If you can't beat 'em, imitate 'em.

That's what former White House spokesman Bill Burton is doing by helping launch two groups that will use new freedom from fundraising restrictions to create a parallel and unofficial Democratic counterpart to a Republican effort that helped the party make historic gains in last November's midterm elections.

Burton has become a senior strategist for the groups Priorities and Priorities USA, a direct challenge to two groups that were launched by Karl Rove and Ed Gillespie, two of former President George W. Bush's top political advisers. American Crossroads and Crossroads GPS raised more than its goal of $52 millions dollars in the last election cycle, funding attack ads against Democrats across the country. The groups have pledged to raise and spend $120 million through 2012, reportedly part of a larger effort with other conservative groups to raise and spend $500 million.

In the last election cycle, Crossroads didn't have to disclose its sources of money after a controversial Supreme Court ruling making it easier for groups to conceal donors to raise more money in unlimited amounts. Among the other groups that helped Republicans raise millions was one founded by the billionaire Koch brothers called Americans for Prosperity.

Even though President Obama and other Democrats decried the Supreme Court ruling, they're now fighting back by playing the same game.

"While we agree that fundamental campaign finance reforms are needed, Karl Rove and the Koch brothers cannot live by one set of rules as our values and our candidates are overrun with their hundreds of millions of dollars," Burton told Fox News.

The other senior strategist for the groups is Sean Sweeney. Former Bill Clinton adviser Paul Begala, now a CNN analyst, will be a senior adviser to the efforts.

"We're eager to meet Karl Rove and the Koch brothers in the public arena," Begala said in a written statement. "As long as they're spending millions telling lies in their effort to destroy the middle class, we will answer them by telling the truth."

Among the first supporters of the groups are Ellen Malcolm, Harold Ickes, Greg Speed, Rob McKay, Jon Youngdahl and Jay Dunn – who will all lend advice on strategy and fundraising support. Some of the first contributions came from SEIU and Jeffrey Katzenberg, who is also going to help raise money for the effort.