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Larry King Live

Walter Matthau and Diane Keaton Discuss the Making of `Hanging Up'

Aired February 10, 2000 - 9:00 p.m. ET

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

LARRY KING, HOST: Academy Award winner Walter Matthau will join us here in Los Angeles for a rare TV interview, and with him, Diane Keaton, director and co-star of his latest film. She's got an Oscar, too. Matthau, Keaton, the whole hour, next, with your calls, on LARRY KING LIVE.

A terrific new movie opening tomorrow. I say this because I saw it. "Hanging Up" -- it stars Meg Ryan, Lisa Kudrow, Diane Keaton and Walter Matthau. It's produced by Nora Ephron and directed by Miss Keaton, who is both in it and directing it.

And Walter Matthau, back on the screen. It's always great to see you. Let's start first with you. How are you?

WALTER MATTHAU, ACTOR: Terrific.

KING: There are many reports that you were gravely ill. So we're so glad to see you straighten it out for us.

MATTHAU: The first thing someone sent me was copy of "The Enquirer," which it said I died in Jack Lemmon's arms. Now that was not true.

KING: Were you moved though?

MATTHAU: When I read it? Yes.

KING: How did you feel?

MATTHAU: I got scared. I figured somebody knows something, and it hasn't come out yet in the Earth and the planet.

KING: How are you?

MATTHAU: Now I'm fine.

KING: How bad were you? What was it? Tell us. So we know, and we can be comfortable.

MATTHAU: I had five bouts of pneumonia.

KING: Back to back. MATTHAU: Back to back, one bout after another. I was aspirating. In other words, I was not swallowing the food. The food was swallowed and regurgitated in the lungs.

KING: How long were you in the hospital?

MATTHAU: Eight months.

KING: Did you ever think you were going to buy it?

MATTHAU: Oh, yes. I couldn't figure out where I was every morning I got up. I would say, now wait a minute, I think I'm in Tokyo.

KING: Tokyo?

MATTHAU: I've never been to Tokyo.

KING: I'll get to the movie in a minute. I just got to get caught up with...

DIANE KEATON, ACTRESS/DIRECTOR: Forget it. I mean, this is much more interesting.

KING: Now wait a minute, when did you hire him to do this film?

KEATON: Oh God, I mean, I thought of Walter, you know, immediately when I read it.

KING: Who else could play this?

KEATON: I don't know. Not anyone I think.

KING: But was he sick at the time?

KEATON: No, no. He was perfectly fine.

KING: So this was shot before he took ill.

KEATON: This was shot before he took ill and sort of toward the end of while we were shooting.

KING: Were you ever at any time worried that this would be a movie that's posthumous?

KEATON: Oh no, no, no.

KING: You never thought -- you never feared the worse?

KEATON: No, no.

KING: Because we all did.

KEATON: Did you?

KING: There were rumors every day. People were walking around, did you hear about Walter? Did you hear about Walter?

KEATON: No, I think Walter has an amazing will to live.

KING: All right, what turned it around? How'd you get better?

MATTHAU: I don't know. The doctor...

KING: They gave you new medicine?-

MATTHAU: They had some antibiotics which were very powerful for one sort of disease and no good, too powerful, for another kind of disease. So you always try to steer a neutral course. You're in the hospital, you need antibiotics for your pneumonia, and you get the antibiotics, and that knocks out your kidneys.

KING: Oh, so you got kidney problems off the pneumonia problems.

MATTHAU: And be on dialysis.

KING: You're on dialysis.

MATTHAU: Oh, yes.

KING: How many times a week?

MATTHAU: Three times a week.

KING: What's that like?

MATTHAU: Well, I like it because I fall asleep.

KING: You do? It's not painful?

MATTHAU: No. No. Whatever the pain is, if you absorb too much water or any fluid. I found out last night that too much wine is no good.

KING: You drank some wine?

MATTHAU: I had some wine. It was very good wine. I mean, this wine, I'm telling you, it must have been in the area of $6,000 a bottle.

KING: Walter, is it advisable that you drink?

MATTHAU: Somebody said you have to have this wine, and it was so delicious I kept drinking it.

KING: And that affected the kidney?

MATTHAU: Well, the kidney is already a thesaurus (ph). so nothing is going to affect it really.

KING: Are you eligible for a transplant?

MATTHAU: I'm eligible, but a little too old. KING: You're going to be 80, huh?

MATTHAU: I am -- shh.

KING: It's wonderful to be 80 and look like you look. Well, you look terrific.

In fact, he looks better than he looked in the movie. But in the movie, he had to play an older, sick guy, right?

KEATON: Yes, I think he looked great in the movie. I mean, look at that face. I mean, that's irresistible. To me, that's one of the greatest faces ever on this planet.

KING: Wait a minute, are you telling me that Matthau is to you a kind of sex symbol?

KEATON: Well, of a certain order, yes. To me if sex is -- well, never mind. I don't want to go there.

KING: Explain it -- go there.

KEATON: Well, I cannot go there.

KING: What is it about him that a female would find attractive?

KEATON: Well, first of all, in my way of seeing it, it's his mind. I think he has one of the great minds. I think he's really unique, and I think he's just like authentic, and that I think is really rare.

KING: It's an aphrodisiac, isn't it?

KEATON: It is to me, you know; I think it is to a lot of people.

KING: What was he like to direct?

KEATON: I think Meg was a little bit in love with Walter -- I do.

What was he like to direct? I was very, you know, nervous about Walter.

KING: Why?

KEATON: Because he's a man, No. 1, and me directing Walter Matthau is sort of like ludicrous. It's like one of the most absurd things that I can even imagine in life. I remember like about three years ago, I remember Walter and his wife Carol were having dinner at Mr. Chow's, and I remember going My God, I've kind of idolized Walter, I've been a fan for very many years, and so I just watched them. I just looked at them. And if you said to me, you know, that one day I would direct him, I would say there's no possible chance in Hell. So basically, the truth of the matter is I did not direct him. I did nothing. All I would say to him, is I would go in and say, Walter yes, yes, OK, so do you want to do it again? KING: You mean, you said "Don't do it that way?" You never said it once.

