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Actress Katharine Hepburn Dies at Age 96

Aired June 29, 2003 - 18:31   ET

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

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


MARTIN SAVIDGE, CNN ANCHOR: And, this just in to CNN. Hollywood legend Katharine Hepburn has died at the age of 96. She was a woman who was more than just in the movies. She was the movie industry itself.
Bruce Burkhardt takes a look back at her remarkable life.

(BEGIN VIDEOTAPE)

KATHARINE HEPBURN, ACTRESS: I'll play any part that appeals to me for $20 but I'll never, under any circumstances, play any part with which I don't feel a sincere congeniality.

BRUCE BURKHARDT, CNN CORRESPONDENT (voice-over): 1933 was Katharine Hepburn's third movie in Hollywood, "Morning Glory," and it won her the first of her record four Oscars. In it, she portrays a naive but confident young actress who has no doubts about her future stardom.

HEPBURN: You're talking to the greatest actress in the world and I'm going to prove it.

BURKHARDT: She would later astound us with her range. This was typecasting.

HEPBURN: Just watch me.

UNIDENTIFIED FEMALE: Here she was this sort of very independent, strong woman striding around Hollywood in pants and at the same time she was, you know, intensely feminine.

BURKHARDT: In a town where the pants in the family had always been worn by men, Katharine Hepburn, in her own charming way, took charge.

UNIDENTIFIED FEMALE: She's important, yes, as an actress. But her significance goes way beyond whether or not this performance was good or that performance was good and whether she was a good actress or not. She became the symbol of the modern woman who believed that she could do anything, that everything was possible.

UNIDENTIFIED MALE: Echoes of her legacy can be seen in the work that was done a little bit later by people like Jane Fonda or some of Cher's roles, Sally Field where you have women who go in and change the system or challenge the system. Katharine Hepburn helped to popularize that kind of woman as opposed to just the romantic or the passive woman.

HEPBURN: Will you get off my running board?

UNIDENTIFIED MALE: This is my running board.

HEPBURN: Well, all right honey, stay there then.

BURKHARDT: Her independence, her feisty spirit, traits that she came by honestly.

Born in 1907 in Hartford, Connecticut, she was one of six children in a well to do New England family, her father, a doctor of urology and her mother a pioneering leader in women's rights, fighting for the vote and later for birth control. It was an unorthodox upbringing.

Of Hepburn's mother, "Life" magazine wrote in 1939: "Mrs. Thomas Norville (ph) Hepburn believes in the control of children before birth and nothing thereafter."

UNIDENTIFIED MALE: Your lover's arms feeling round you.

HEPBURN: I'd like to see anybody try it.

UNIDENTIFIED MALE: Would you?

BURKHARDT: Growing up with three older brothers, Hepburn was something of a tomboy which may explain why her favorite movie was "Little Women" in which she played the tomboy Jo March.

But her childhood was not without tragedy. It was she who discovered her older brother hanging dead from a rafter, a suspected suicide but the family always said it was a prank gone bad.

Hepburn went on to graduate from Bryn Mawr in 1928, not a college known for turning out actresses, and this scene was America's first glimpse of Katharine Hepburn in the movie "Bill of Divorcement." She went on to make another 42 movies winning four Oscars and 12 nominations, playing a diverse range of characters from co-starring with a leopard and Cary Grant in a movie that helped put the screwball into comedy.

HEPBURN: Oh, oh, oh.

BURKHARDT: "Bringing up Baby."

HEPBURN: Well, get behind me.

CARY GRANT, ACTOR: I am behind you.

HEPBURN: Well, get closer.

GRANT: I can't get any closer. Now, are you ready? Now, be calm, left foot first.

HEPBURN: All right. BURKHARDT: To portraying an uptight minister's sister in "African Queen."

UNIDENTIFIED FEMALE: I think probably the closest to what she actually was is the character she plays in "The African Queen." There's a kind of clumsiness and vulnerability and incredible grace that Houston captured. He got her bravery. He got her courage. He got her hunger for experience.

