Everyone seemed to be holding their nose as they voted. Even the senator who helped negotiate this budget admitted these cuts are going to hurt.
"Nobody likes this budget; there's not much to like about it," said State Senate President Darrell Steinberg, D- Sacramento.
Steinberg still begged his fellow senators to pass this budget and close the states' $26 billion deficit.
"So let's get our job done tonight expeditiously and then we can start building a positive agenda for California," said Steinberg.
But everyone else seems focused on what's not to like about this budget. Just about every government program is slated to lose money. Some of the cuts make Senator Leland Yee, D-San Francisco, uncomfortable.
"I'm not inclined to be voting to cut education, social services, and health care at this time. The economy is just horrible, there's so many in need right now and this is not the best time to be make these kinds of cuts," said Senator Yee.
Republicans say it's not the time to raise taxes and fought hard to keep any tax increases out of this budget. They're happy about that, but aren't thrilled with proposed cuts to prison spending -- setting up the night's showdown.
"Hopefully we'll be out of here before the sun rises," said Alicia Trost, Stenberg's press secretary.
The proposed cuts have been itemized into 30 bills. Each bill gets debated and voted on in the Senate and the Assembly. It took the Senate an hour and a half to pass two. That's why they're predicting an all-nighter.
"This is a big 'D' for democracy everyone's going to have their say and that's part of the process and that's what makes us California. It's a great state and the most important thing is we're going to get this done and the IOUs are going to stop," said Trost.
Of course that's an optimistic prediction for how the night is going to go. As of 11 p.m., the Senate has passed 16 bills and the Assembly has passed only four. The controversial ones that will be in a long debate are offshore drilling, cuts to education, and taking money from local governments. It promises to be a long night in Sacramento.