LOUISVILLE, Ky. — Ashley Judd, the Hollywood movie star and eighth-generation Kentuckian, has decided not to launch a star-studded campaign to unseat Senate Minority Leader Mitch McConnell. 
 
 Judd made her announcement via Twitter Wednesday afternoon. 
 
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 reset Judd won't run: Pundits react Quiz: Do you know Ashley Judd? Play Slideshow 
 
 Judd had been publicly and privately flirting with a bid for several months, reaching out to Louisville fundraisers, the Democratic Senatorial Campaign Committee in Washington and a handful of top Democrats here, including Kentucky Gov. Steve Beshear, to express interest in a potential run against McConnell. 
 
 (WATCH: Crossroads ad mocks ‘radical’ Ashley Judd) 
 
 She also spoke with Senate Majority Leader Harry Reid this week, a person familiar with the call told POLITICO. 
 
 “After serious and thorough contemplation, I realize that my responsibilities & energy at this time need to be focused on my family,” Judd wrote on her Twitter page. 
 
 “Regretfully, I am currently unable to consider a campaign for the Senate. I have spoken to so many Kentuckians over these last few months ~ who expressed their desire for a fighter for the people & new leader,” she added. “While that won’t be me at this time, I will continue to work as ~ as hard as I can to ensure the needs of Kentucky families are met by returning this Senate seat to whom it rightfully belongs: the people & their needs, dreams, and great potential. Thanks for even considering me as that person & know how much I love our Commonwealth. Thank you!” 
 
 Judd was hamstrung by several factors: namely her continued residency in Tennessee and her lack of political experience let alone against a ruthless campaigner like McConnell. 
 
 (Quiz: Do you know Ashley Judd?) 
 
 Moreover, a number of Kentucky Democrats were worried her staunchly liberal views — such as strongly condemning the practice of mountaintop removal mining — would be too difficult to overcome in rural parts of the state where the coal industry has a dominant presence. They feared her candidacy would be too risky in a year when they believe McConnell is perhaps more vulnerable than he’s ever been in his nearly three decade Senate career. 
 
 According to a source close to Judd, Alison Lundergan Grimes’s interest in the race made her decision easier because it wouldn’t leave the Democrats without any prospects against McConnell. 
 
 In addition, Judd’s decision could change in the future — she’s been encouraged by the support and enthusiasm from Kentuckians and will continue to be active in politics. 
 
 Still, Judd’s decision will be viewed as a letdown to activists on the left and some Democrats here, including Rep. John Yarmuth, who argued that she would be able to energize the party, raise a flood of cash and give her a huge platform to take on McConnell and the millions of dollars in his campaign war chest. 
 
 (See also: Prominent Democrats wooing Alison Lundergan Grimes, not Ashley Judd) 
 
 Judd’s decision to skip a run is certain to put new pressure on the 34-year-old Grimes, the Kentucky secretary of state who has been mum about a possible run. Grimes is also weighing a possible run for attorney general or governor in 2015, and given her age, she may decide to run for the Senate seat when there’s a better chance of winning, whether it’s in 2016 against GOP Sen. Rand Paul or a later cycle, Democrats here say. 
 
 But with Judd out and if Grimes were to skip a bid, Democrats would have few options here in the Bluegrass State. They will search for a possible self-funder, similar to McConnell’s 2008 opponent, Bruce Lunsford, who lost by 6 points after a hard-fought campaign. And there are a crop of state legislators who may yet emerge, though they too would certainly be untested against McConnell and the political machine he’s built in the state. ||||| Democratic heavy hitters — including Bill Clinton — are quietly trying to woo a new candidate to jump into the race to unseat Senate Minority Leader Mitch McConnell, even as actress Ashley Judd is taking steps toward launching a star-studded campaign of her own. 
 
 With fears growing in some Democratic quarters over Judd’s potential candidacy, some prominent Democrats in the Bluegrass State are beginning to set their sights on 34-year-old Alison Lundergan Grimes, the Kentucky secretary of state. Among Grimes’s attributes: She lacks political baggage since she’s served barely a year in office, and she hails from a well-connected family influential in Kentucky Democratic politics. But it’s not at all certain if she’ll jump into the race. 
 