BURKHARDT: But, it wasn't all successes. The Hollywood Critics Association at one point called her box office poison and there were complaints about her tinny voice. She lost the part of Scarlet O'Hara in "Gone with the Wind" because producer David Selznick thought she lacked sex appeal.

As usual, she fought back and bought the rights to "The Philadelphia Story" so she could play the lead.

HEPBURN: So, I'm to be examined undressed and generally humiliated at 15 cents a copy and you, you're loving it.

BURKHARDT: In an era when studio moguls controlled everything, Katharine Hepburn fought them tooth and nail, even negotiating her own contracts. But it was her next film, "Woman of the Year" that proved to be the most pivotal of her life. It was in this film that she met Spencer Tracy, an intense love affair that her biographer believes had its roots in her brother's suicide.

UNIDENTIFIED FEMALE: And the rest of her life if you look at it, she finds one man after another who needs her, men who are bent on destroying themselves and that's, first of all, John Ford and then probably most famously Spencer Tracy.

BURKHARDT: During their 27 year affair, Hepburn and Tracy made nine films together, a perfect on-screen match that ended with "Guess Who's Coming to Dinner."

SPENCER TRACY, ACTOR: And there is nothing, absolutely nothing that your son feels for my daughter that I didn't feel for Christina (ph).

BURKHARDT: Tracy, a Catholic, would not divorce his wife and at the time their affair was kept relatively quiet. Two weeks after finishing this film, Tracy died. Hepburn never watched the movie.

HEPBURN: How dear of you to let me out of jail.

BURKHARDT: To deal with her grief, Hepburn immediately jumped into another project, co-starring with Peter O'Toole in "The Lion in Winter." It won her a third Oscar with a fourth and final one still to come.

HEPBURN: You know, Norman, you really are the sweetest man in the world but I'm the only one who knows it.

BURKHARDT: "On Golden Pond" paired her with Henry Fonda. Amazingly, they had never met before this movie, two legends facing their own mortality on screen and off. Hepburn claimed that death did not frighten her, not much did.

PETER O'TOOLE, ACTOR: I hope we never die.

HEPBURN: So, do I.

O'TOOLE: Do you think there's any chance of it?

BURKHARDT: Hepburn liked to tell people about her family's motto. She said her parents lived by it and so did she. Listen to the song of life.

(END VIDEOTAPE)

SAVIDGE: A remarkable woman and a highly talented actress, Katharine Hepburn dead now at the age of 96.

Incidentally, tonight on "LARRY KING LIVE" will be Katharine Hepburn's niece should you want to know more about the life and remarkable movies of the actress.

And, we'll be talking more about her death and the achievements she made in life coming up after the break.

(COMMERCIAL BREAK)

SAVIDGE: In case you're just joining us, we are talking about the sad news of the passing of actress Katharine Hepburn. She died today at the age of 96.

And, joining us right now is Belinda Luscombe. She's "TIME" magazine arts and media editor. We've sort of pressed you into this duty suddenly I know but that's the way events happen. Thanks for going along with us. I have to say I think Katharine Hepburn was one of my favorite actresses and I wonder where she stood in your mind.

BELINDA LUSCOMBE, "TIME" MAGAZINE: Well, I'm completely devastated by this news. I mean you know it's got to happen but to lose Gregory Peck and then Katharine Hepburn, it's like two of the sort of moral true norths of Hollywood.

So, I'm very -- I'm devastated. I mean it's a sad day I think for Hollywood and it's also a sad day for women because she -- as a kid, when I looked at Katharine Hepburn's movies, I saw a woman who was witty and smart-mouthed and brave and yet was still a woman and I just found that incredibly inspiring.

SAVIDGE: She did play remarkable roles in the way that she brought herself into a role that she was given. I'm wondering, you know, I don't even see roles today in modern filmmaking in which she could portray it as well as she did in the films of the past, in other words an era gone by.

