies and crying over his friends' sorrows, who believes in elbows-out confrontation no matter the cost and whose lifelong dealings with the government have fueled his enormous wealth and his bottomless rage. By crusading for a series of quixotic causes against the local establishment, Paladino has frequently been dismissed as little more than a deep-pocketed gadfly. But his rash style and undeniable passion have at times proved to be his biggest assets, and are now propelling him toward a goal that once seemed unthinkable: upsetting Attorney General Andrew M. Cuomo to become governor. A FATHER'S TEACHINGS Paladino's father, Belesario, who immigrated to this country at age 6, raised three children on Buffalo's largely Italian East Side and became a city water inspector. For the older man, the home was an oasis amid a taxing blue-collar life. Outside, he felt the sting of anti-Italian discrimination, and he changed his name to Bill. Inside, he spoke in aphorisms about hard work, declaring there was 'no such word as 'can't.'' And he warned against trusting the slick messages coming out of faraway places like New York City. The Paladino children, Carl, Joe and Mary Lou, lived in the same two-family house that their father grew up in; their uncle lived in the apartment upstairs. Carl, the oldest, revered his father, whose second job, selling and repairing medical equipment, paid for the son's parochial school education -- a luxury in their neighborhood -- and for his college tuition. The thought of his father's humility still chokes up Paladino. 'On his death bed, in full hearing of the family,' he said, his words interrupted by long pauses, 'he looked at me, and he says, 'I'm sorry I can't leave you anything.'' His father sent him to St. Bonaventure University, a small Roman Catholic institution 90 minutes south of Buffalo that seemed insulated from the upheaval of the 1960s. Even among his crowd, Paladino was an admitted square, organizing weekend social events, playing chess into the wee hours and performing drills with his ROTC unit. 'We really didn't get with that hippie program,' he said in an interview. 'We had our heads shaved close, and we had a war going on.' He met his future wife, Mary Catherine Hannon, at one of the events he planned, though their first meeting did not go well. He made a joke about her uncle back in Buffalo, whose indictment was all over the newspapers, and she threw a beer at him. 'It wasn't nice,' he said of his remark, calling it an early, if unheeded, lesson about keeping 'my big mouth shut.' After graduating in 1968, he received a draft deferment to attend Syracuse University College of Law. He drove home each weekend, a 300-mile round trip, to work on a newspaper printing press to help pay for his classes. Three years later, he traveled with his pregnant wife to Fort Bliss, an Army post in Texas, where he was soon given command of 200 soldiers training for combat in Vietnam, where he expected to be sent. But that September, the orders changed. The American presence in Vietnam was being reduced, and Paladino's unit would not be deployed. A day after he learned that, his wife gave birth to a boy. A TURNING POINT Back in Buffalo in late 1971, Paladino, then 25, began trying to untangle the messy business affairs of his wife's father, Dan Hannon. Hannon, a real estate agent, a father of 10 and an organizer of South Buffalo's St. Patrick's Day Parade, had run afoul of the Internal Revenue Service, which imposed heavy assessments and garnisheed his earnings for several years, Paladino said. The pressure consumed Hannon, and he died of a stroke in 1970, at age 51. Paladino spent three months examining records before concluding that his father-in-law had been the victim of bogus accusations and an overzealous IRS agent. 'Steam was coming out of my ears,' he said. 'There was nothing there. They'd killed him, and there were no grounds.' Paladino said he called the agent, laid out his findings and threatened to report him to prosecutors. 'There was dead silence, and I realized he was crying,' Paladino said. He said the agent admitted to having overstepped in his pursuit of the case, agreed to remove the assessments hanging over Hannon's estate and to refund tens of thousands of dollars the agency had seized, and then resigned. The story could not be verified; Paladino declined to name the agent. But the lessons from that battle were seared into his memory, he said. 'I learned the need to properly prepare, and to know what you're talking about,' Paladino said. 'And the necessity to confront when you're right.' Hannon's death proved a major turning point in Paladino's career. He took over Hannon's management of Ellicott Square, a faded but much beloved grande dame of Buffalo real estate. In 1975, its owners defaulted on their mortgage, and the bank, a subsidiary of J.P. Morgan, kept Paladino on as manager of the cavernous office building. He threw out tenants he deemed undesirable and leased the building to 96 percent occupancy, he said. In June 1978, a grateful Morgan executive helped Paladino put together a partnership to buy the building, and even lent Paladino the $62,500 for his share, he said. He had a $500 line of credit on his MasterCard, two children, an old Mustang and, now, perhaps the most famous building in Buffalo, an Italian Renaissance-style gem that was one of the world's largest when it opened in 1896. Paladino's responsibilities and long workdays took a toll. He said he began to suffer anxiety attacks that landed him in the emergency room every few months. Even so, he scarcely slowed down. He bought other downtown buildings at rock-bottom prices: a former bank headquarters, a shuttered department store. He also began building drug stores for Rite Aid, eventually becoming the company's preferred developer across upstate New York and western Pennsylvania. The cookie-cutter buildings gave Paladino's company, Ellicott Development, a ready source of profits. He said he built 160 stores, 80 of which he still owns. But it was as a downtown Buffalo landlord, eventually the city's largest, that Paladino developed his love-hate relationship with government. He lavished campaign contributions on city and county leaders, and reaped handsome benefits: appointments to the city parking board and a financial planning commission; and repeated extensions of development deadlines. When he fenced off a city street to use as a parking lot, officials looked the other way. When an out-of-town company was chosen to redevelop a defunct department store, Paladino somehow wrested the assignment away. And dozens of local, county, state and federal government agencies filled huge spaces in his office buildings, vastly enhancing the value of his portfolio. Being a landlord to government tenants also