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 reset PHOTOS: Judd through the years Play Slideshow Judd on becoming an activist 
 
 Grimes does have the Clintons in her corner. Earlier this month, the former president — a longtime friend of Grimes’s father — privately urged the young secretary of state to mount a Senate bid while assuring Grimes that both he and his wife, Hillary, would get behind her should she decide to take on the powerful Senate GOP leader, according to several sources familiar with the matter. 
 
 (Quiz: Do you know Ashley Judd?) 
 
 Attending an event for former Kentucky Sen. Wendell Ford in Owensboro earlier this month, Clinton privately met with Grimes for about 35 minutes, where they discussed her political future. Sources said Clinton made the case that the Senate bid would offer a bigger platform than the governor’s mansion or the U.S. House race in the 6th Congressional District, covering Frankfort and Lexington, which the Democratic Congressional Campaign Committee had hoped she would pursue. 
 
 Grimes has also met with officials from the Democratic Senatorial Campaign Committee, according to Kentucky Democratic sources. Both the DSCC and Clinton’s office declined to comment. 
 
 The behind-the-scenes jockeying underscores the divide in Democratic quarters over taking on McConnell, the party’s biggest target in 2014, when control of the Senate is at stake. There is a palpable fear among some key Kentucky Democrats that if they nominate the wrong candidate — or engage in a messy primary battle — they will squander their best chance to defeat McConnell since his first Senate win in 1984. 
 
 (PHOTOS: Mitch McConnell’s career) 
 
 Some bluntly worry that Judd — an untested actress-turned-activist — would not be able to take down the McConnell machine while causing headaches for Democrats down the ticket because of her staunchly liberal politics in a conservative state. It’s a fear that McConnell’s allies are only too happy to reinforce. 
 
 “It’s my personal, professional judgment that [Judd] places others on the ballot in peril if some of the fears … come to fruition,” said Dale Emmons, a Kentucky Democratic campaign operative of more than two decades and a Grimes ally. “She places these people at risk by a weak performance on the ballot in this midterm election.” ||||| Looking for news you can trust? 
 
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 This story has been updated with statements from Mitch McConnell’s campaign and Mother Jones. 
 
 On February 2, Mitch McConnell, the Republican leader in the US Senate, opened up his 2014 reelection campaign headquarters in Louisville, Kentucky, and in front of several dozen supporters vowed to “point out” the weaknesses of any opponent fielded by the Democrats. “They want to fight? We’re ready,” he declared. McConnell was serious: Later that day, he was huddling with aides in a private meeting to discuss how to attack his possible Democratic foes, including actor/activist Ashley Judd, who was then contemplating challenging the minority leader. During this strategy session—a recording of which was obtained by Mother Jones—McConnell and his aides considered assaulting Judd for her past struggles with depression and for her religious views. 
 
 Last month, Judd announced she wouldn’t challenge McConnell, whose reelection campaign could become one of the most watched races of the 2014 cycle (if a serious Democratic opponent emerges). But at the February 2 meeting, McConnell and his team were fixated on Judd. McConnell told his aides that at the early stage of the campaign they had to clobber any potential challenger: 
 
 I assume most of you have played the, the game Whac-A-Mole?” (Laughter.) This is the Whac-A-Mole period of the campaign…when anybody sticks their head up, do them out. 
 
 Referring to the Louisville newspaper, he continued, “And we’re even planning to do it with the Courier here shortly”—indicating he was eager for battle with the media. (A female aide piped up, “We’re anxious for that.”) 
 
 For much of the Judd discussion, McConnell was silent as aides reviewed the initial oppo research they had collected on Judd and weighed all the ways they could pummel her. The recording was provided to Mother Jones last week by a source who requested anonymity. (The recording can be found here; a transcript is here.) McConnell’s Senate office and his campaign office did not respond to requests for comment. 
 
 The aide who led the meeting began his presentation with a touch of glee: “I refer to [Judd] as sort of the oppo research situation where there’s a haystack of needles, just because truly, there’s such a wealth of material.” He ran through the obvious: Judd was a prominent supporter of President Barack Obama, Obamacare, abortion rights, gay marriage, and climate change action. He pointed out that she is “anti-coal.” 
 