KEATON: I'd say, do you want to try it a little more angry if you feel like it? And he'd do it or not.

KING: OK, what was she like to be a director?

MATTHAU: She'd come over to me and she'd say, when you go to the table on the right -- do whatever you want.

(LAUGHTER)

KEATON: No seriously, and the other thing I did with Walter, which I did not do with anybody else in the movie, is I just said, you know, improvise.

KING: You let him have it. You let him go.

KEATON: Totally, because I think that Walter is one of those people that is basically in some way a writer, do you know what I mean?

KING: Yes.

KEATON: I mean, he has a way with words. So I just would say do it this -- your way, and he would fly.

KING: It's a terrific movie. It opens tomorrow. We're going to be showing clips from it. We'll be taking calls.

KEATON: Is it tomorrow?

KING: Yes, tomorrow. It's February 11. You nervous?

KEATON: No, it's the 18th.

KING: They switched it, right?

KEATON: Yes, it's the 18th.

KING: OK. I said tomorrow. It's the 18th.

KEATON: It's the 18th. I am sure.

KING: You're sure? It's a week from tomorrow.

KEATON: Oh yes, I am positive. I'd know.

KING: OK, you would know. You're the director.

KEATON: I hope, yes. Of course.

KING: You've already got spotters all over the country lining up at theaters.

KEATON: Exactly, man.

KING: It opens a week from tomorrow.

We'll be right back with Matthau and Keaton.

Here's a scene from a wonderful -- it's more than just a comedy, "Hanging Up." Watch.

(BEGIN VIDEO CLIP, "HANGING UP")

MATTHAU: Who is it?

UNIDENTIFIED ACTRESS: It's us.

(SCREAMING)

(LAUGHTER)

UNIDENTIFIED ACTRESS: Who is that woman?

UNIDENTIFIED ACTRESS: Cool.

MATTHAU: It's my girl!

UNIDENTIFIED ACTRESS: Hi, daddy.

UNIDENTIFIED ACTRESS: Hi, daddy.

MATTHAU: Georgie Porgy! Eni Meanie!

UNIDENTIFIED ACTRESS: Hi, daddy.

UNIDENTIFIED ACTRESS: Are you OK?

MATTHAU: I am fine. I am great now. Come on in.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: We're back with Walter Matthau and Diane Keaton. They star, and Diane also directs, "hanging up," which opens a week from tomorrow, February 18th. The "Hanging Up" part deals with cell phones, which are everywhere in this movie.

How many cell phone scenes?

KEATON: Oh, my god. Oh, my god. I mean, god, I...

KING: If you're into cell phones, they're everywhere.

KEATON: Everywhere, absolutely, yes.

KING: How did you get to direct this, because when I saw Nora Ephron production, you think Nora Ephron is a director. KEATON: Oh, yes. Well, she's the writer and producer along with her sister, and -- Delia. And really what happened was is I read for it as an actress at a reading and...

KING: To play the part you eventually play...

KEATON: To play the part that I eventually played in. And Nora was, you know, toying with the idea of directing it, and then she decided, you know, not to. And then they thought, oh, well, maybe Diane can direct it. And then they thought, well, maybe she could act in it. And so, that's what happened basically.

KING: Did you like directing yourself?

KEATON: No, no, I did not like it, no.

KING: Your friend Woody did a lot of it, didn't he?

KEATON: Well, that's because, you know, he's a genius. And I personally thank you very much. You know, I don't want to do it again, no.

KING: Walter, did you like this script right away?

MATTHAU: Yes. Literary values all over the place: bounced out, hit you square...

KING: Are you kidding us now or are you being serious?

MATTHAU: No. Serious.

KING: OK. Of course, it is more than a comedy. Much more.

MATTHAU: Oh, it's a very, very solid piece of literary work.

KING: And sad? And very moving?

MATTHAU: It's just human people.

KING: Yes. Did you like that guy right away?

Do you have to like the character you play?

MATTHAU: Well, no. You have to like him as the character. It's like when -- when Olivier was doing Richard III, and somebody came back and said, "Do you like this character, Larry?" And he said: "I hate him. I despise him." And then he said, "It shows in your performance." You're not supposed to let the audience know that you, as Lawrence Olivier, despise the actor, the one...

KING: The part.

MATTHAU: The part. So I -- I'm not crazy about the guy I play. I know the guy I played.

KING: You know him? You know people like him? MATTHAU: I know this guy.

KING: Oh, there is such a guy?

MATTHAU: It was -- there was such a guy.

KING: See, you never know with him, because you lie to me a lot, Walter, in past interviews. I was born in Boston, I was born in Brooklyn. I went to the theaters, I went to the movies. I started in film, I started in character acting. Right? You even told me once you stopped gambling.

MATTHAU: Oh, that was a lie.

KING: That was a lie.

(LAUGHTER)

But you knew this character. OK, you...

MATTHAU: Yes, this character, he lived at the Sierra Towers with his new wife, and...

KING: And he had daughters?

MATTHAU: He was a lush, and he was a womanizer. And he had a big fight with his wife, who was the widow of a famous composer. And she -- he was naked, and she threw him out of the house.

KING: Naked?

MATTHAU: Naked. And he went down to the lobby to the clerk.

KING: And?

MATTHAU: And he said, "Mr. So and so, room 642, I'm locked out."

The guy was looking at him. There were people in the lobby. He got the key to 642, and he went back upstairs. That's the story.

KING: And that's the character you -- that's it?

MATTHAU: That's the character. That particular scene is not in the movie.

KING: No, no, Walter, and it didn't go anywhere. I thought we had a punch line.

(LAUGHTER)

MATTHAU: Do you think that there was -- should have been a punch line?