LUSCOMBE: I think you're right. I watched "Adam's Rib" the other night really late and I thought, man that is a great movie. I cannot think of a movie so clever dialogue, so cleverly plotted, with such nuances and she really brought sort of scoffed about what a marriage was like and what a working woman was like that seemed incredibly 2003 to me.

SAVIDGE: Yes. I wouldn't want to be a leading man up against her. I mean obviously there were many and they did an extremely good job but it would be so difficult because she was such a powerhouse on the camera.

LUSCOMBE: Which is why I guess "Adam's Rib" worked so well because Spencer Tracy just met her blow for blow. I mean the kind of leading man that worked against her best was not necessarily a looker but a guy who could, you know, could talk and could match wits with her and that is really fun to watch.

SAVIDGE: Yes, Cary Grant is one that certainly comes to mind.

LUSCOMBE: Yes.

SAVIDGE: As you look at modern actresses today, and I know this is grossly unfair because she is such a legend, Katharine Hepburn, but anyone that you see that could even stand a chance at trying to fill those shoes?

LUSCOMBE: The closest one that comes to mind is somebody maybe like Kate Blanchard who has a lot of class and who takes interesting roles or if you're looking for a more comic actress I think Reese Witherspoon has a lot of stuff going for her. She can be clever and funny. I mean she's a little -- she plays a little bit. She isn't Kate Hepburn but I think her work in "Election" shows she doesn't have to go that way.

SAVIDGE: And what modern films could you have seen her cast in? Again, I know we're sort of theorizing her but I wonder what your thoughts are.

LUSCOMBE: Well, I certainly couldn't have seen her in "Charlie's Angels" that's for sure.

SAVIDGE: No, no I don't think so, not at all. I'm glad you point that out. It is tough to try and figure out what modern movies because the way women are portrayed perhaps not the same as she portrayed women in the classic films of days gone by.

LUSCOMBE: That's right. It seems that movies today we sort of prefer and, again, this is unfair because there are lots of fine nuance movies out there but we do prefer, especially in summer, big cartoon movies where everything is black and white and we can clearly put everyone in their box and that wasn't Kate Hepburn's thing at all.

SAVIDGE: Do you think she was an influence on a great many actresses' lives today?

LUSCOMBE: Oh, I can't see how she wouldn't. I'm sure she was an inspiration too because she seemed to have it all. She seemed to do, you know, stay herself and get great roles and not have to compromise either her artistic ideals or her morals to do what she wanted to do.

SAVIDGE: Yes. Belinda Luscombe with "TIME" magazine's arts and media, she's the editor. Thanks very much for filling in here and helping us on this very sad news coming out of Hollywood.

LUSCOMBE: No problem.

SAVIDGE: We want to bring in someone else. James Prideaux was a contemporary of Katharine Hepburn, we are talking about her passing, wrote screenplays, wrote books, and knew her. So, I want to bring you in and are you there Mr. Prideaux?

JAMES PRIDEAUX, FRIEND OF KATHARINE HEPBURN: Yes, I'm still a contemporary.

SAVIDGE: I'm sure you are.

PRIDEAUX: I'm laid low. I really am. I just got the news.

SAVIDGE: Yes, we all I think are.

PRIDEAUX: Yes.

SAVIDGE: Obviously, we knew that, you know, with her age that this was a possibility to happen but when it happens and realizing that she is gone from us must have a tremendous effect.

PRIDEAUX: Oh, a world without Kate is inconceivable to me after 30 years. I mean she was the one person I knew whose favorite word was fascinating. Everything, everything was fascinating to Kate. She was so -- she so embraced life. It was just wonderful. She was so exciting to know and wonderful to work with, I'll tell you.

SAVIDGE: I'm curious was the person that we see on screen and came to know is that Katharine Hepburn?

PRIDEAUX: That's very much -- yes, that's very much Kate, yes.

SAVIDGE: She was feisty. She was...

