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Larry King Live

Remembering Walter Matthau

Aired July 13, 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: Tonight, memories of the late, great Walter Matthau, Oscar-winning actor and all-around remarkable guy. With me in Los Angeles, Walter's close friend and many-time co-star Jack Lemmon; Carol Burnett, who co-starred with Walter in "Pete 'n' Tillie" and "The Marriage Fool"; Dyan Cannon, she was "Out to Sea" with Matthau and Lemmon, and Walter's son, Charlie, who directed his dad and had parts in some of his movies. They are all next on LARRY KING LIVE.

This is our tribute and stroll stole down memory lane regarding the late Walter Matthau, who died last Saturday morning, about two minutes before arriving at St. John's Hospital here in Santa Monica, California. His last appearance was on this program, February 28. We replayed that interview last Saturday night. We have great some talent with us tonight to reminisce.

Let's start with Walter's son, Charlie. It's like seeing Walter again, he looks so much like him. The night he died, tell us the circumstances. Where were you? What happened?

CHARLIE MATTHAU, SON OF WALTER MATTHAU: I saw him about 6:00 that night, and I...

KING: That was Friday night.

C. MATTHAU: That was Friday night. I went over to his house, and I told him I was going to the track to see a few races.

KING: A Matthau legacy.

C. MATTHAU: Yes, and I said, you know, if you're up when I come back, we'll hang out, otherwise I'll see you in the morning. And on my way back that night, I checked in with the answering machine, and I got the call that I have dreaded all my life, which was the nurse saying that she was in the ambulance and to go over to St. John's. I went over to St. Johns hospital, and you know, he had been in poor health, and I was definitely fearing the worst, but I -- you know, I went in, and they said they were working on him, and then the doctor came out, and I just said to him, "Is he still alive?" And the doctor said, "No." Because I didn't -- I wanted to cut to the chase. I didn't want the doctor to -- I had directed my father actually in a scene where he learned his wife dies in a TV movie that we did a few years ago, and it was too much like that. It kind of freaked me out a little bit. KING: How did you learn of it Walter -- Walter -- it's so much in my head. Dyan, how did you learn of his death?

DYAN CANNON, ACTRESS: The night that it happened, friends called me, told me that he was gone, and I said, not in my heart. And in hearts of most people that live in the world. I -- you know, and that's true. I mean, I really believe that. Because for me, the gift that Walter was, and is, is the humor, and the humor lives on in your hearts.

KING: We'll always have it.

CANNON: We'll always have it, so he is -- of course it saddened me.

KING: I guess no one was closer or more closely identified with him than you, Jack, fair to say, right?

JACK LEMMON, ACTOR: Probably, because of all of the films, yes.

KING: Was it also a friendship?

LEMMON: Very close.

KING: Developed from acting together?

LEMMON: Yes, that's how it started, yes.

KING: How did you learn of his death?

LEMMON: If Walter knew, he'd say, "I might have none it." I was sitting on the throne, in the john, and Felicia, my bride, came in, and she had been up, I was getting up, and this was in the next morning, and she came in, and she knocked and came in, and bent over gave me a kiss -- sh*t!

KING: Did you know right then? No?

LEMMON: She said she's not going to smile anymore,

KING: Carol, how did you learn?

CAROL BURNETT, ACTRESS: I was in Santa Barbara, I was doing a thing up there for Music Academy, and it was in the morning, and a friend of mine called, and said they heard it, that he had heard it over the radio.

KING: When someone is very sick, and Walter obviously went through some bad, tough times in the last few years, is it still a shock?

BURNETT: Oh, yes. Well, he was sick so much, but he kept rallying, and I had just spoken a week before to Carol, his wife, and she -- Walter had come home from the hospital, and she said he was eating and doing a lot better, and she said I hate having him in the hospital like that, and he's going to get a whole lot better being at home, and come over for lunch, you know, when he starts to get his bearings better, and I was -- in fact, I would have gone over that week.

KING: What was he like to work with, professionally? The truth.

CANNON: Well listen, first of all, I always did my makeup in the morning alone. I like to be in my trailer -- hi, honey.

LEMMON: Excuse me.

CANNON: In my trailer, on my own, doing my makeup, but when I worked with him, we did our makeup together because he liked to play and sing opera, and he would sing with a voice that would rise above all the makeup, and all the noise, and all the furor, and they'd be bringing him donuts, and he'd say, "Get away," and he's walk in, and there'd be rock 'n' roll going on, and he'd say, "It's time for Puccini," and he'd put on his opera, and he's sing to it.

KING: Could he sing?

CANNON: Oh, sing beautifully.

KING: Did he sing a lot at home?

C. MATTHAU: Oh, yes. Oh, yes.

KING: He never sang -- he sang in...

C. MATTHAU: "Hello Dolly."

KING: "Hello Dolly." That's the only movie he sang in, right?

C. MATTHAU: And Pete 'N' Tillie," he sang that song. I -- was that in the movie?

BURNETT: No, it wasn't, but he made a record of it.

C. MATTHAU: Made a record of it.

BURNETT: Yes, he made a record of it.

KING: Professionally, was he always prepared? Billy Wilder said he never made mistakes.

CANNON: Never, never, and sometimes he would tell me that he would read the script just -- the scene just before the take. How did he do that? Easy to memorize.