KING: Yes. In other words, he went down to the lobby, he was nude, he asked for the key. They gave him the key, he walked up and walked in the room. MATTHAU: Right, and I realize that you're right.

(LAUGHTER)

KING: All right. Why did you see him right away as this character?

KEATON: Because look at him. I mean, give me a break. I mean, his body of work.

KING: Explain the father.

KEATON: Well, you know, I think the father is one of those guys that really basically has an obsession with his wife. And he really -- he really didn't...

KING: Who he's not with.

KEATON: Who he's not with. And he just has this compulsion about her, which I think just is -- it's misplaced, and for some reason, he's unable to really kind of connect with his...

KING: Daughters.

KEATON: Daughters. Do you feel that way, Walter?

MATTHAU: Yes.

KING: And they love him. The daughters -- they grow more to love him.

KEATON: Well, I think Meg Ryan...

KING: Loves him.

KEATON: ... in particular does, yes.

KING: You got a performance out of -- I mean, Lisa Kudrow -- I said Kudrow. It's Kudrow, right? Is terrific.

KEATON: Yes, yes.

KING: You're terrific. You got a performance out of Meg Ryan...

KEATON: Yes.

KING: ... like an Academy Award. She was unbelievable.

KEATON: Oh, she shines, I think. Yes.

KING: What she's like to direct?

KEATON: Oh, she's the greatest. And the thing that was really adorable about her was that she had this thing about Walter, and so that every time Walter would do a scene, she just -- she couldn't get through it without laughing. I mean, because it was just like she was so charmed by him and thrown by him. And it brought out something, I think, really vulnerable and adorable and really winning about her.

KING: Oh yes.

KEATON: And I think she literally loved him.

KING: You worked with her before in the...

MATTHAU: Yes.

KING: ... in the Einstein movie. I remember that. You were very good.

Walter Matthau and Diane Keaton, what careers both of them have, Academy Awards in both homes. And they're both in "Hanging Up." It opens a week from tomorrow. Here's another scene.

(BEGIN VIDEO CLIP, "HANGING UP")

MEG RYAN, ACTRESS: Look what I have.

MATTHAU: Oh, you got the Chinese, good.

RYAN: Yeah!

MATTHAU: Did you get the moo goo gai pan (ph)?

RYAN: I got moo goo gai pan and I got the fried shrimp...

MATTHAU: Shrimp!

RYAN: The fried rice with shrimp.

MATTHAU: You know I can't eat shrimp.

RYAN: I didn't know that about you. What do you mean...

MATTHAU: You remember that story when...

RYAN: No.

MATTHAU: ... I scrubbed in for a retroseekum (ph) appendectomy in Hominem (ph) Hospital. The infected appendix -- we never knew it was back of the seekum. Seekum is a useless appendage anyway. I mean, it was an appendix, but it looked sure as dickens like a shrimp. And three years later I tried to eat a shrimp cocktail.

RYAN: What happened?

MATTHAU: Broke out into these half-dollar hives. Haven't had a shrimp since. That's too bad because I like shrimp.

RYAN: Well, I'm sorry. I didn't know that, dad. I can get you something else if you want.

MATTHAU: That's all right. I'll just eat the moo goo gai pan.

RYAN: All right.

MATTHAU: You know that I actually knew a girl by the name of Moogoogaipan (ph). That was her last name.

RYAN: Moogoogaipan?

MATTHAU: Yes. Her first name was Freida (ph). Freida Moogoogaipan.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: We're back with Walter Matthau and Diane Keaton. Some of Mr. Matthau's films include "The Odd Couple," "The Sunshine Boys," "Grumpy Old Men," "Grumpier Old Men," "Odd Couple II," and of course now, "Hanging Up."

Diane Keaton, who won the best actress award for "Annie Hall," also nominated for "Reds" and for "Marvin's Room." Is this your first directing?

KEATON: No, I directed a feature before this called "Unstrung Heroes."

KING: How did it do?

KEATON: It did not well.

KING: So then you had less confidence?

(LAUGHTER)

You had less confidence, did you not?

KEATON: Less confidence?

KING: Did you?

KEATON: No, I mean, it did -- it didn't make money. But it did critically...

KING: But you liked the movie? Yes.

KEATON: OK.

Did I like the movie?

KING: Yes.

KEATON: Yes, I liked the movie because I liked what it's about, because in a certain sense it's about family as well. And it's also about the notion that documentation is key, which is that, you know, saving the past is really important.

KING: Walter, how do you find a role? I mean, how do you find a character?

MATTHAU: You've got to get lucky.

KING: Scripts are lucky, right? You have got to get a lucky script.

MATTHAU: You have got to get lucky. I worked on the stage most of my life -- no, not most of my life. Most of the beginning of my life.

KING: I saw you in "The Odd Couple," one of the great performances.

MATTHAU: 1964 .

KING: You and Art Carney.

MATTHAU: Yes. And...

KING: The stage was good background for you?

MATTHAU: The stage was excellent background ,because you are there alone, open. Your guts are laid bare before the audience, and...

KING: No one can help you.

MATTHAU: No one can help you. And if you don't have that thing called presence, whatever it may be, you just don't show up, you don't come out.

KING: And you bring that to film, too?

MATTHAU: Well, I don't know about that. That depends on the director. I had a hunch about Keaton here. I think...

KING: What was the hunch?

MATTHAU: I thought immediately that she would be one of these absolutely brilliant, crazy, wild, impossible character.

KING: And?

MATTHAU: She was.

(LAUGHTER)

KING: All four?

MATTHAU: She was. It was a joy coming to work, because she was fresh. She was unique. She was clean, pure. There wasn't any "craparini" about her.

KING: "Craparini."

MATTHAU: Yeah. KING: So did you have any disputes during the film?

MATTHAU: Yes.

KING: Over?

MATTHAU: Who got to use the bathroom.

(LAUGHTER)

KING: By the way, do you defer to the aged and the fact...