offered him a insider's look at waste and inefficiency. He met state employees with too little work to do and watched offices throw out unused supplies. When the Department of Transportation moved into one of his buildings, it insisted on replacing perfectly good furniture at taxpayers' expense, his brother said. Paladino puts the value of his real estate holdings at $500 million and his personal net worth at more than $150 million. But he has few of the toys such wealth often allows. He never buys new cars, and though he owns a modest condominium in Boca Raton, Fla., he seldom goes there. His wife often uses the apartment, and Paladino lends it out to friends, relations, secretaries and other employees so frequently that neighbors call it 'the motel.' Paladino does spend his money on meals at some of Buffalo's better restaurants, though the staple in his diet is a dish with local pride: chicken wings (medium hot and crispy). His extravagances can be as impulsive as his opinions. When he attended a summer wedding at his family's ancestral home in southern Italy and discovered there was no air-conditioning, he drove to every appliance shop for miles around, bought up their supply of fans, and handed them out to everyone he saw. In New Orleans on a junket to the Super Bowl, Paladino and a friend found that each had an extra ticket. Paladino went to the sidewalk, found a 9-year-old boy with his mother soaking in the pregame excitement and handed them the tickets. His only condition was that they watch the game themselves. 'The kid was just thrilled,' said the friend, David Rutecki. 'The mother was probably thinking she could sell them for $900 apiece and use the money, but that wasn't what Carl wanted. He wanted to give the kid an experience.' THE STYLE OF A BULLY' Emboldened by his success in business, Paladino increasingly made his voice heard in politics. He set his sights on one of Buffalo's most powerful elected officials: James W. Pitts, the city council president, whom he accused of ruling by intimidation. Pitts was the ranking black official in Buffalo, and Paladino's efforts were denounced as an attempt to erode emerging black political power. Undeterred, Paladino financed repeated charter-reform campaigns that sharply reduced the powers of the office Pitts held. 'Anybody that disagrees with him, he's going to try to run over,' Pitts said. 'It's the style of a bully.' In their most memorable exchange, Pitts, lamenting the lengthening shadow that Paladino cast over the city, told him, 'You sit on top of the city of Buffalo like a vulture on dry bones.' At times, Paladino's rants have had a crazy quality: He once suggested that an aide to Mayor Byron W. Brown would 'soon be frolicking in a prison shower.' Still, even as he alienated some leaders, Paladino endeared himself to others. Larry Quinn, a former city development official, remembered receiving a scorching letter from Paladino, whose name he had not known. So he called him up and told Paladino he was misinformed. The two went out for beers and became fast friends. 'He's not a crank at all,' said Quinn, now a managing partner of the Sabres hockey team. 'You can tell him off, and he's OK with it.' With a higher profile came greater scrutiny. The National Labor Relations Board ruled that Paladino broke the law by firing a shop steward, interrogating workers and refusing to negotiate a contract with the janitors' union. In 2000, an Ellicott executive pleaded guilty to a felony, and the company was fined $500,000 over asbestos-removal work in Syracuse. 'Humbling,' Paladino called it. He was not humbled after a roof caved in at an old downtown hotel he was renovating, injuring a worker. When the worker sued, Paladino, in a deposition, repeatedly referred to the man as a 'moron,' ignoring a lawyer's pleas to stop using such language. For a gruff man, he has sometimes been sensitive about his reputation. He sued a free newspaper for $30 million because, he said, 'they make it look like I go around knocking down historic buildings in Buffalo.' But in 2003, he did just that. After promising to restore a well-known fixture of the city's old waterfront industry, the Harbor Inn, he abruptly razed it on a Saturday morning. 'When you give this guy an inch, he takes a mile,' said Tim Tielman, a preservationist in the city. 'People weary of fighting, and Carl seems to have boundless energy for the fight, for conflict -- it kind of turns him on.' In 2005, he finally took up a cause that everyone in Buffalo could agree on. He sued the State Thruway Authority to remove a 75-cent toll on motorists entering the city -- a nuisance with enormous symbolic potency for a city down at its heels, and a burden on poorer commuters. When the toll booths were torn down in 2006, Paladino at last enjoyed applause from every direction. But 18 months later, complaining about city schools, he asserted that the superintendent had gotten his job only 'because he was black,' drawing officials' censure and renewing cries that Paladino was, simply, racist. A FAMILY TRAGEDY As his public involvement intensified, he was harboring an agonizing secret in his private life: He had had an affair with a female employee, which resulted in a child named Sarah. He had begun to tell his children, but he could not bring himself to inform his wife. 'I adore her,' Paladino said. 'I didn't want to bring that hurt.' His son Patrick, then 29 and struggling with an addiction to drugs and alcohol, proposed a deal: In exchange for his entering a substance-abuse program, his father would have to tell his wife, Cathy, about Sarah, then 9. Each man kept his end of the bargain, and Sarah, whom Paladino supports financially, has been fully incorporated into his family. But in March 2009, a few weeks after leaving rehab, Patrick lost control of his sport utility vehicle on a darkened highway and crashed into a row of trees. 'I was the only person in the room with him when he came to terms with the fact that his son would die,' Paladino's brother, Joe, recalled. 'He was on his knees. He was crushed.' The day of the accident, Paladino was scheduled to speak at what would have been his first Tea Party rally. He canceled his appearance but did not stay away for long. Still grieving but hungry for a distraction, he became a regular at Tea Party events. Taking the microphone in jeans and a T-shirt, he railed against the state's sky-high taxes and bloated bureaucracy, electrifying crowds. 'It was Carl being Carl,' said Rus Thompson, a Buffalo contractor and Tea Party organizer who convinced Paladino a few weeks later that an outsider such as he could have a shot at governor. 'He said exactly what they were thinking,' Thompson added. The mood of the electorate, furious and fevered, had at last caught up with Paladino's. 