LEMMON: He lied a lot.

CANNON: Did he?

(LAUGHTER)

KING: He did lie a lot, right? LEMMON: He lied a lot. He'd go into closets. He knew everybody's lines, not just his, everybody's, before they ever started.

KING: He lied a lot about his life, too, right? He told different biographies. Everybody had different year of birth, different background, then he had people -- he came from Asia, he was a stowaway, right? He liked doing that.

C. MATTHAU: You mean that's not true.

(LAUGHTER)

KING: We're just warming up. The life and times of Walter Matthau with his son, and three of his great friends and three extraordinary talents as well.

Don't go away.

(BEGIN VIDEO CLIP, JULY 3, 1997)

KING: When did friendship begin?

LEMMON: I think right away.

KING: From making "Fortune Cookie."

LEMMON: Yes, we got along right away.

KING: Your wives are friends.

WALTER MATTHAU, ACTOR: How could you not be friendly with him. This man is mainable (ph), delightful.

KING: One of the easiest people to be around.

W. MATTHAU: Yes, generous.

KING: All right, but what did you see in him?

W. MATTHAU: No ego problem, he has no ego problem. This man is without an ego.

(LAUGHTER)

LEMMON: What is that? A Yugoslavian car?

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE FORTUNE COOKIE")

W. MATTHAU: Sure, those insurance guys are tough and they're smart, but I'm just as tough, and I know all their tricks. They're going to hit you with hammers. They'll stick pins into you. LEMMON: Not me.

W. MATTHAU: All you have to remember are which nerves are damaged. From the middle of your ring finger to your thumb, your numb. As for your leg...

LEMMON: Don't lose yourself in details.

W. MATTHAU: I don't care if they get 100 doctors to examine it. if you say that your back is killing you, they can't prove it isn't. That's what we call pain and suffering, and the money you get for that is tax-free.

LEMMON: What pain? What suffering?

W. MATTHAU: You never can tell about a back injury. You may think you're all right, but six months from now, you suddenly start having dizzy spells, muscle spasms, sciatica, you can't work anymore -- then try to collect!

LEMMON: There is nothing wrong with my back -- if you'd just get off it!

(END VIDEO CLIP)

KING: He won the Academy Award for that.

LEMMON: You bet you. It was first scene that we did in the film.

KING: Really?

LEMMON: Yes. It was about, 9:00 in the morning, I walked on the set, and Walter was sitting on the steps, we hadn't -- you know, he said, hi, how are you?

KING: But didn't know each other.

LEMMON: But we knew each other, but only slightly socially. And he was sitting on steps of those little canvas trailers that they had on the sets, the little makeup pup tents or whatever they are. Anyway, he's sitting on the steps, and I walked by, and said, hey, and I look up and he says, "Do you how a Japanese rabbi gives a circumcision? And I said no, and he said cha-cha-chai-ya-wa!

(LAUGHTER)

LEMMON: I knew it was going to be fun.

KING: We talked to him about his line. This is his official biography. I want to give this to you. As he officially approved it, he was born Walter Matuschanskayasky on October 1, 1920. His real name was M-A-T-U-S-C-H-A-N-S-V-A-V-A-S-K-Y (sic). That was printed in "The New York Times" and every obit. You're saying that was not his name.

C. MATTHAU: Not really, no.

KING: What was his real name? Matthow with an O-W, and then he changed it to H-A-U when he was in acting class.

KING: Why?

C. MATTHAU: Because it...

KING: Looks better.

C. MATTHAU: Yes.

KING: Where -- who came up with Matuschanskayasky?

C. MATTHAU: Well, he did a movie in mid-70s called "Earthquake," and he got tricked by the producer to be in it. They said he was going to be in there for a five-second cameo, and they ended up cutting him in all throughout the movie, and he was so embarrassed by this movie that he changed his billing to Walter Matuscha...

(LAUGHTER)

KING: So that's where he got that name?

C. MATTHAU: Yes.

KING: But then he let it ride in bios.

C. MATTHAU: Well, his father came from Russia, and so presumably at Ellis Island, he had a name that was like that.

KING: Presumably, but he didn't know it was Matuschanskayasky?

C. MATTHAU: No, he made that part up.

KING: As a craftsman -- we've talked to you a lot about craft -- explain, Carol, what his uniqueness was?

BURNETT: Well, I think, for me, when we worked together, it wasn't any different than when we went to lunch or we talked socially, he just was that. There was no acting, no agenda, no nothing with him. What -- I think what he was thinking always came out of his mouth.

KING: So he never look like acting?

BURNETT: Never, never.

KING: And he never felt to the other actor like he was acting.

BURNETT: No. Sometimes he'd be saying a line from the script, and I just broke into a regular conversation with him. I had no idea he was reading from the script.

KING: Does that make it easier, Dyan, for the performer working with him? CANNON: I think so. I think it does. For me, working with Walter and Jack, I felt like the, you know, the white part of the Oreo, the white part in middle of Oreo, I felt like these two bookends squeezing out the best in me. That's what it did working with them, because they were so -- there was no gear change. It was off the set and the same thing, just right into it.

KING: We will be going to phone calls as well.

Jack, did you -- the term "natural" gets used a lot in sports. Was your rapport with him natural? Did that just come naturally?

