(BEGIN VIDEO CLIPS)

REP. JOE SESTAK, D-PA., U.S. SENATE CANDIDATE: This is what democracy looks like.

(APPLAUSE)

A win for the people over the establishment, over the status quo, even over Washington, D.C.!

(APPLAUSE)

RAND PAUL, R-KY., U.S. SENATE CANDIDATE: I have a message, a message from the Tea Party, a message that is loud and clear and does not mince words. We have come to take our government back.

SEN. BLANCHE LINCOLN, D-ARK.: I believe I'm a part of the solution to what is not working in Washington.

(END VIDEO CLIPS)

BAIER: Just some of the sights and sounds from last night, a big night. We're back with the panel. We start with the big race in Pennsylvania. The Senate race pitting Joe Sestak against Arlen Specter, Sestak the big winner. What about the fallout from this? Charles?

KRAUTHAMMER: I think it's very simple explaining that election. Specter demonstrated the limits of political opportunism. Even by senatorial standards he exceeded it by a margin that was impossible to absorb and to take.

BAIER: Erin?

BILLINGS: Two things. I think it was the party switching, and clearly Mr. Sestak did a good job exploiting that. And two, it's the anti- establishment. Obviously, Specter has been around for a long, long time. And that's what we saw.

BAIER: Fred?

BARNES: You know, Democratic voters voted five times in Pennsylvania against Arlen Specter for Senate when he was a Republican. And just because he switched a year ago he just couldn't get majority to vote for him as a Democrat.

BAIER: Sestak will go up against Republican Pat Toomey, and Toomey is already saying Sestak is the inside Washington guy who will vote for Obama every time.

BARNES: That is not the issue if you're establishment or anything like that. They'll all say the other guy is. What you vote on is do you like Obama's policies or not? Do you like the health care bill or like the way the economy is or cap and trade? That's what matters.

BAIER: Pennsylvania house district 12, the 12th district, won by the Democrat Mark Critz going away really. This was a big win for the Democrats played as such today. Fred, what about it, the fallout on both sides?

BARNES: It was a big win for Democrats for sure. It is a heavily Democratic district and the Republicans ran a bad campaign.

On the other hand, both candidates were against Obama and the policies. Mark Critz the Democrat said he is against abortion rights, he's against gun control. He said he would have voted against the Obama Democratic health care bill. He said he would have voted against cap and trade.

This is a guy who got to the right of the Republican candidate and accused the Republican of being a tax raiser. So look, a Democrat - and it's true. If Democratic candidates do that, repudiate their own party all over the country, they will win a lot of seats.

BAIER: Erin, that district is used to Jack Murtha bringing home the bacon, the pork from Capitol Hill.

BILLINGS: Indeed. He was one of the pork kings, if you will.

But this was a smart campaign. He ran very local. That's what he needed to do. And I think the message that the Democrats got on Capitol Hill today beyond the fact that, oh, my goodness, maybe it's not the tsunami we thought it would be in November, was, hey, you guys need to run your district.

What I'm going to be interested to see is how they re-calibrate or how they go forward. Are they going to say, all right, we'll stick to the plan for the safe votes and we're not going to force, you know, don't ask, don't tell and immigration reform and some of the really sticky toxic issues down the throats of the vulnerable members that really they can't afford to take them.

BAIER: Charles, voter registration was two to one for the Democrats. John McCain did win the district the last election. But did Republicans oversell this race?

KRAUTHAMMER: Yes, look it was tilted Democratic because of a heavy contested senatorial campaign. So that brought out a lot of Democrats, which helped this.

But I think it's reminiscent of what happened in New York 23 in the elections last November where Republicans swept in Virginia and they swept in New Jersey statewide races. But the one race they lost was a House race, which was localized. The issues were localized.

Here again, across the board, it was a good night last night for Republicans, but this House race, I think it demonstrated if you run in your district on local issues, you stay close to the ground. You stay away from nationalizing an election and stay away from Obama and Pelosi and the Democratic agenda in Congress, you have a chance.

I think that there was hubris among Republicans, and I would be included on, this on election night on January 19th after Massachusetts. It's not a slam dunk that it will be a complete sweep in November.

BAIER: Quickly, Erin, Kentucky, Rand Paul a big winner on the GOP side and he will go up against Attorney General Jack Conway. That race?

BILLINGS: It will be interesting to see. Rand Paul has a lot of momentum right now. Obviously, he has the Tea Party movement. He has an interesting dance.

He has to negotiate here, because he will have a big unity rally this weekend with the establishment, but yet he is running as the anti- establishment candidate. So he has to keep the brand as the anti- establishment guy and make sure he doesn't make major gaffes or appear too eccentric.

BARNES: He is running as conservative Republican. He's not running - he is the anti-establishment. Look, it's what he is running on, not what he, you know, says he is.

BAIER: Ten seconds. Arkansas, can Blanche Lincoln pull off the run off?

BARNES: I doubt it. If you don't get 50 percent - if they didn't vote for her the first time, they'll probably vote for the challenger, the lieutenant governor the next time.

BAIER: Charles?

KRAUTHAMMER: I think Fred is right. Even if she wins she is really weakened and will lose in November for sure.