Sam Cunningham, who would be the city's first African American mayor, faces Lisa May, who could be the first female mayor.
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Both candidates also grew up in Waukegan and are alderman.
"Obviously, within the African American community, my goal is to make them proud, but more importantly inspire young men and ladies for today and beyond," Cunningham said.
But he knows he needs more than the African American vote to win. North suburban Waukegan is a diverse working-class city with 55 percent of the population identifying as Latino. Cunningham said his vision for Waukegan to thrive is making its lakefront a tourist destination.
"I'm going, similar to the city of Chicago and Milwaukee have done, let's starts a recreation and entertainment to get people down to our community to visualize some of the beauty and natural resources that we have," Cunningham said.
May called Cunningham's vision for the lakefront a pie-in-the-sky idea. She supports turning over the lakefront to the Waukegan Park District. Running as an independent, May said investment must be made in the neighborhoods.
"We need to support our small minority owned businesses, we need to get into the neighborhoods develop our people jobs," May said.
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But May said her first order of business is changing the organizational structure of City Hall by having a city manager run the day-to-day operations.
Cunningham agrees, but would rather have a chief of staff.
Both candidates agree it's time for change.
"We need to take the cronyism and the politics out of city hall, we need someone who cares about people, not their own career," May said.
For now, both candidates said their biggest challenge is reminding voters about Election Day and getting them out to vote.
May and Cunningham plan to phone bank and knock on doors until polls close.