PRIDEAUX: She said that it never seemed to work when she tried to play someone else like (unintelligible) or whoever. She said nobody ever believed I was (unintelligible). She was always Kate Hepburn, you know.

SAVIDGE: And what was it that seemed to draw us to her. She was a magnet whenever she appeared on screen. You just were pulled in.

PRIDEAUX: Well, I can think of several things, certainly her incredible face, her look.

SAVIDGE: Yes.

PRIDEAUX: Her carriage, not to mention the character that came right out, you know. It was all there and I knew her. She stayed at my house in Stone Ridge, New York so many weekends. I knew her very, very well even when we weren't making movies and she was just always interested in everything.

SAVIDGE: If you were a director what was she like to work with?

PRIDEAUX: To direct, well George Schaeffer (ph) who alas now is dead could tell you she was -- she said -- oh, Kate said you know some people they said I'm -- they think I'm bossy and I have a bossy reputation but she said, you know, if they say no I back right down and she did.

SAVIDGE: Yes, you mean there really was sort of a soft side to her despite (unintelligible)?

PRIDEAUX: Yes, we would say and Kate would be now we've got to do this, got to do that. We'd say Kate, no, we can't do that because (unintelligible). OK, OK, OK, you know.

SAVIDGE: We know the roles she played and played so extremely well. Were there any roles that she didn't do that perhaps she shared and said, you know, I really wished I had done that and could have done it better?

PRIDEAUX: I'm sure there were but I can't think of any at the moment.

SAVIDGE: Yes.

PRIDEAUX: Not at the moment.

SAVIDGE: Anyone that you could see in the modern world of movies that even comes close to her personality comes close to...

PRIDEAUX: Not even faintly, no.

SAVIDGE: No.

PRIDEAUX: There will never be another Katharine Hepburn.

SAVIDGE: Was it her background? What was it that made her so strong?

PRIDEAUX: She was just, well, she was brought up in a very strong family.

SAVIDGE: Yes.

PRIDEAUX: New Englanders and her mother and her father were very bright people, very intelligent people, and you know we often said to each other, you know, we both had parents who said to us you are one wonderful kid. You're wonderful and I think that really helps. Every child should hear that.

SAVIDGE: It's a delight to talk to you because you have insights that those of us that merely watched her on the silver screen don't. What are some of your favorite stories, favorite recollections?

PRIDEAUX: Oh, I wouldn't know where to begin at the moment. I'll write them all down.

SAVIDGE: I know it's an unfair thing to ask especially...

PRIDEAUX: There were so many times when we would just be at my house in Stone Ridge, New York for the weekend and just sitting about and talking about everything but she always was ready to let's get up and -- an adventure, even if it was just driving into Woodstock or something to the supermarket, whatever it was. She was always ready for it.

SAVIDGE: And if you did one of those adventures, how did people respond when they saw her?

PRIDEAUX: Oh, well you can imagine.

SAVIDGE: Yes, I think I could.

PRIDEAUX: And I used to say I've got to go, hey I've got to go to the library. I'll be back in a bit and she said, no, no, I'll go too. I'll go too, because I knew when she went she rather liked the little fuss that she caused.

SAVIDGE: Well, I would think it would be more than just a little fuss that she caused.

PRIDEAUX: Well, I mean we never -- she never went out into crowds, big crowds. You just don't do that when you're that big a star but if we'd go to the store or the library or wherever. She never ate out in restaurants, as you know, because she said I can't eat with people staring at me. But the little places, there would be a bit of a stir and she enjoyed it a bit I think.

SAVIDGE: And was she funny? I mean could she tell jokes? Was she an easy person to get along with?

PRIDEAUX: Oh, God was anybody ever wittier? Of course she was funny. We laughed and laughed and laughed.

SAVIDGE: And I know that comes across on screen but, again, you know trying to see how a person is off screen. Some people are so dramatically different.

PRIDEAUX: When anybody is that full of life there's got to be humor there and there certainly was.

