Kilgore resigned as Attorney General in February 2005 to run for Governor (as is the convention in Virginia) and easily won the primary election against Warrenton Mayor George B. Fitch to become the Republican nominee. In the general election, he ran against Democratic nominee Tim Kaine, the Lieutenant Governor of Virginia, and State Senator Russ Potts, a pro-choice Republican who ran as an independent candidate. Early in the race, Kilgore showed solid leads of ten points or more in the polls, but Kaine steadily closed the gap and ultimately defeated Kilgore by a margin of 52% to 46%.