LEMMON: Totally. It was like sitting down, as Carol was intimating I think. No acting showed. He would be the character, and he wasn't the same all the time. I mean, he was the character, but it came out of him and emanated from him so naturally that it just seemed like Walter and not the character.

KING: We associate him so much with comedy, but he'd done some parts where he played some scary guys. That political movie. Was that...

BURNETT: "Fail Safe."

KING: "Fail Safe."

W. MATTHAU: "Fail Safe," and the one with Andy Griffith, "Face in the Crowd."

KING: "Face in the Crowd." I mean, in "Fail Safe," he was a terrible guy.

C. MATTHAU: Well, he started off playing heavies, and...

BURNETT: "Charade."

C. MATTHAU: Yes.

KING: Like Carry Grant.

LEMMON: I was there.

KING: Were you married to Carry Grant?

LEMMON: No, that's when Carry was pursuing me, and I was there, and Walter was in that movie, and he, and Audrey and I used to get hot fudge sundaes. He loved hot fudge sundaes. After we broke on the set every night, we'd go and get our hot fudge sundae, and I'd sit on the set and Walter. That was the first time I met him. What a comic genius.

KING: You liked him right away?

CANNON: Right away.

KING: Did Carry like him? CANNON: Loved him. Cast him in a movie.

KING: Did he have any enemies? Did he have every people that didn't like him?

C. MATTHAU: You know, not that I'm aware of.

KING: Everyone in this business has somebody that says...

BURNETT: He scared me at first.

KING: Really?

BURNETT: Yes.

KING: He intimidated you.

BURNETT: Well, I let myself be intimidated, and I remember when I was so nervous, and excited, and scared when we were going to about "Pete 'N' Tillie" together, and -- because I'm a little screen person, and here is this icon already, and he would try and make me feel a little bit better, but I was just in such awe, and finely he said, well, come on, we're going to go to have lunch at the studio, you know. I'm thinking, oh my God, I'm going to eat with Walter Matthau, and what am I going to say? Because I was terrified. So we're sitting there, and I ordered something simple like a salad, and the lettuce kind of hanging, and making this small talk, and there were these pauses you could drive a truck through? And he is -- I know he is going to try to -- I don't know what he was going to do. Anyway, he said to me, finally, "So, why do you do all this television crap?"

(LAUGHTER)

BURNETT: And all of a sudden, I had words coming out of me. I could talk to him, the fur went up, and I said well, Walter, how long does it take you to make a movie? You know, you do about two or three movies a year. That's how much? Eight weeks? Ten weeks? He said, yes. I said, are all of them wonderful, or could you say some of them was a piece of crap? And he said, well, some can be a piece of crap. I said, well, look it takes you eight weeks to make it and it takes me five days to make a piece of crap. And he totally released me.

KING: Speaking of that wonderful movie, watch this from "Pete 'N' Tillie."

(BEGIN VIDEO CLIP, "PETE 'N' TILLIE")

W. MATTHAU: I'm how haul are you.

BURNETT: Five'6", 5'7". Why?

W. MATTHAU: Well, I just read some magazine someplace about a woman nearly 7 feet tall.

BURNETT: What about her? W. MATTHAU: Well, naturally, she didn't like being nearly 7 feet tall, so she had an operation. Sections of bone removed from both legs, about 6 inches or so, making her a reasonably normal height.

BURNETT: I'm glad for her.

W. MATTHAU: Well, she was happy, the surgeons were happy, but they forgot one thing. When she got out of bed, her arms hung down to her knees.

BURNETT: That's some story to tell a girl on her bridal night.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE ODD COUPLE")

W. MATTHAU: I got you know, Felix! There's no place for you to go but down.

LEMMON: Are you out of your mind? What? Do you want to fight?

Let's go down to the living room, huh?

W. 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 in my building. I don't want you at all!

LEMMON: What are you talking about?

W. 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?

W. MATTHAU: Actually, physically, immediately.

LEMMON: You mean move out this minute?

W. MATTHAU: Yes, this minutes, if you can do it sooner, I'd appreciate it.

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

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

(END VIDEO CLIP)

KING: Greatest stage comedy ever? Jack, was the stage play -- was that one of the great comedies ever put on on a stage, one of the great performances?

LEMMON: Oh yes, and I think that Walter's performance was the best performance I've ever seen in comedy.

KING: What was he doing there? Obviously, it's a great script and a great idea.

LEMMON: He was just playing the hell out of that guy, that's what he was doing. He just -- he was Oscar. He wanted to be Felix, he always did, and he was plaguing Mike Nichols when out of town, who directed the play, and Neil Simon, of course, who wrote it, saying that Oscar is too easy. He says, let me do, Felix, I can really act, and Neil Simon said, well, act in somebody else's play; in my play, do Oscar.

KING: Was it fun doing Felix?

LEMMON: Oh, yes. It was great.

KING: Did you invent that little thing with throat that Felix had?

LEMMON: No, I did my own sound, yes.

KING: He had this little thing he did? Can you do it?

LEMMON: Nyah, nyah, nyah, nyah, nyah!

(LAUGHTER)

LEMMON: I had more trouble with that scene.

KING: Why? Did he know you were going to do it?