SAVIDGE: Was there a favorite role she played to you that just summed up who she was?

PRIDEAUX: No, not especially.

SAVIDGE: No, I think you have to take them all in.

PRIDEAUX: Take them all, yes.

SAVIDGE: And we will.

PRIDEAUX: OK.

SAVIDGE: Over the next few days. James Prideaux, thank you very much for joining us.

PRIDEAUX: Oh, it's nice talking to you.

SAVIDGE: It was delightful talking with you, reflecting on the life of Katharine Hepburn who has passed away at the age of 96. We'll take a break and be back with more after this.

(COMMERCIAL BREAK)

SAVIDGE: She has such grace, such style and remarkable presence. Katharine Hepburn has left us all. Trying to encapsulate her life in movies would be a daunting task for anyone. Lauren Sydney takes a look back.

(BEGIN VIDEOTAPE)

HEPBURN: You see, I was very sure of myself in those days.

LAUREN SYDNEY, CNN CORRESPONDENT: Strong willed, intelligent, independent, that's the image Katharine Hepburn projected in her acting career. Between the roles she played and the life she lived, she changed perceptions about what women could do and be.

HEPBURN: All I'm trying to say is that there are lots of things that a man can do and in society's eyes it's all hunky dory. A woman does the same thing, the same mind you, and she's an outcast.

TRACY: Finished?

HEPBURN: No.

SYDNEY: Hepburn's first success came on Broadway. By the early 1930s Hollywood was courting her but when she arrived her unconventional behavior raised eyebrows. She was outspoken and wore slacks at a time when women didn't.

HEPBURN: I've always lived my life exactly as I wanted. I've tried to please no one but me, me, me.

SYDNEY: Hepburn won her first Academy Award in only her third movie, her 1933's "Morning Glory."

HEPBURN: You're talking to the greatest actress in the world and I'm going to prove it to you. Now, keep quiet all of you and you, you, just wait a minute. Just watch me.

SYDNEY: In 1936, she teamed for the first time with Cary Grant, a pairing that would yield the classic "Bringing up Baby," a year later.

GRANT: Oh, never hang on to a leopard's tale, Susan.

SYDNEY: Her career had its ups and downs following that. She was rejected for the role of Scarlet O'Hara in "Gone With the Wind." It was another sophisticated comedy with Grant that brought her back.

In an unusual move for the time, she bought the rights to "The Philadelphia Story" and chose the director and her leading man.

HEPBURN: Dexter, would you mind doing something for me?

GRANT: Anything, what?

HEPBURN: Get the heck out of here.

UNIDENTIFIED MALE: She's waiting for you.

SYDNEY: With "Woman of the Year" in 1942, she began a professional relationship with Spencer Tracy that later became personal.

HEPBURN: I was sort of hoping that you'd kiss me goodbye.

SYDNEY: Their on-screen chemistry and a series of groundbreaking comedies was unmistakable but they kept their romance private. Hepburn stuck by Tracy even though he refused to divorce his wife.

Their ninth and last film together was "Guess Who's Coming to Dinner" in 1967. Tracy died two weeks after the finished filming. She won an Oscar for her work in that film and earned her third the following year for "The Lion in Winter."

HEPBURN: That's a mean and tawdry way to talk about your fiancee.

UNIDENTIFIED MALE: My fiancee.

HEPBURN: Whosever fiancee.

SYDNEY: By then, her Parkinson's-like tremors were noticeable but she continued working.

HENRY FONDA, ACTOR: You are a pretty old dame, aren't you? What are you doing with a dowdy old son of a bitch like me?

HEPBURN: Well, I haven't the vaguest idea.

SYDNEY: "On Golden Pond" brought her an unprecedented fourth Academy Award, all of them in lead roles.

HEPBURN: The trick in life is getting what you want, my dear.

SYDNEY: Hepburn's final role came in "Love Affair" in 1994. The public's love affair with her through unforgettable films like "The African Queen" earned her this distinction, the American Film Institute's honor as Hollywood's greatest female screen legend.

