A bill eliminating most collective bargaining rights from nearly all Wisconsin public employees passed the Legislature's budget-writing committee just before midnight Wednesday.

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The bill passed with all Republicans backing it and no Democratic support.

"We don't have a lot of options here folks. It's not like we're choosing to do this. We are broke," said Rep. Alberta Darling, R-River Falls

"What you're about to do is destroy the fabric of who we are, and I can't figure out why," said Sen. Bob Jauch, D-Poplar.

Republicans made some changes, but nothing that keeps bargaining rights intact. The issue is at the heart of what attracted more than 10,000 protesters to the Capitol each of the past two days.

"I think this is really putting lipstick on a pig. It's not even lipstick, it's chapstick. You know it's there, but you can't see it. The changes are pretty tough to find,"said Rep. Jennifer Shilling, D-La Crosse.

A childcare worker burst into tears upon the bill's passage, saying it will destroy her union.

"It was like having knives driven into my back. Childcare providers were not here this week because they were taking care of Wisconsin children, and Wisconsin has sent a very clear message about how they feel about family childcare providers," said Anneliese Sheahan, who belongs to AFSCME.

As Democratic lawmakers left the Capitol building after the vote, they were cheered on by protestors were once again preparing to sleep in the building.

The deal will be taken up at 11 a.m. Thursday morning by the Republican-controlled Senate, where Majority Leader Scott Fitzgerald said it will pass. It then heads to the Republican-controlled Assembly.

Fitzgerald said he thinks taxpayers will support the idea.

Fitzgerald said Wednesday that some changes would be made to the bill, but the core parts of Walker's plan would remain, including the provision affecting collective bargaining and another one requiring employees to make larger contributions to their pensions and health insurance.

More rallies and protests are being held at the state Capitol on Thursday after thousands descended on the city's downtown for the second straight day to denounce the governor's plan.

Some lawmakers said that because of the protests and testimony at Tuesday's Joint Finance Committee hearing that lasted 17 hours, they offered some amendments to Walker's proposal.

"We've been working with the governor's office, so he is definitely on board with where we're looking to go. So we are trying to find those good, positive changes that are going to make the bill better, but not necessarily have substantive changes that are going to dramatically alter the bill in a way that some of the protesters might hope," said Rep. Robin Vos, R-Burlington, the co-chairman of the budget committee.

The amendments include some changes to worker protections, but no change to the collective bargaining rights provisions.

"I know there are a lot of people protesting. We've seen it for the last couple days, primarily public employee unions, teacher unions. But you know what? I think there were a lot of people on Nov. 2nd that spoke loud and clear of what direction they want this state to head," Fitzgerald said.

While state Republicans said their changes are responsive to what hundreds told them in committee Tuesday, Democrats said the changes only amount to lip service.

"I think this is really putting lipstick on a pig. It's not even lipstick, it's Chap Stick. You know it's there, but you can't see it; the changes are pretty tough to find," said Rep. Jennifer Shilling, D-La Crosse.

"The tens of thousands of people who have e-mailed and come to the Capitol, who have been on the phones, and our neighbors and grandparents, feel that this is personal to them, and they will be satisfied only when they're assured that workers rights are not going to be taken away from them," said Sen. Bob Jauch, D-Poplar.

GOP lawmakers revealed they will amend the budget repair bill to remove a provision stripping pension and health benefits from state LTEs.

The GOP amendment will also mandate local governments offer civil service protections to public employees similar to those state employees receive.

"It's not restoring collective bargaining in any way, but certainly addresses a concern there was a gap created at the local level," Fitzgerald said.

Among other changes in the amendment, the GOP lawmakers want a 14-day passive review for the Joint Finance Committee on state-owned power plant sales and more review over the Walker administration's ability to make changes to the Medicaid program.