LEMMON: Because Walter's reactions were first, you know, cut it out, will you? What are you doing? What -- and he's looking around, and here he smiles at the other people, you know, because everybody in the delicatessen, or diner or whatever is looking over there and so forth, and he's looking at them, you know. Cut it out will you. He was killing me.

KING: You said something interesting, a word you didn't hear associated with Walter Matthau. You said he was handsome.

CANNON: Yes, very handsome.

KING: In what way, because people don't think of him -- they think of that wonderful Matthau carved-in-the-rock face.

CANNON: See handsome to me, sexy to me is real, sexy to me is natural, and you know, he came on like -- but he was shy. With me, he was shy. We had kissing scenes in "Out to Sea," and he was really shy. Maybe he doesn't want to kiss me, but...

KING: Is that a description you use of your father? Shy?

C. MATTHAU: He always told me he was shy growing up, and I thought he was the opposite of shy, but I could see parts of him were shy, even in later life, but... KING: He masked it.

C. MATTHAU: He masked it very well.

KING: Was he a good father, really? I mean, there are some show business people who are wonderful show business people and wonderful friends, but may lack in an area.

C. MATTHAU: Well, I'm going to tell you, I'm sure he lacked in an area, but it would probably be his handicapping at the track, because, he was my best friend, and he was my hero, and he was not lacking at all in almost every way. And as a father, and you know, I said this at funeral, too, I said he was great actor, but he was a perfect father. And I think that, honestly, he was as close to perfect as you could possibly get and still be human being.

KING: And his own father had left. He didn't know his own father, did he?

C. MATTHAU: Yes, well, he met his own father a couple times, but you know, he was absent, and I think at some point he just decided that he was going to be the father for me that he never had.

KING: Charlie directed his father in the movie "The Grass Harp." They appeared on this program, and here's what Walter said about him.

(BEGIN VIDEO CLIP, OCTOBER 19, 1996)

KING: How do you feel about your boy?

W. MATTHAU: Well, I'm very proud of him. And I'm shepping a lot of nakus (ph) from him, which means, that I am delighted and overjoyed with pride and awe -- that is A-W-E -- awe, that this baby here is a top-notch person.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "DENNIS THE MENACE")

W. MATTHAU: Martha, where are the G-D garden lanterns?

UNIDENTIFIED ACTOR: I think I better go outside and play.

(END VIDEO CLIP)

KING: His first movie was "The Kentuckian," with Burt Lancaster, a Western.

LEMMON: With a whip.

KING: Yes. In "Fortune Cookie," the first time you appeared together, did you have any idea you'd be paired together a lot.

LEMMON: No, but thank God we were. KING: Did that happen because of "Odd Couple."

LEMMON: no. I think it happened -- I think that Billy was just delighted with the way we worked together out of "Fortune Cookie," and that started it, and it just kept snowballing.

KING: And all those "Grumpy Old Men" movies worked.

LEMMON: Yes, later, yes. We never thought they would.

KING: No?

LEMMON: No. We thought they were total failures when they were doing them.

KING: Even with Dyan?

LEMMON: No. No.

CANNON: That wasn't a "Grumpy."

KING: That was "Out to Sea," but still grumpy men in it.

CANNON: They were happy men in that.

LEMMON: When we did the first "Grumpy," we thought this is a turkey. I mean, this is not going to work. And Walter kept saying, you and your great ideas, telling me that this is going to work. And I said, well, I thought it was going to work. And he says oh yes. And then the thing went out as the biggest grossing picture either of us were ever in.

KING: Bigger than "Odd Couple."

LEMMON: Yes.

C. MATTHAU: Jack always thought it was going to work, "Grumpy," and he wanted to do it, and Walter turned it down about 20 times, and the producer called me up, and he said, listen, you know, the only way that the studio is going make this movie is with Jack and your father. Can you help me out? This was on a Saturday morning, and I was sitting there with my father in his kitchen, and I said to the guy, I said, he's going to do this. I'm going to call you on Monday. I'm talking him into it, I don't care if I have to stay here the whole weekend. And I hung up the phone, my dad looked at me, and he goes, "When did you become my partner?"

KING: He ought to thank you later, right?

His comedic -- no one knows it better than you -- was timing?

BURNETT: Oh yes, but again, it was never obvious that he was thinking -- it was just there.

KING: The way he told that story to you in "Pete 'N' Tillie" of the women... BURNETT: Oh, please, well, you saw it.

KING: How did you not laugh?

BURNETT: It was tough. It was tough. He always made me laugh. He was very raunchy, too. When you were talking about makeup room, he would come into make up room and regale us with very bawdy humor, then he'd do the opera. It was like, you know, 180 degrees.

KING: We'll take a break. We'll be back with more. We'll reintroduce the panel, not like they need it, and we'll take your phone calls as well on this tribute to the late Walter Matthau.

Don't go away.

(BEGIN VIDEO CLIP, "GRUMPY OLD MEN")

W. MATTHAU: She's mine!

LEMMON: Says who?

W. MATTHAU: Says me.

LEMMON: Yes? Well, she came to me!

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

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

W. MATTHAU: She was to me.

LEMMON: I was married to the woman 20 years -- she was no prize.

W. MATTHAU: She was to me!

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

W. MATTHAU: Absolutely.

LEMMON: So!