 But the McConnell gang explored going far beyond Judd’s politics and policy preferences. This included her mental health. The meeting leader noted: 
 
 She’s clearly, this sounds extreme, but she is emotionally unbalanced. I mean it’s been documented. Jesse can go in chapter and verse from her autobiography about, you know, she’s suffered some suicidal tendencies. She was hospitalized for 42 days when she had a mental breakdown in the ’90s. 
 
 In her 2011 memoirs, All That Is Bitter & Sweet, Judd recounts her past bouts with depression, noting that she had considered suicide as a sixth-grader and that as an adult she had checked into a rehab center for depression. (The Jesse mentioned might have been Jesse Benton, whose wife is the granddaughter of former Rep. Ron Paul (R-Texas) and the niece of Sen. Rand Paul (R-Ky.)*—who was hired last year by McConnell to run his reelection effort. Three years ago, Benton worked on Rand Paul’s successful tea-party-driven Senate primary campaign against a GOP establishment candidate handpicked by McConnell. Benton did not respond to a request for comment.) 
 
 The McConnell aides, though, raised the possibility of doing more than calling attention to Judd’s well-known history; they discussed how they could make her seem a true weirdo. After citing Judd’s previous mental-health issues as possible campaign ammo, the meeting leader played a tape in which Judd spoke about the culture shock and blast of sensory stimulation she has sometimes experienced when returning to the United States from overseas: 
 
 I call it the American anesthesia. You know, I come back to this country. I freak out in airports. The colors, the sounds, all those different ways of packaging the same snack but trying to, you know, make it look like it’s distinct and different and convince consumers that they have to have it. I mean all of that. The last time I came home from a trip, I absolutely flipped out when I saw pink fuzzy socks on a rack. I mean, I can never anticipate what is going to push me over the edge. 
 
 The McConnell aides burst out laughing as the Judd quote continued: 
 
 But in a few weeks, you know, I’m driving along smooth roads and I think nothing of it. I’m, you know, choosing between four different brands of cereal from plastic dispensers so that I don’t have to have, you know, ugly, mismatched boxes on my shelf, and I don’t think anything of it. 
 
 Amid the guffaws, the meeting leader quipped, “So pink fuzzy socks are of concern.” 
 
 He also contended that Judd was vulnerable on the religion front: 
 
 She is critical…of traditional Christianity. She sort of views it as sort of a vestige of patriarchy. She says Christianity gives a God like a man, presented and discussed exclusively with male imagery, which legitimizes and seals male power, the intention to dominate even if that intention is nowhere visible. 
 
 He maintained that Judd was no fan of the American family: 
 
 I think too she’s clearly sort of anti-sort-of-traditional American family. I think Jesse tracked this down. She described having children as selfish, and she thinks it’s unconscionable to breed…She also is critical of, of fathers giving away their daughters in marriage ceremonies. She says it’s a common vestige of male dominion over a women’s reproductive status when her father gives her away at a wedding. 
 
 He played another recording of Judd: 
 
 I still choose the God of my understanding as the God of my childhood. I have to expand my God concept from time to time, and you know particularly I enjoy native faith practices, and have a very nature-based God concept. I’d like to think I’m like St. Francis in that way. Brother Donkey, Sister Bird. 
 
 Laughter erupted again, with one guy in the meeting exclaiming, “Brother Donkey, Sister Bird!” The group didn’t seem to realize that Judd was referring to well-known stories about St. Francis, who once preached a sermon to birds—”my little sisters”—and who referred to his own body as the “Brother Donkey.” (In her book, Judd identifies herself as a Christian and often refers to church and prayer.) 
 
 With his comrades laughing about Judd’s reference to donkeys and birds, the chief presenter remarked, “That’s my favorite line so far. Absolute favorite one so far.” 
 
