ALBANY - Gov. Eliot Spitzer, the freshman Democratic reformer banking on record popularity, is facing off against Republican Senate leader Joseph Bruno, an expert navigator of Albany's political waters, in the last two days of the scheduled legislative session.

In the balance are proposals including restricting the influence of campaign donations; a toll proposal for Manhattan to reduce traffic and pollution; as much as $900 million in capital projects statewide; and pay raises for judges and lawmakers.

“Everything is being held hostage, subject to an agreement on campaign finance reform on their terms, the executive's terms,” Bruno said Wednesday.

“The governor was attorney general and a prosecutor and he's used to, apparently, strong arming and mandating ... it does not work in government in New York state. And if the governor hasn't learned that, he's going to learn it.”

Democratic Assembly Speaker Sheldon Silver, leaving a closed-door meeting with Spitzer and Manhattan assembly members, said he was optimistic a deal could be reached with the governor and Bruno on campaign finance reform, New York City's “congestion pricing” traffic plan, and other major issues before Thursday's close of business.

Silver wants changes to the pricing plan proposed by New York City Mayor Bloomberg to charge tolls to reduce traffic and pollution.

The measure is supported by Spitzer and Bruno and could draw millions in federal funds. Silver was cagey, but said Wednesday he's not sure a July special session to vote on an agreement - floated Tuesday - will be necessary.

“Nothing is closed until everything's closed,” said Silver, who disputed Bruno's description of Spitzer as being inflexible and the talks being stalled.

Senate Republicans portray the governor, who campaigned as an Albany reformer, as “obsessed” with producing a win on his campaign finance proposal.

The millionaire governor who can draw donations from Hollywood to Manhattan proposes to cut donations dramatically to limit the influence of money on decisions and spending in Albany.

Bruno, however, opposes some Spitzer provisions including ending what the governor considers a loophole in which companies can form limited liability corporations and contribute 10 times the corporate limit.

Those LLCs are major backers for Senate Republicans, a party fighting to keep the majority over a steadily growing Democratic minority.

The Senate leader will stick by his own campaign finance proposal that doesn't include LLC limits and won't impinge on what Bruno calls free speech, a Senate official close to Bruno said Wednesday.

Spitzer could take that and try to declare a win on one of his major issues, but good-government groups have already criticized the Senate proposal as weak.

If the Albany axiom of “half a loaf is better than none” prevails, campaign finance laws under a long established pattern wouldn't likely be touched again for years.

Good government groups have insisted that now is the best chance in years for significant change.

Although Assembly Speaker Silver said he supports Spitzer's campaign finance proposal, it won't become law without the Senate Republicans' support.

Senate Minority Leader Malcolm Smith on Wednesday called for lifting the session's scheduled end on Thursday, taking the body into next week or longer if necessary.

The Republican-controlled Senate won't go for it.

But Smith's call can be a bit embarrassing publicly for the slim Republican majority and shows Smith's continued alliance with Spitzer, who said much the same thing on Tuesday.

“It's time for overtime,” Smith said.

“If it means we have to sit here until September ... so be it.”

A trend in Albany negotiations, however, has been that the leaders have about three “blow ups” where talks halt, then compromise is quickly reached.

“I think we'll get agreement on significant stuff, maybe at the last minute,” said veteran Sen. Hugh Farley, a Schenectady County Republican.

Still on the table and ripe for a traditional late-session deal with campaign finance are proposals including one that would raise the salaries of lawmakers, commissioners and judges sought by Silver and Bruno; a capital budget critics call “pork” for lawmakers that would fund as much as $900 million for construction projects in legislative districts statewide.

Legislative sessions traditionally come down to wins and losses for leaders in Albany and how they translate to voters and important interest groups.

Spitzer tried hard in last year's election to run up support for what eventually was a record-setting share of the vote and he tries to use that popularity as a tool, often against the Legislature that as a whole has been held in low esteem in polls.

This week's Quinnipiac University Poll, however, gave Spitzer a mixed report.

His personal approval rating is at a high 60 percent and up from April, but only 22 percent of voters think his hard-charging style is working and 42 percent said it contributes to legislative gridlock.