KEATON: Defer...

(LAUGHTER)

KING: What -- was is it a cold bathroom, is that it?

KEATON: Oh my God, no, I don't think so. I mean, maybe.

MATTHAU: The women's bathroom had paper towels.

KING: And the men's?

MATTHAU: None.

KING: No towels in the men's room?

MATTHAU: No towels in the men's room.

KING: What production company -- who produced this movie?

MATTHAU: I am not giving out any further information.

KEATON: Columbia Sony.

KING: Columbia Sony had no towels in the men's bathroom?

MATTHAU: I saw a guy running out with a whole box of towels. I had to assume at this time that this guy was so cheap he was stealing towels. Reminded me of a time a guy said, you know, this guy is so cheap, he has his pockets lined with rubber so he steals soup.

(LAUGHTER)

KING: We'll be right back with Walter Matthau and Diane Keaton.

The film is "Hanging Up."

Here's another scene.

(BEGIN VIDEO CLIP, "HANGING UP")

UNIDENTIFIED ACTRESS: All right, Eve. I admit that I haven't been there.

UNIDENTIFIED ACTRESS: You admit it? You admit it!

UNIDENTIFIED ACTRESS: But I took calls for him all of those years.

UNIDENTIFIED ACTRESS: You did not. Your assistant did.

UNIDENTIFIED ACTRESS: I told you you needed an assistant. I told you...

UNIDENTIFIED ACTRESS: I have an assistant.

(CROSSTALK)

UNIDENTIFIED ACTRESS: No, I have one!

UNIDENTIFIED ACTRESS: That is not what we call an assistant.

UNIDENTIFIED ACTRESS: He needed me.

UNIDENTIFIED ACTRESS: Oh, and you love it. You just God damn love it. Don't pretend you don't love it.

UNIDENTIFIED ACTRESS: No, it's not Eve's fault, Georgia. Dad depended on her.

UNIDENTIFIED ACTRESS: Nanny, will you mind your own business, please? I can fight my own battles.

(CROSSTALK)

UNIDENTIFIED ACTRESS: Wait a minute, why are you having a family fight without me? You always ignore me. On that Halloween, I was five years old, and I dressed up as a carrot and you two snuck out of the house and went trick-or-treating without me. I am part of this family, OK. I am just as much a part of this family as either of you. And I want to fight.

UNIDENTIFIED ACTRESS: Fine!

UNIDENTIFIED ACTRESS: Fine!

(END VIDEO CLIP)

KING: We're back.

Is there going to be a big premiere?

KEATON: We are having a premier.

KING: I mean red carpet, the whole bit, the lights, the paparazzi?

KEATON: I suppose, yes. I know we're having one.

KING: Are you going to go, Walter.

MATTHAU: I'll see how I am feeling that night.

KING: if you feel OK you'll go, though, right?

MATTHAU: Yes.

KING: You deserve the plaudits of the crowd.

MATTHAU: Yes, I am a little too old now to need the plaudits of the crowd.

KING: You don't need that anymore?

MATTHAU: I don't think so.

KING: How did you get him to sing? I know he sang in "Hello Dolly."

KEATON: Yes.

KING: And he sang once on stage, you're told.

MATTHAU: Yes, in "The Liar."

KING: Yes, in "The Liar." Quick song, though, right?

MATTHAU (singing): (UNINTELLIGIBLE).

(LAUGHTER)

KING: You never made it that time?

MATTHAU: No, because I was the fourth Venetian God. The other three Gods were opera singers and Laymond Agel (ph) listened to me sing, and he said, try mouthing.

(LAUGHTER)

MATTHAU: Which I did, and it worked.

KING: You just moved your lips.

MATTHAU: So for 10 days, I moved my lips. Not a sound came out of me.

KING: How'd you get him to sing in this?

MATTHAU: I did one thing.

KING: He sings the whole end of the movie.

KEATON: Because that song meant a lot to me.

KING: "Once Upon a Time."

KEATON: Yes, I love that song. That sound is so profound for me. And it was something I wanted in the movie at all times always anyway. And anyway, I just said, you know, sing it, right, Walter? And then he sang it.

MATTHAU: Yes, I said, I'll never be able to sing it, because I have to listen to something, and it has to be very beautiful. I said this sounds like one of them dumb songs...

KING: It's not a dumb song.

MATTHAU: ... from the '30s,'40s.

KING: It sounds like a Cole Porter kind of song.

MATTHAU: Well, I've always been embarrassed by popular music and popular lyrics.

KING: Really?

MATTHAU: Yes.

KEATON: Mozart.

MATTHAU: I was a Mozart fan when I was 6, Mozart, Rosini, Beethoven, and it holds true today. If I hear -- if I turn on the radio and I hear popular music, I turn it off.

KING: So when you had to sing "Once Upon a Time," it was sort of like...

MATTHAU: Well, I am beginning to understand now the attraction to popular singers, the crooners. I am beginning to understand what people like when they listen to these...

KING: At age 80, you are now beginning to understand, like, Sinatra?

(LAUGHTER)

MATTHAU: Yes.

KING: Now you've got it figured out that maybe he moves people?

MATTHAU: He's very good.

KING: And by the way, you did a great job with that song. You know why? Because he interpreted that lyric great, right?

KEATON: Exactly.

KING: I mean, he sings this song in this movie, I mean, you just sit there and collapse -- it just -- what a great idea. You're idea, right?

KEATON: Well, it was my idea to have Walter sing that song, yes.

KING: You haven't seen the movie yet, have you?

MATTHAU: No. KING: Are you excited about seeing it?

MATTHAU: Yes, one of the few I am excited about.

KING: Because you don't like movies either, right?

MATTHAU: Generally speaking.

KING: I remember when you were evil. What was that? You were a bad guy. "Seven Days in May?" No,

KEATON: I don't know.

MATTHAU: "Fail Safe?"