W. MATTHAU: So what? What? So?

LEMMON: What?

W. MATTHAU: What?

LEMMON: What?

W. MATTHAU: Well, did you?

LEMMON: What? W. MATTHAU: You know!

LEMMON: Oh come on, that's a private matter.

W. MATTHAU: Private my foot -- did you?

LEMMON: That's all I can tell you.

W. MATTHAU: You better tell me!

LEMMON: All right, we did the horizontal mambo! We danced it. It was the greatest sex I've ever had in my life, all right! Are you happy?

W. MATTHAU: You did...

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: Reintroduce the assemblage as we pay tribute to the late Walter Matthau: Jack Lemmon, longtime acting partner, one of his closest, if not his closest friend. Jack, a two-time Oscar winner, best supporting for "Mr. Roberts," best actor for "Save the Tiger." Carol Burnett, Walter Matthau's co-star in "Pete 'n' Tillie" and in the television movie "The Marriage Fool." She also appeared in a wonderful redoing of "The Front Page," in which she starred with both Lemmon and Matthau, maybe one of the great films about the newspaper business. Dyan Cannon, who co-stared in 1997's "Out to Sea" with Matthau and Lemmon, and Dyan first met Walter when he was filming "Charade" with Cary Grant and Audrey Hepburn. Cary Grant would later marry Dyan. And Charlie Matthau, the son of Walter and Carol Matthau, the director who worked with his father in the film "The Grass Harp" and on "The Marriage Fool" as well. He also appeared in his father's last film, "Hanging Up."

We also have a picture that Jack Lemmon brought here tonight. Let's put that up. What is this, Jack?

LEMMON: This was sent to me by Bob Willoughby, who's retired and living in France now. He was one of the great photographers, and this was while we were shooting "Kotch," which I directed. And Walter -- didn't Walter get nominated in that?

C. MATTHAU: Yes, he did.

LEMMON: Yes. Walter was nominated for best actor: not because of my direction, because I shut my mouth up and let him alone.

(LAUGHTER)

And the -- he's holding his two grandchildren in the film, not his real grandchildren, but in the plot. And...

KING: Capture that face.

LEMMON: And Bob Willoughby was kind enough to send it to me as soon as heard about Walter. It was very sweet of him.

KING: Look at that face.

What was he like to direct, Charlie?

C. MATTHAU: He was great to direct.

KING: Was it tough intimidated -- I mean, he intimidated Carol. Did he intimidate his son?

C. MATTHAU: Oh sure, he intimidated me, but it was we -- you know, we could look in each others' eyes and know what the other one was thinking, and so we had a shorthand, and that helped. And -- but it was exciting, too, because, of course, I grew up worshiping my father and thinking he could walk on water, but when I actually got to direct him and I would say, you know, "Do you think we could try this?" and he would go sure. And a few seconds later the camera would be rolling and he'd just come up with something that was 50 times better than I had ever imagined.

So it was kind of like a jockey riding Secretariat or somebody watch Mozart write a symphony. Yes, it was just -- it blew my mind.

KING: You said -- you said that scene we saw in "Grumpy Old Men," right in the middle there, when he started doing "Who? What?" that was ad-lib.

LEMMON: Yes.

KING: That was not in the script.

LEMMON: No.

KING: You went with it, he threw it?

LEMMON: I went -- yes. We had just started and we both went with it.

KING: And you mentioned, Carol, that he used to kiss.

BURNETT: Oh yes, when we were doing "The Marriage Fool" together, they would be there.

KING: That Charlie directed.

BURNETT: And yes, that Charlie directed. And we'd come on the set, and the minute Walter saw Charlie, he would go up and go "Oochie, oochie, (UNINTELLIGIBLE)," and kiss him, kiss him on the lips, and say, "Isn't he delicious?"

(LAUGHTER)

C. MATTHAU: I don't think he did that with Billy Wilder.

(LAUGHTER)

LEMMON: No, I don't think so. With Billy, the only thing he said when Billy did that first scene that was shown earlier...

KING: "Fortune Cookie."

LEMMON: Billy walks through the whole scene. As the writer and director he knew it, and while Walter watched him. And he -- and then he got through it. And then he says: "Is that OK with you, Walter? Everything OK, fine? We can shoot that?" He said: "You speak kind of funny, Billy. Are you from out of town?"

KING: Let's take a call. Seattle, hello.

CALLER: Oh, hi, Larry.

KING: Hi.

CALLER: This is to the actresses and actor, Jack, and Dyan and Carol.

KING: Sure.

CALLER: How did you ever stay straightpan doing a movie with Walter? Every time I turn on his movies, and your movies -- I love them -- I just burst out laughing looking at all of you? How did you...

KING: It's especially appropriate to ask Dyan, who laughs at wallpaper.

(LAUGHTER)

CANNON: That's not true. I laugh if it's funny. And see, you see Walter didn't even have to do anything. He had a face like a bassett hound. He could just sit -- he could just sit there, and his face, he was just funny. His presence was funny. He had joy. He had innate humor, came out of his flesh.

And I -- you just have to be in your character, not there. There were times when we broke up on the set. There were times when he would do things that were preposterous. And...

KING: Because he was your love interest in "Out to Sea"?

