Matthew Maxwell Taylor Kennedy was three when R.F.K. was assassinated. Born the ninth of 11 children, he grew up in the sad, chaotic shrine that was Hickory Hill. Ethel, Robert's widow, was intent on keeping his memory alive through her children. "The R.F.K.s had a very different [experience]," William Kennedy Smith says of his cousins. "There is an enormous focus there on that legacy that perhaps other branches of the family don't quite have to deal with as much."

But it was the darker Kennedy storylines that Ethel's unruly boys often followed, with their recklessness and substance abuse. There was a lost quality to affable, flaky Max. He told interviewer Matt Bai that in reading the 1958 psychoanalytical text The Quest for Identity, he saw himself.

Max's quest drew him to Bobby. He became curator of R.F.K.'s papers and pored over his father's book collection to see which parts had been underlined. Eventually, he compiled Bobby's best speeches and favorite passages into a book, Make Gentle the Life of This World: The Vision of Robert F. Kennedy. "Obviously, this project is an attempt to make whole a part of myself," he told the Palm Beach Post. But Max insisted he was not interested in bearing the weight of his father's legacy. "Carrying the torch?" he said. "That is so not me."

At least not until Joe Moakley, South Boston's beloved 15-term Congressman, announced last February that he was dying of leukemia. Max had bounced around the country from Los Angeles to Philadelphia, but in the carpetbagging Kennedy tradition, he suddenly bought a five-bedroom colonial in Moakley's blue-collar district. Patrick arranged for his cousin to have an audience with Moakley. Max tapped the Kennedy union connections, fund-raising network and advisers. Almost overnight, he became the presumed front runner in a potential field that included at least half a dozen seasoned pols.

Then voters got a look at him. In his first big speech, at a May 17 breakfast honoring his father, Max dug at his ear and mumbled. He giggled and spaced out, and at a second event later that day, identified the long-retired Byron White as a current Justice of the Supreme Court. Columnists started calling him "Hey Dude" and "Rainman."

Ted sensed a major problem. The Senator is a constant presence in the lives of his children, nieces and nephews, a mentor and a sounding board. He will let his staff sit in when another Senator calls - sometimes even when the President is on the line - but everyone in the office knows that "when any family member calls, you immediately get up and leave," a former aide says. As chief protector of the Kennedy franchise, "Ted understands that every time there is a Kennedy name on the ballot, the stakes are high for the entire family," says Brown University's West, who wrote a biography of Patrick. By the time Moakley died, on Memorial Day, the Senator's misgivings about Max were mounting. In an extraordinary breach of family secrecy, word leaked to the Boston Globe. Privately, Ted laid out the realities for Max as bluntly as he could, according to two sources familiar with the conversation. You can win and you have an advantage, he told his nephew. But it will take a lot more work - and it will get ugly.

Max got a taste of what Ted meant in mid-June, when the Boston Herald reported that Max and his first cousin Michael Skakel - now charged with a 25-year-old murder in Connecticut - were arrested in 1983 for assaulting a Harvard campus cop. Then came a Globe poll showing Max in a dead heat with state senator Stephen Lynch, an ex-ironworker who grew up in the blue-collar Southie neighborhood. That weekend, four days before Max was to announce his candidacy, his press spokesman, Scott Ferson, got a call from Hyannis Port. "I'm not going to do this," Max told him.

The political world Max ducked out of was vastly different from the one big brother Joe sailed into in 1986. Joe's gifts as a campaigner and the Kennedy machinery had propelled him to Congress, blowing away an 11-candidate Democratic field in his first run.

The problems started when he got there. Bobby's eldest son picked fights with his colleagues, who conspicuously left committee hearings when his turn came to speak. A female lawmaker recalled that when Joe noticed her fiddling with a bra strap during a caucus meeting, he leaned over and whispered, "You need any help with that?" His fits of temper drove staff members away, but they saw a vulnerable, insecure side as well. "There was this huge fear of failure. His mother fueled that a lot," recalls one. Ethel told Joe he would never be what his father was, that he was not as smart, not as talented. "When he would get off the phone with her," the former aide recalls, "he would literally look deflated."

When Joe finally buckled down, he made a Kennedyesque imprint on the Banking Committee, lending his star power to legislation that helped poor people get loans and housing. But he was acutely aware of the opportunity he had squandered. "You'll do fine," he advised Patrick when his younger cousin arrived in the House in 1994. "Just don't do it the way I did it."

Joe had all but announced that he was running for Governor in 1997 when he was hit by two scandals: his ex-wife's devastating book detailing the breakup of their marriage, and the disclosure that his brother and campaign manager, Michael, had been having an affair with a teenage babysitter. His cousin John Jr. wrote that Joe and Michael were "poster boys for bad behavior," and Joe's lead in the polls evaporated. He withdrew from the primary and, after Michael was killed in a skiing accident the following New Year's Eve, from politics entirely. He again came close to running for Governor last spring, then backed away, fueling speculation that he might be holding out for Ted's Senate seat, should his uncle, who turns 70 next year, hang it up in 2006. But a friend who has seen him lately is not so sure. Joe is making money, giving speeches and sitting on boards while he runs his nonprofit energy company, and doing what he wants with his weekends. "He really is, for the first time, as much at peace as he can be," the friend says. "He's a lot wiser than he was 15 years ago. He knows himself pretty well, and he just wants to be happy."

GETTING IT RIGHT

KATHLEEN KENNEDY TOWNSEND

When Joe was sweeping the field in Massachusetts in 1986, his elder sister Kathleen Kennedy Townsend, then 35, was racing around blue-collar neighborhoods outside Baltimore, her slip showing and her hair a mess. She had moved to Maryland two years before to be near her husband's family. Ignoring the Kennedy precept that home is where the opportunity is, she had bought a house just outside a reliably Democratic district. So when she decided to run for Congress, she found herself up against a nearly unbeatable Republican Congresswoman. Kathleen seemed unsure how - or whether - to capitalize on her biggest political asset: her maiden name. The name explained why national reporters were trailing her quixotic campaign, but she didn't use it on her bumper stickers and declared that she was running "as my own person."

Big mistake. By Election Day, the party had written her off, removing her name from its list of priority candidates. She lost by 18 percentage points - the only Kennedy ever to lose a general election. What she needed to learn was how to break the Kennedy mold without destroying its value.

If she was ambivalent, Parris Glendening wasn't. Glendening, who barely knew her, put her on his gubernatorial ticket in 1994 primarily for the Kennedy name. But part of the deal was that the traditionally invisible Lieutenant Governor's office would get a portfolio that included criminal justice and economic development. When they nearly lost their re-election bid in 1998, a last-minute ad campaign starring Kathleen saved them. Internal polls saw their numbers jump 12 points when her name was mentioned.

Today the Lieutenant Governor sits in a Maryland statehouse office once

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