KEATON: "Fail Safe." You were like a fascist.

MATTHAU: I was.

KING: That's right. That was a tough movie.

MATTHAU: Based on Herman Kahn, who thought we ought to drop the atom bomb.

KING: Tomorrow.

MATTHAU: Kill 40 million. They retaliate. Kill 30 million, with 10 million up.

KING: That's what he says in the movie -- "We're 10 million ahead." It's worth it. That's some role.

Walter Matthau, with Diane Keaton, the film is "Hanging Up." It opens a week from tomorrow, Friday the 18th. We're going to include your phone calls.

Here's another scene.

Don't go away.

(BEGIN VIDEO CLIP, "HANGING UP")

KEATON: Sorry. I'm very sorry, OK? Really sorry.

MEG RYAN, ACTRESS: I'm sorry, too.

KEATON: I love you very much. Do you know that? I love you. I gave you that great speech.

RYAN: Yes, yes you did. I am very grateful.

KEATON: OK, OK, you're grateful. Shut up.

You know, you -- I have never been jealous of anyone in my entire life, but I have to admit that I am just the tiniest bit jealous of your heart. (END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: As we have said at the start, this is a wonderful movie, a terrific comedy, and as you could tell from some of the clips we have shown, a lot more than a comedy. Walter Matthau and Diane Keaton, they both star in it. Diane also directs it. And Lisa Kudrow and Meg Ryan are also in it, with incredible performances all the way down the line. Even the little parts are perfect.

KEATON: Good.

KING: Did you ever direct?

MATTHAU: Yes.

KING: What?

MATTHAU: I directed something called "Gangster Story," 1958, '59. I was doing a movie during the week with Elvis Presley, it was called "King Creole."

KING: You were in "King Creole"?

MATTHAU: I was Maxie Fields, bad guy.

KING: And then you also directed on the side?

MATTHAU: Then I directed on the weekends, because there was a doctor -- he was a cardiovascular surgeon and he wanted to get into show business badly, and he used to send me a play every week, and he was then -- he became a government -- a coach for kids who were dropping out of college...

KING: And you did a play he wrote?

MATTHAU: I did a picture that he wrote.

KING: Whatever happened to it?

MATTHAU: It was shown a couple of times. It was dreadful.

KING: You were a good director?

MATTHAU: No.

KING: Let's take a call, San Carlos, California, hello.

CALLER: Good afternoon. And it's a pleasure to talk to all three of you. Mr. Matthau, I would like to ask you a question, how is it being you? I mean -- what I mean is, are you cracking up your family and friends as you do us your fans? Because it's unbelievable. I can't imagine not laughing to anything you say.

KING: Are you funny at dinner? MATTHAU: No.

KING: No. Are you funny playing cards?

MATTHAU: No.

KING: No. So you're only -- you're a funny -- you're not funny. You act funny.

MATTHAU: Right.

KING: Do you agree with that?

KEATON: No.

KING: No.

KEATON: I think he's hilarious.

KING: You're hilarious even when the story isn't hilarious, the nude guy in the lobby.

MATTHAU: I can't do standup, wish I could. I have nothing but the greatest admiration and respect for those people who can stand up, tell jokes, tell stories, and get away with it.

KING: I got to ask you about Warren Beatty, because I know how well you work with him.

KEATON: Yes, of course.

KING: I did a little switch there.

KEATON: Yes, that's fine, whatever.

KING: What did you make of him thinking of running for president?

KEATON: I don't know. Did you think he was serious? I couldn't tell.

KING: Well, you never know with Warren.

KEATON: Did you talk to him about it?

KING: One hundred and twenty two times.

KEATON: And what did he say?

KING: I'll think about it. I'll be honest, I'll call you a week from Tuesday. How about Thursday at 4:00? I didn't get you Thursday at 4:00, I'll get you Friday at 6:00.

KEATON: Yes. Exactly. I don't know. I mean...

KING: Did you ever work with Warren? MATTHAU: No, but I like the basketball guy, the guy who is running for president, the basketball...

KING: Bill Bradley.

KEATON: Bill Bradley, yes.

KING: The basketball guy, see, you threw me.

MATTHAU: He -- the basketball guy reminds me of Abraham Lincoln.

KING: He has that look.

MATTHAU: Yes.

KING: Did you bet the Knicks when he played for them?

MATTHAU: I did.

KING: I imagine you did.

Cherokee, Iowa, hello.

CALLER: Walter, will you and Jack Lemmon and Ann Margaret and Sophia Lauren be making another movie?

MATTHAU: Are we going to make another movie?

KING: Yes, another "Grumpy."

MATTHAU: As soon as someone offers us a movie and we can all agree that this is worth a go, we'll do it. But so far no one has offered me the opportunity to make another "Grumpy III."

KING: Can you work while getting dialysis and the like?

MATTHAU: I'll have to work out the times.

KING: But you can work?

MATTHAU: Yes.

KING: Because the treatment takes how long?

MATTHAU: Four hours.

KING: And you have got to go three times a week?

MATTHAU: Right.

KING: Boy, that's taxing, isn't it?

MATTHAU: Very taxing, yes.

KING: So you sleep?

MATTHAU: I sleep during dialysis, and if I get lucky, I can sleep at night.

KING: So you get a lot of sleep during the day and you sleep at night?

MATTHAU: Yes.

KING: What are you going to do next?

KEATON: I don't know.

KING: You're not -- nothing's shaking?

KEATON: Oh, no, no, no, I have a million things shaking, but I don't know. I don't know what I am going to do, I don't know which one.

KING: How much do you like directing?

KEATON: I love it, I absolutely love it.

KING: Because you're in charge?

KEATON: Not just that. I really like the whole aspect of it. I like the editing, I like the preparing of it, I like the visual aspect of it, I like the shooting, I like the camera, but most of all I love the actors, and which is what I am.

KING: So you're an actors' director?