CANNON: That's right. That's right. And he was expecting -- there is a scene where I come out of the state room, and he expected me to have a dress on. And I had on a bikini. And he went up, he went up on his lines. And I...

(LAUGHTER)

KING: Went up meaning he blew, for the benefit...

CANNON: Yes. When you go up on your lines, it means...

KING: You blew the line.

CANNON: ... that you blow the line. (LAUGHTER)

And usually he would just look in my eyes and there's not a whole lot to look at down there, but he wasn't looking at my eyes.

(LAUGHTER)

KING: Did he make you laugh a lot, Jack, working?

LEMMON: Oh, hell yes. But I'll tell you some of the funniest lines were never while we were working. One of the funniest things -- and it almost made a picture that didn't work worthwhile doing just for the line. I took him to a preview of a picture I did, and at the end of 20 minutes there was hardly anybody left in the theater and they weren't going for popcorn or to the John. They were going home.

KING: Bad movie.

LEMMON: Well, it didn't work. Walter was sitting beside me, and finally the lights come on. The few people left are sort of walking and looking away. They don't look back toward us in the rear of the theater or anything. Out they go. And we're all just sitting there, our wives on either side, and Walter and me in the middle.

And then finally I poked him in the knee, and I said, "Walt, what did you think of the picture?" And without a beat, he said, "Get out of it."

(LAUGHTER)

KING: That's a great story.

CANNON: Ah, get out of it!

KING: He make you -- he made you laugh?

BURNETT: Oh, yes. Well, I remember, we were on a plane from New York to Boston, one of the shuttles, you know, that everybody gets on, for the -- a preview, a sneak preview of "Pete 'n' Tillie." And who should -- it was packed. And who should also be on the plane but Jacqueline Kennedy?

And I thought, wow, you know, and I leaned over to Walter and I said, "You know, if this plane goes down, I get third billing."

(LAUGHTER)

And Walter said, "Yes, she gets second."

(LAUGHTER)

KING: As we go to break we'll -- great stories. We'll entertain more phone calls.

Here's a scene with Walter and Dyan Cannon from "Out to Sea."

(BEGIN VIDEO CLIP, "OUT TO SEA")

LEMMON: Now, fortunately, I'm a retired doctor. Aren't we lucky?

UNIDENTIFIED MALE: Uh...

LEMMON: And chiropractics is my specialty.

W. MATTHAU: It's lucky for me.

LEMMON: Are you his wife?

CANNON: Oh, no, I'm just his friend.

LEMMON: She's just a friend.

You tell me where the pain is.

W. MATTHAU: It's OK. It's better now.

LEMMON: Well, I think we may need a little adjustment.

W. MATTHAU: I don't need an adjustment!

LEMMON: Uh-huh.

W. MATTHAU: Ahh!

LEMMON: (UNINTELLIGIBLE) in the lumbar region.

W. MATTHAU: No, my lumbar is all right. Don't worry.

I'll -- ahhh! Uhhh!

LEMMON: Can you feel anything?

W. MATTHAU: What are you -- uhhh!

LEMMON: That should relieve some tension.

W. MATTHAU: What the hell are you doing?

LEMMON: Now just breathe normally.

W. MATTHAU: Ahhh!

LEMMON: I haven't done anything yet.

W. MATTHAU: Uhhh! Ahhh!

LEMMON: Now, do you feel my better, my friend?

W. MATTHAU: I'm going to get you.

LEMMON: What? A present? Oh, don't be silly. Just to lighten the suffering of my fellow human beings is reward enough for me. (END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE FRONT PAGE")

W. MATTHAU: Let's hear what you've got.

LEMMON: "While hundreds of Sheriff Hartman's paid gunmen stalk through Chicago, shooting innocent bystanders, spreading their reign of terror, Earl Williams was lurking less than 200 feet from the sheriff's office."

W. MATTHAU: Hold it. Aren't you going to mention "The Examiner"? Don't we take any credit?

LEMMON: It's in the second paragraph.

W. MATTHAU: Who the hell is going to read the second paragraph? For 15 years I've been trying to teach you how to write a lead. Do I have to do everything myself? Get the story, write the story?

LEMMON: Listen, sack head, I could blow a better story out of my nose than you can write!

W. MATTHAU: God damn, dilettante! Maybe Philadelphia's where you belong, making up jingles for Burma Shave.

LEMMON: Oh, really. Well, now, who wrote the deathbed confession of Three-Finger Banduchi (ph), huh? Who wrote Roxy Hart's (ph) diary, huh?

Wait, what about the baby flood? Even the telegraph operator was crying.

W. MATTHAU: All right, make me cry now.

LEMMON: Someday you're going to do that, Walter, and I'm going to sock you right in the schnoz.

W. MATTHAU: You're beautiful when you're angry.

(END VIDEO CLIP)

KING: "Front Page." Dayton, Ohio, hello.

CALLER: Hi, Larry.

KING: Hi.

CALLER: My question is for Jack.

KING: Go ahead.

CALLER: Jack, I was just wondering, if you could describe Walter in one sentence to somebody who didn't know him personally, how would you do it?

LEMMON: Oh, boy. I don't know. But I would like you to meet my closest friend who is the best actor I ever worked with, and one of the most remarkable human beings I've ever known.

