Although encouraged to run for a seat in the Senate in 1946, Clements instead made the race for governor in 1947. In the Democratic primary, he faced Harry Lee Waterfield, a former Speaker of the Kentucky House of Representatives. Not known for his oratory or personality, Clements was a masterful campaign organizer. He secured the support of western Kentucky Democrats by allying himself with Logan County political boss Emerson "Doc" Beauchamp. He chose "Lexington Herald-Leader" editor Tom Underwood as his campaign manager, strengthening his influence in central Kentucky. He befriended Lawrence Wetherby of Jefferson County which helped him with the urban vote and Carl D. Perkins of Knott County which helped him in rural eastern Kentucky.