KEATON: Well, I don't know about that, I mean, but I do know that I love the actors, because to me, when the actors come on the set, it just lifts everything up. It just makes it. I mean, that's when the magic happens, at least...

KING: Now, how did you get over the hurdle of being so impressed by Mr. Matthau?

KEATON: I think when you're in -- you know, when you're there and you're shooting, you have to do it and there he is, and you just have to say, OK, I guess we're going to do it -- I know, don't I sound just so articulate about the matter? What do you think, Walter, I mean...

MATTHAU: Well, I listened to you every time you spoke and...

KING: Did you do what she said?

MATTHAU: Most of the time I did what she said, but speaking against her for one minute...

KEATON: Of course.

KING: Yes.

MATTHAU: ... I thought if she didn't tell me what she told me, I would have gotten it by myself. KING: Ah.

KEATON: I think that's true.

KING: You do?

KEATON: Yes, it is.

MATTHAU: But now in thinking about it, maybe I wouldn't have gotten it by myself.

KING: Wait a minute, Walter. You just began -- I just want to show you what you do. You do this a lot to people. You're going to do a criticism of her and the criticism was that you would have probably gotten it by yourself without her having told you. All right, then you stop there. But you go further and say, but on the other hand, maybe you wouldn't have gotten it, that therefore is no longer a criticism.

MATTHAU: Yes. Well, my -- I get that from my mother.

KING: She did that?

MATTHAU: I used to tell her jokes and when I'd finish with the jokes she'd say, yes, then what happened?

KING: I can see her plight.

(LAUGHTER)

KING: Here's a scene from an earlier Matthau presentation, one of the "Grumpy Old Men."

(BEGIN VIDEO CLIP, "GRUMPY OLD MEN")

MATTHAU: You stole her, didn't you?

JACK LEMMON, ACTOR: What?

MATTHAU: She's mine.

LEMMON: Says who?

MATTHAU: Says me.

LEMMON: Yes, well she came to me.

MATTHAU: Bull, you're trying to steal her away just like you did May.

LEMMON: For God's sake, can I remind you, Einstein, May was no prize.

MATTHAU: She was to me.

LEMMON: I was married to the woman 20 years, she was no prize. MATTHAU: She was to me.

LEMMON: Yes. Well, that's why you're a moron. If you had ended up with May you never would have had Amy, and Amy was a good woman.

MATTHAU: She was the best.

LEMMON: And one damn sight more loyal than May ever was.

MATTHAU: Absolutely.

LEMMON: So?

MATTHAU: So what?

LEMMON: Huh?

MATTHAU: What?

LEMMON: What?

MATTHAU: So?

LEMMON: What?

MATTHAU: What?

LEMMON: What?

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: Welcome back to LARRY KING LIVE with Walter Matthau and Diane Keaton. The film is "Hanging Up"; it opens a week from tomorrow. And with us on the phone is Mr. Jack Lemmon. And congratulations, Jack, on the Golden Globe.

LEMMON: Thank you, Larry.

Hey, Walt, I worked with you for decades and now Diane tells me you've got a great mind! Is this true or is it just convoluted? What's going on?

(LAUGHTER)

MATTHAU: Well, we have a way of talking to each other that only we understand.

LEMMON: I see.

MATTHAU: And when she says, "I've got a great mind," you really know what she means.

(LAUGHTER)

KING: Oh!

Jack, how did you two meet?

LEMMON: We met at a restaurant, at Sartie's (ph) in New York. You know, the famous restaurant on 44th. Walter has a different story, but this is the truth.

(LAUGHTER)

I walked in there one afternoon a million years ago, long before we ever came out here and worked together, and Walter was standing at the bar but he was not sitting down. He was sort of leaning awkwardly against the wall in the corner, and I sat in the stool next to him and we started chatting. And every now and then he'd go "Ow!" And I said, "What happened?" And it seems that he had gone to a party with Carol at oh -- whose was it? Out at their beach house, Walter. At her beach house.

KING: Why do you keep saying "oh"? Jack?

LEMMON: You don't remember?

KING: No, neither do you. This is funny.

(LAUGHTER)

This is like "Grumpy Old Men."

(LAUGHTER)

MATTHAU: Who is this talking?

(LAUGHTER)

LEMMON: Nevertheless, what? What?

KING: So what was he saying, Jack?

LEMMON: Anyhow, there was a lot of people there and no place to sit down, and she had a big glass table with very, very thick glass on it in front of the couch. And it looked like it would support...

MATTHAU: Oh, Gloria's table.

LEMMON: ... anybody. So Walter sat on it, and it promptly broke. And it cut him just below the groin very deeply in his leg.

KEATON: Oh.

LEMMON: Now, he's lying there bleeding to death, and everybody is screaming: Call 911. Do this, do that. Get a tourniquet, or whatever, and so forth. And the hostess came over and said, "Look what the hell you did to my table!"

But anyway, that's -- that's -- I remember that story. That's how we met. KING: You two connected as actors. Was that immediate, Walter? You and Jack?

MATTHAU: Absolutely, right on the nose.

KING: Chemistry worked right away?

MATTHAU: Yes, maybe it was because we were doing "The Odd Couple."

KING: Yes, which is a pretty good play.

MATTHAU: Yes.

KING: Were you right comfortable as Felix in that?

LEMMON: Yes, very.

KING: And working with Walter very easy?

LEMMON: Very easy. The only problem was Walter wanted to play Felix. He always wanted to play Felix. He felt that Oscar was too easy for him.

MATTHAU: Yes, I...

LEMMON: Of course, in his performance I think is one of the best comedy performances I've ever seen in my life, without any question.

KING: Jack, would you like to be directed by Diane Keaton?

LEMMON: You bet your sweet patoot. And I am available too.

(LAUGHTER)

MATTHAU: Happy birthday, Jack.

LEMMON: Thank you.

KING: Is today his birthday?

MATTHAU: Yesterday.

KING: How old are you, Jack?