KING: He says best actor. When people think of great actors they didn't think of Walter because he worked "comedicly" so much, right? What made him a great actor?

Right, would you agree? When people list who are the great actors, they don't -- (UNINTELLIGIBLE) say Brando, Pacino, Lemmon. They don't say Walter.

CANNON: No.

KING: Right? Is that because he did comedy mostly?

CANNON: For me it was because I believed every second.

KING: But why isn't he higher in the esteem of...

CANNON: You're right, because for comedy they don't do that. They didn't do that for Cary.

LEMMON: They don't take comedy seriously.

CANNON: No. No, they don't.

C. MATTHAU: And yet most actors think it's the most difficult to do.

LEMMON: It is. It's the most difficult thing to write, to direct and to act.

KING: That story of the guy dying. Say, "How does it feel?" Dying is easy. Comedy is...

BURNETT: Yes.

CANNON: Comedy -- yes, that's right.

KING: Is that true, Carol? You feel that -- you were a much better actress than given credit for because you were funny.

BURNETT: I'm a much better comic than I am an actress, I think.

KING: Matthau was a great actor.

BURNETT: Yes, yes.

KING: But playing comedy hurt him in that sense...

BURNETT: Well, he was just so -- I think you're right. I think there's -- they pigeonhole people. They don't do it so much in Britain, but they certainly do it here. You're a comic...

LEMMON: Yes.

BURNETT: ... or you're a singer or you're -- you know, you're not everything that you can be. They don't allow it.

KING: Did he -- you liked the stage. Did he miss the stage?

LEMMON: Yes, he did. But it was his choice not to go back to the stage as often as I think he should have. Walter just -- he was not tapped as to what he could do.

KING: Oh really?

LEMMON: I mean, this is a guy that could have done everything and anything. Shakespeare...

KING: Shakespeare.

LEMMON: ... on up and down.

BURNETT: And probably opera.

LEMMON: Yes, and probably opera. But he chose not to, and especially in the last couple of decades, whenever I'd mention a play, because very often someone would say, after we had done "Juno and the Paycock," which we did here at the Mark Taper Forum with Maureen Stapleton, who was also very close to him, we would get a lot of calls to do something together. And I'd call him up, and he'd say, "Ah, it's too much work."

He just felt -- it was his choice, in other words. He felt that in order to give the performance that he should give that it would take too much out of him.

KING: He would have been a Lear, wouldn't he?

C. MATTHAU: He would have been a great Lear. Sure.

KING: Great Lear.

C. MATTHAU: He played Iago on television once. It was magnificent.

KING: Oh really?

C. MATTHAU: Yes.

KING: Didn't know that.

We'll be right back with more and more of your phone calls on this tribute to Walter Matthau on this edition of LARRY KING LIVE. Don't go away.

(BEGIN VIDEO CLIP, "THE SUNSHINE BOYS")

W. MATTHAU: The next time you give me the finger say goodbye to the finger. LEMMON: I've got a terrific idea. Instead of working together again, let's never work together again.

(CROSSTALK)

W. MATTHAU: I'm crazy, huh? I'm crazy?

LEMMON: Keep saying (UNINTELLIGIBLE)

W. MATTHAU: I may be crazy. But do you know what you are? You're senile. You know what senile is?

LEMMON: I'm not giving you any straight lines.

(PHONE RINGING)

W. MATTHAU: Get away! Get away from that phone!

LEMMON: Lunatic.

W. MATTHAU: Hello! How are you? What?

LEMMON: Is that my daughter?

W. MATTHAU: Would you shut up?

LEMMON: Is that my daughter?

W. MATTHAU: Would you keep quiet? Can't you see I'm talking? Don't you see me on the phone with a person?

For god's sakes, will you behave like a human being for five seconds? For five seconds, behave like a human being.

Hello! Just a minute! It's your daughter.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "HELLO, DOLLY!")

W. MATTHAU (singing): Hello, Dolly. Well, hello, Dolly. It's so nice to have you here where you belong.

I never knew, Dolly, without you, Dolly, life was awfully flat, and more than that was awfully wrong.

(END VIDEO CLIP)

KING: That's hard to look at. Did he enjoy doing that?

C. MATTHAU: "Hello, Dolly!"

KING: Yes. Did he get along with Barbra?

C. MATTHAU: He said that -- well, she said that he thought the picture was called "Hello, Walter!"

(LAUGHTER)

And he said that he wanted to work with her again, but something next time more suited to her talents, like "Macbeth."

(LAUGHTER)

KING: Seeing him dance like that...

CANNON: Oh my god.

C. MATTHAU: (UNINTELLIGIBLE) friendly later. Very good friends later.

KING: Stockton, California, hello.

CALLER: Hi, Larry.

KING: Hi.

CANNON: My question is for Mr. Lemmon.

KING: Yes.

CALLER: Out of all of the movies that you did with Mr. Matthau, what was your biggest prank that you played on one another or someone else on the set?

LEMMON: Oh. There weren't any, truthfully. Walter was terribly funny, and we've talked off and on about how he would break all of us up, or break up anybody that worked with him, including the directors and everything else. But...

KING: He wasn't a prankster, right?

LEMMON: Huh?

KING: He didn't do pranks.

