Los Angeles is one of America's top Democratic power centers. But with crime up and homelessness out of control, voters there may just be restless enough to embrace a billionaire businessman and longtime former Republican who sits on the Ronald Reagan Presidential Foundation board to be their next mayor.

Driving the news: A crowded June 7 ballot has boiled down to a showdown between Rick Caruso and Rep. Karen Bass (D-Calif.). Bass was on President Biden’s shortlist of running mates in 2020 and is giving up a safe seat for her shot at running America's second-largest city.

Why it matters: A first place showing for Caruso would send shockwaves across the Democratic Party and provide another data point that midterm voters in deep-blue places are fed up.

• But even a second-place finish would almost certainly keep him in play for November. With a dozen names on the ballot and some polling putting Bass, 68, a Black woman, and Caruso, 63, neck and neck, neither has an easy path to clear the 50% needed to avoid a runoff.
• Some Democrats have even privately fretted that Caruso could win outright before anyone figures out what's happening. He has spent some $37.5 million of his own money. Bass‘ campaign has raised $3.5 million and received $1.1 million in matching contributions.

The big picture: This year's mayor's race has all the trappings of a Hollywood production: celebrity clashes, big money, drama and nods to past classics.

• Jeffrey Katzenberg is backing an independent pro-Bass group spending roughly $1 million in a new campaign with TV ads that liken Caruso to Donald Trump. Caruso has disputed the comparison, accused Katzenberg of lying and tried to get the ads taken down.
• The race has echoes of other contests in which the electorate's dissatisfaction with crime, the economy or the political status quo upended Democratic orthodoxy.
• Think Eric Adams' win in New York. Michael Bloomberg's legacy. Dick Riordan’s time as L.A. mayor for most of the 1990s. And the 2002 California recall campaign against Gov. Gray Davis that paved Republican Arnold Schwarzenegger's ascent.

The intrigue: President Biden may even get a cameo. That's because he's set to host the Summit of the Americas in L.A. during election week.

Behind the scenes: Caruso has developed some of L.A.’s most iconic shopping centers, known as clean, safe, family-friend venues.

• He was a Republican for most of his early developing days but switched his registration to independent in 2011. Earlier this year, he declared himself a Democrat before entering the race.
• He's made the homelessness crisis and crime centerpieces of his campaign. A former president of the city’s police commission, Caruso is vowing to hire an additional 1,500 cops.
• Bass is addressing the same issues from a different perspective. "We have to build the facilities,” she said at a forum hosted by KCRW on May 20. “This is the problem that goes back to Reagan when we deinstitutionalized facilities."
• The L.A. Police Protective League, a pro-police union, is running a $3.5 million ad campaign against Bass, the local ABC affiliate has reported.

What they're saying: “Los Angeles is in a crisis: Homeless, crime and corruption are uncontrolled," Peter Ragone, a Caruso senior advisor told Axios. “This is a moment for someone like Rick to come in and clean up City Hall."

• Anna Bahr, a Bass spokesperson, told Axios: "Voters have a choice in this race — between a billionaire real estate developer who has never built a single unit of affordable housing despite 50,000 people living on our streets, and a Black community organizer who has spent her life running toward this city's crises and solving them."

Garry South, a longtime California Democratic consultant, expects the contest to advance to a runoff that will be decided by an angry electorate.

• “Even here on the heavily Democratic westside of L.A., there’s frustration that the city has not grappled with the homeless situation,” he said. “It’s pretty dire. Every underpass is occupied. There are tents in every park. You can’t walk down the sidewalk.”
• Despite Caruso's party switch, he said, voters' choice boils down to a woman of color versus "a rich white Republican businessman."

Bill Carrick, a California Democratic strategist whose candidate dropped out, summed up the race like this: "Obviously, Karen Bass would like to put Rick Caruso in a Republican box — or even a Trump box. But so far that hasn’t happened."

California Republican strategist Rob Stutzman told Axios’ Margaret Talev that the broader dynamic of voter desperation is playing out in other campaigns in California, including efforts to recall district attorneys in San Francisco and L.A. County.

• The juxtaposition of L.A.’s homeless tent cities against Caruso’s record of creating “really nice, clean, safe spaces where people of all ideologies like to go” is a clear contrast.
• Polling also suggests Caruso is popular with many Latino voters, Stutzman said, a key demographic in the city, and that more Latino voters could shift his way in a runoff.
• “Rick’s not a Republican alternative,” Stutzman said. “He left the party quite a while ago. He’s always been more of an independent.”
• “He’s got the benefit of being the classic outside at an outsider moment.”