LEMMON: Yes, it was my wine he was talking about earlier.

(LAUGHTER)

KING: How old are you now, Jack?

LEMMON: Seventy-five, but who's counting?

KING: Oh, so Matthau is much older than you.

LEMMON: Oh, yes, he's way up there. Anyhow, I've got something to say to both of you, which is true. This afternoon, Walter and Diane, I met three different people -- one of them was Jeff Blake (ph), who is one of the heads of Sony -- that have seen the picture, and all three had nothing but total raves to say about the picture. And they said the screenings went beautifully and that both of you were superb.

KEATON: Thank you.

KING: You're going to love it, Jack. One other thing, Jack, did you visit Walter in the hospital?

LEMMON: Yes.

KING: Were you as worried as we were?

LEMMON: Yes, I was. I didn't tell him then of course.

KING: The betting was against it, right?

LEMMON: It didn't look good. He didn't look good.

MATTHAU: The score was four to one...

KING: One inning left to play...

MATTHAU: ... in the bottom of the ninth inning.

KING: Two strikes.

MATTHAU: There were two strikes on the batter.

KING: And you are the batter.

MATTHAU: Yes.

KING: Didn't look good.

Jack, you're an American doll. You're an American institution.

LEMMON: Thank you, my friend.

KING: Thank you for calling in. Walter...

LEMMON: You betcha.

KING: Walter, do you want to say thank you to him?

LEMMON: Love to you both.

MATTHAU: Hey, Jack.

LEMMON: Right, bye-bye.

MATTHAU: Take care of yourself.

LEMMON: OK. (LAUGHTER)

KING: You're worried about him, huh? He's a young guy.

MATTHAU: He's young.

KING: Seventy-five.

Wouldn't you like to direct both of them?

KEATON: Yes, I think it would be one of the most exciting things ever.

KING: You ought to do something again together. You ought to...

KEATON: Yes.

KING: ... the two of you. Yes, you ought to.

We'll be right back with more of Walter Matthau and Diane Keaton. The film is "Hanging Up." Bruce Willis tomorrow night. Don't go away.

(BEGIN VIDEO CLIP, "THE ODD COUPLE")

MATTHAU: I've got you now, Felix. There's no place for you to go but down.

LEMMON: Are you out of your mind? You want to fight? Let's go down to the living room, huh?

MATTHAU: I don't want you in my living room. I don't want you in my bedroom. I don't want you in my bathroom, my kitchen, my elevator, my hall or my building. I don't want you at all.

LEMMON: What are you talking about?

MATTHAU: It's all over, Felix, the whole marriage. We're getting an annulment.

Don't you understand? I don't want to live with you anymore.

I want you to pack up your things, tie it up in Saran wrap, and get out of here.

LEMMON: You mean actually move out?

MATTHAU: Actually, physically, immediately.

LEMMON: You mean move out this minute?

MATTHAU: Yes, this minute. If you can do it sooner, I'd appreciate it.

LEMMON: You know, I've got a good mind to really leave.

MATTHAU: Why doesn't he hear me? I know I'm talking. I recognize my voice.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: We're back with Matthau and Keaton. The film opens a week from tomorrow. We go to Berwyn, Pennsylvania. Hello.

CALLER: Hello. This question is for Diane Keaton.

KING: Go.

CALLER: Hello?

KING: Yes, go ahead.

CALLER: This question is for Diane Keaton. Your intern, Cam Mason (ph), was my son. But I did call to ask you whether you think people make analogies between this movie being about a trio of women and "First Wives Club" being about a trio of women.

KING: And she said her son was your intern. Kim (ph) Mason -- was that the name you said? She said -- anyway, what about the similarity, "First Wives Club" and this?

KEATON: I heard nothing. Well, I think the similarity is -- is -- I don't know what to say.

KING: Was there -- except they're three women.

KEATON: I mean, I think that yes, it's three women. But there's also a father and the situation is very different. I think the one is about seeking revenge and the other is about really -- it's really centered on Meg's story basically with her, you know, situation with Walter.

KING: Meg and Walter are the thing.

KEATON: Yes, yes, yes.

KING: You're the players around them, right?

KEATON: Yes.

KING: How did this -- did you like the script right away?

KEATON: I loved the script, because I mean, frankly, it's like what Walter said. I just think that Nora and Delia know how to write, you know? And when you're an actor, you need those words, and they can write. And it's a beautiful, beautiful thing when you can write.

And it's sort of like -- you know, you just read it and you know. And it was very important.

KING: It's nothing like saying lines that are well-written, right? MATTHAU: Lines are it, but I didn't know that when I first got into movies. I didn't want to get near the movies, because the quality of the lines in the play...

KING: Much better?

MATTHAU: Much higher level, much higher level. I turned down -- it was a small part but it was a picture called "From Here to Eternity." And I was supposed to play the husband of...

KING: Deborah Kerr?

MATTHAU: Deborah Kerr.

KING: Good part.

MATTHAU: I didn't think it was much. But just to...

KING: James Jones, good book.

MATTHAU: But just to read the script I thought it was terrible.

KING: But you won a lot of awards.

MATTHAU: I didn't -- I didn't do it.

KING: I know. I saw it. We all saw it. You weren't in it.

MATTHAU: Yes. I was not in it.

KING: Ever -- anything else -- did you ever regret turning down anything?

MATTHAU: Probably, but I can't think of it right offhand.

KING: You?

KEATON: Every -- not really, no.

KING: No, never turned down anything that became a smash that you said, I should have done that?

KEATON: No, no, not really. I mean, I basically took most of the opportunities that came my way. Believe me, I mean, yes.

KING: How's Woody, by the way, you talk to him in a while?

KEATON: He's good.

KING: Yes. Is he going to live in London?

KEATON: Since when, I mean, this is news to me.

KING: There was a thing I read in the paper that he's doing a movie over there and he may live there.

KEATON: I don't think so. That's a surprise.