LEMMON: No, he didn't do pranks or things like that. The -- the things that happened usually were not funny, like his getting hurt, falling out of the laundry chute in "Buddy Buddy," for instance. It damn near killed him.

KING: Really?

LEMMON: Yes, he thought he was -- he thought he was dying. He fell from two stories up on to a flat stage. He was supposed to hit a platform, with mattresses. We come out of an abbreviated laundry chute where we're running from a gangster. And we came back from lunch, and it hadn't been set correctly under the thing, but we didn't know it. It was under it but not at the right angle.

And so I said, "Go ahead, you do it." I don't know why he didn't remember that later on, but I'm glad he didn't. Anyway, he went in feet first, came out a little chute, landed on the very back end of the mattress on the top of this big platform -- it was about 12, 14 feet high at least -- and then rolled backwards and off. And on the way down, he hit one of the crossbars so that when I got down to him on the floor -- I was the first one there -- I don't know whether I jumped or ran down or what -- his shoulder was down around his hip or something, and his head was at a cockeyed angle. I didn't know if he'd broken his neck, but he was lying on his back and he was holding his heart with his -- with the other arm. And he just kept saying, "I'm dying, I'm dying." And he meant it. He was afraid his heart was going to go.

And so I put -- just -- I've got to finish this, because it's not a prank, but it was pretty -- pretty funny. I took my jacket off and just very gently tried to put it under his head while we were waiting for the ambulance to come, and I did it very slowly and very gently. And you know, sometimes under duress you can say crazy stupid things. So as I slipped it under his head I said, "Are you comfortable?" At the same time I said it I knew that what a dumb line that is. But anyway, he's saying, "I'm dying, I'm dying, I'm going." And I said, "Are you comfortable?" He said, "I make a living."

(LAUGHTER)

LEMMON: He could not resist a straight line even if he thought it would be the last one.

(LAUGHTER)

KING: We'll be back with our remaining moments with our group in this tribute to Walter Matthau. Don't go away.

(BEGIN VIDEO CLIP, "THE ODD COUPLE")

W. MATTHAU: Felix, I haven't seen you in -- how long? -- 8, 9 years.

LEMMON: Seventeen, 17 years, Oscar. You couldn't even remember that we haven't seen each other for 17 years?

W. MATTHAU: To tell you the truth, I didn't dwell on it.

All right, 17 years. So your hair got whiter, your ears got bigger, your nose got longer, but you still retain that unique elusive pain-in-the-ass quality that drives me berserk.

LEMMON: Oh, really?

Well, you have changed, Oscar. When I saw you at the airport, I thought you'd and your mother came to tell me.

W. MATTHAU: I heard that line on "The Jerry Seinfeld Show."

LEMMON: So what? It's how fast I thought of it that counts.

(END VIDEO CLIP) (COMMERCIAL BREAK)

KING: He made his stage debut at age 11 in "The Dishwasher." He worked the Yiddish stage, too, in New York.

C. MATTHAU: That's right.

KING: All right. We only have a couple of minutes left. What's -- what's history going to say, Carol, when they meet in 50 years and discuss people of the 20th century? What are they going to say about Walter Matthau?

BURNETT: He was an original, total original. There never was anybody like him, and there never will be again. So, that's why I hope he can come back.

KING: We ain't going to see his likes again.

BURNETT: No, I don't think so.

KING: Jack?

LEMMON: I couldn't agree more. They're just -- we will not -- only once before, with a very close friend, have I felt the same feeling that I can't let go, and that was with Ernie Kovacs. I still to this day, and I will with Walter -- and I've done it since Walter has passed away -- for a brief second, you forget. And I remember thinking the other day -- I'd forgotten what the circumstance was. It was some crazy thing. A driver did some insane thing on the street while I was driving along. And I thought to myself, "Oh, my god, wait until Walter hears this." This was after he had passed away.

I've done that over the years...

KING: With Kovacs.

LEMMON: ... with Kovacs. Yes, with Ernie.

KING: That's good, though...

LEMMON: It's great. It's great.

KING: You don't let go.

LEMMON: It keeps him alive with me.

KING: Dyan, what are they going to say?

CANNON: That he was a healer because he made people laugh and he healed their hurts. The very thought of him still makes me smile. Always will.

KING: We owe him thanks for that, don't we?

CANNON: Yes, we do.

KING: Thank you for making us laugh.

CANNON: Yes, for taking away our hurts.

KING: And your loss is the greatest, of course.

C. MATTHAU: I'm still in shock.

KING: You are?

C. MATTHAU: Yes.

KING: There's not full acceptance yet?

C. MATTHAU: I dreaded the moment all my life. And I'm just -- I really, I think, still in shock, still kind of numb from it.

KING: So as soon as you realized age and death, and you knew that on average the father goes before the son, you dreaded that last Saturday morning.

C. MATTHAU: Yes, he had health problems all his life, so I always had that angst.

KING: Thank you, Charlie. Thank you, Dyan, Jack, Carol. A tribute to Walter Matthau.

Tomorrow night, Dr. Andrew Weil will be with us and so will Cheryl Tiegs, and on Saturday night, it's the one-year anniversary of the death of John F. Kennedy Jr. We'll replay our interview with young John.

Thanks for joining us from Los Angeles. Good night, Walter.

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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