 The McConnellites were keen on portraying Judd as a carpetbagger. The oppo researchers had located clips when Judd had referred to San Francisco or Tennessee as her home. “Not only has she clearly claimed Tennessee as her home,” the meeting leader remarked, “she’s actually mocked Kentucky to Tennessee audiences. She was bemoaning the low voter turnout among women in Tennessee. She said, ‘People, that’s worse than even in Kentucky.'” And, he added, she owned a mansion in Scotland. 
 
 The McConnell team clearly believed that they had plenty to work with and relished Judd’s possible entry into the race. “That’s sort of the tip of the iceberg,” the meeting leader remarked. “Like I said, you know, we’re still drilling down and there’s a wealth of material, and it’s just hard to get all the way around it.” 
 
 After running through Judd’s liabilities, the group turned to Alison Lundergan Grimes, the 34-year-old Democratic secretary of the state, who was (and remains) a prospective McConnell challenger. The fellow in charge of the meeting referred to a Freedom of Information Act request filed “through a third party” that aimed to uncover damaging information about her actions in government, and he noted, “The best hit we have on her is her blatantly endorsing the 2008 Democratic national platform.” He also claimed “she definitely has a very sort of self-centered, sort of egotistical aspect.” His evidence? Grimes “frequently” refers to herself in the third person. And to make this point, he played a recording in which Grimes noted she had made the last name of her in-laws “popular” when she married into their family. He seemed to be working with scraps. As of this meeting, the McConnell squad had not dug up much on Grimes. 
 
 With Judd’s decision not to run, McConnell won’t have to decide whether he must assail an opponent for being candid about her past depression or for holding religious views he can mock as unconventional in order to keep his Senate seat. But he and his crew, no surprise, were prepping for an all-out crusade against Judd. Two weeks after this meeting, Benton was interviewed by a local NPR station and said that McConnell had “set a goal of running the best statewide campaign in the history of United States American politics.” And that, no doubt, included the best oppo research operation McConnell’s hefty campaign funds could buy. 
 
 Update 2: The McConnell campaign has reportedly asked the Federal Bureau of Investigation and the US Attorney’s office in Louisville to investigate how the tape was made. 
 
 Update 3: Here is more from Benton, via NBC News: “Senator McConnell’s campaign is working with the FBI and has notified the local U.S. Attorney in Louisville, per FBI request, about these recordings. Obviously a recording device of some kind was placed in Sen. McConnell’s campaign office without consent. By whom and how that was accomplished will presumably be the subject of a criminal investigation.” 
 
 Update 4/Mother Jones statement: We are still waiting for Sen. Mitch McConnell to comment on the substance of the article. Before posting, we contacted his Senate office and his campaign office—in particular, his campaign manager, Jesse Benton—and no one responded. As the story makes clear, we were recently provided with the tape by a source who wishes to remain anonymous. We published the article on the tape due to its obvious newsworthiness. We were not involved in the making of the tape, but it is our understanding that the tape was not the product of any kind of bugging operation. We cannot comment beyond that, except to say that under the circumstances, our publication of the article is both legal and protected by the First Amendment. 
 
 Correction: The text has been updated to reflect that Benton is Ron Paul’s grandson by marriage only—he married Ron Paul’s granddaughter.
– Ashley Judd can do drama, comedy, and action, but top Democrats are increasingly skeptical that she has the chops to play the junior senator from Kentucky. While Judd looks toward a run for Mitch McConnell's seat next year, party power brokers—including Bill Clinton—are trying to convince Kentucky secretary of state Alison Lundergan Grimes to run instead, reports Politico. McConnell's seat is top of the party's hit list for 2014. A Judd candidacy would guarantee the party both big headlines and fundraising dollars. But some are worried that a Hollywood liberal who currently lives in Tennessee won't play well to a Kentucky base. Grimes, a more established politician with strong family connections in the party, offers a far less controversial choice. But that's assuming Clinton and Co. can convince her to run at all. "Why would [Grimes] take on this race?” said a former McConnell chief of staff. “She could run for a state office with little opposition or run against McConnell and endure $30 million in career-ending advertising." Judd's big sister Wynonna, however, is predictably and firmly in her corner, telling Us Weekly, "Of course I'd vote for her!" Though maybe just because blood is thicker than water: "I don't agree with anything she says half the time. We're so different. But I love my sister. I am for Ashley."