KING: No. You were always very supportive of him, right?

KEATON: Well, you know, I mean, Woody is my friend, yes.

KING: Yes. Did you ever work for Woody?

MATTHAU: No.

KING: That would be an interesting...

KEATON: Yes.

MATTHAU: No, I'm a big fan.

KING: We'll be back with our remaining moments with Walter Matthau and Diane Keaton. And here's Diane in a scene from "First Wives Club."

(BEGIN VIDEO CLIP, "THE FIRST WIVES CLUB")

KEATON: I just spent the last 25 years with the most self- absorbed, arrogant man on Earth, who is getting married to my therapist, who I paid a fortune...

GOLDIE HAWN, ACTRESS: Oh my God.

KEATON: ... who lectured me on self-esteem.

BETTE MIDLER, ACTRESS: You win hands down.

HAWN: Oh, God. Where is the wife?

KEATON: Well, I am not going to be that woman anymore, you guys. What has happened to us is unacceptable.

HAWN: It is unacceptable. You know, I made all those stupid movies with that Bill. You know, I gave him a career and he stole mine.

KEATON: Yes.

MIDLER: I worked behind the cash register in his first store, in his first 15 stores.

KEATON: Yes. Well, I had gave Aaron a home, and I gave him a daughter, I washed his shorts, I ironed them and I starched them.

MIDLER: You did!

HAWN: You did!

KEATON: Yes. Well, I mean, I supervised.

HAWN: All right. So what are we saying? What do we want, revenge? KEATON: No. We are not talking about revenge. No. I am talking about justice.

(END VIDEO CLIP)

KING: We're back with our remaining moments. Don't forget, next Tuesday night, the Republican debate in South Carolina, I'll be the moderator, it airs at 9:00 Eastern and we'll be live with the three candidates, that's next Tuesday night.

Hattiesburg, Mississippi, hello.

CALLER: Good evening, Larry.

KING: Hi.

CALLER: Walter, my question is for you. You work with the most beautiful women in film and I know Jack Lemmon is insanely jealous that you got this role, but tell us how did you maintain your composure working with three younger co-stars who are each so beautiful, vivacious and talented?

KING: An excellent question, Walter, how did you compose yourself?

MATTHAU: That's a marvelous question, I wish you would say it again.

No, there isn't much I can say about that.

KING: I mean, did they turn you on? You were standing there with these three attractive...

MATTHAU: No, I am not Walter Matthau when I am working, I am whoever I am.

KING: You're the father then?

MATTHAU: I am the father. And when the father realizes that he thinks his daughter is the girlfriend, I was just as shocked as anyone else was. That's a shocking moment. Is that still in the movie?

KING: I don't think it's in the movie, is it? What are you talking about?

MATTHAU: When he's talking to Meg Ryan after she brings him the moo goo gi pan and...

KING: He thinks it's someone else?

KEATON: Oh, yes, right.

MATTHAU: He thinks his daughter is Cleo, his old...

KEATON: Oh, that, of course, yes, yes, right.

KING: That's right, yes. His mind is wandering. See, he beat us both. You directed it. I saw it. He beat us both.

MATTHAU: Well, I become the character that I am supposed to be in the play. I think that's why I became an actor in the first place. I didn't want to be Walter Matthau from the lower east side who tries to get a job as a salesman in the garment center, finally succeeds, makes $35 a week for 40 years and then drops dead.

KING: You wanted to be other people?

MATTHAU: I wanted to be other people.

KING: Why are you an actor?

KEATON: I think that in some way it's the same -- you want the adventure, which you're never going to really have in your life. But when you're acting, it's like your life takes on a kind of dimension that it doesn't in your ordinary -- I mean, and also you get to act with these extraordinary people, like you know, the chance of acting with Walter, or with Meryl Streep, or with Meg, or with Lisa, or all the people that I have had the good fortune to act with, that has been an exciting adventure for me and it has been a moving part of my life.

KING: And you also get to run a magazine if you want to.

KEATON: Yes, exactly.

KING: Which you do in this film, right?

KEATON: Yes, exactly.

KING: Or be a revolutionary.

KEATON: Exactly, yes. And that's really -- stretches your life. It makes it, you know, valuable.

KING: Did you ever take it home with you, Walter, where you would come home at night and still be in the part?

MATTHAU: I don't think so. I think when the day is over, it's over.

KING: Because some actors do, do it -- method actors.

MATTHAU: Well, I used to do it on the stage. We'd finish around 11:00, get all my makeup off and sit around smoking until midnight.

KING: And still feeling in the part?

MATTHAU: And then going out and having a good veal cutlet with some scalloped potatoes.

KING: What does that have to do with staying in the part?

MATTHAU: Well, I'm trying to tell you that I forgot about the part.

KING: Ah, I see. Thank you, Walter, it's an honor not only to always have you with us, but to have you with us.

MATTHAU: Thank you.

KING: And you're great in this movie.

And, Diane..

KEATON: Yes?

KING: You're the best.

KEATON: Thank you.

KING: This is a -- you should be very proud of this work.

KEATON: OK.

KING: I am not kidding. It's a great movie.

KEATON: Thank you.

KING: And you should be very proud...

MATTHAU: Thank you, sir.

KEATON: Thank you, Larry.

KING: ... to be back and alive. And the "Enquirer" was wrong. Jack Lemmon called in. Both of you are as of this time with us.

MATTHAU: Right.

KING: Walter Matthau and Diane Keaton, again the tabloids were wrong, go figure. Anyway, well, of course, this could be a tape couldn't it? No. People called in.

Stay tuned for "CNN NEWSSTAND." Bruce Willis tomorrow night. Tony Robbins on Saturday. I'm Larry King. Good night.

TO ORDER A VIDEO OF THIS TRANSCRIPT, PLEASE CALL 800-CNN-NEWS OR USE OUR SECURE ONLINE ORDER FORM LOCATED AT www.fdch.com

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