(END VIDEOTAPE)

SAVIDGE: And, in case you're just joining us, we are following the life and now the death of actress Katharine Hepburn. She was a legend, as anyone knows, in the Hollywood movie industry. She passed away today at the age of 96 and all of us are reflecting on the movies that we loved best from her career.

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Aired June 29, 2003 - 18:31   ET
THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.
MARTIN SAVIDGE, CNN ANCHOR: And, this just in to CNN. Hollywood legend Katharine Hepburn has died at the age of 96. She was a woman who was more than just in the movies. She was the movie industry itself.
Bruce Burkhardt takes a look back at her remarkable life.

(BEGIN VIDEOTAPE)

KATHARINE HEPBURN, ACTRESS: I'll play any part that appeals to me for $20 but I'll never, under any circumstances, play any part with which I don't feel a sincere congeniality.

BRUCE BURKHARDT, CNN CORRESPONDENT (voice-over): 1933 was Katharine Hepburn's third movie in Hollywood, "Morning Glory," and it won her the first of her record four Oscars. In it, she portrays a naive but confident young actress who has no doubts about her future stardom.

HEPBURN: You're talking to the greatest actress in the world and I'm going to prove it.

BURKHARDT: She would later astound us with her range. This was typecasting.

HEPBURN: Just watch me.

UNIDENTIFIED FEMALE: Here she was this sort of very independent, strong woman striding around Hollywood in pants and at the same time she was, you know, intensely feminine.

BURKHARDT: In a town where the pants in the family had always been worn by men, Katharine Hepburn, in her own charming way, took charge.

UNIDENTIFIED FEMALE: She's important, yes, as an actress. But her significance goes way beyond whether or not this performance was good or that performance was good and whether she was a good actress or not. She became the symbol of the modern woman who believed that she could do anything, that everything was possible.

UNIDENTIFIED MALE: Echoes of her legacy can be seen in the work that was done a little bit later by people like Jane Fonda or some of Cher's roles, Sally Field where you have women who go in and change the system or challenge the system. Katharine Hepburn helped to popularize that kind of woman as opposed to just the romantic or the passive woman.

HEPBURN: Will you get off my running board?

UNIDENTIFIED MALE: This is my running board.

HEPBURN: Well, all right honey, stay there then.

BURKHARDT: Her independence, her feisty spirit, traits that she came by honestly.

Born in 1907 in Hartford, Connecticut, she was one of six children in a well to do New England family, her father, a doctor of urology and her mother a pioneering leader in women's rights, fighting for the vote and later for birth control. It was an unorthodox upbringing.

Of Hepburn's mother, "Life" magazine wrote in 1939: "Mrs. Thomas Norville (ph) Hepburn believes in the control of children before birth and nothing thereafter."

UNIDENTIFIED MALE: Your lover's arms feeling round you.

HEPBURN: I'd like to see anybody try it.

UNIDENTIFIED MALE: Would you?

BURKHARDT: Growing up with three older brothers, Hepburn was something of a tomboy which may explain why her favorite movie was "Little Women" in which she played the tomboy Jo March.

But her childhood was not without tragedy. It was she who discovered her older brother hanging dead from a rafter, a suspected suicide but the family always said it was a prank gone bad.

Hepburn went on to graduate from Bryn Mawr in 1928, not a college known for turning out actresses, and this scene was America's first glimpse of Katharine Hepburn in the movie "Bill of Divorcement." She went on to make another 42 movies winning four Oscars and 12 nominations, playing a diverse range of characters from co-starring with a leopard and Cary Grant in a movie that helped put the screwball into comedy.

HEPBURN: Oh, oh, oh.

BURKHARDT: "Bringing up Baby."

HEPBURN: Well, get behind me.

CARY GRANT, ACTOR: I am behind you.

HEPBURN: Well, get closer.

GRANT: I can't get any closer. Now, are you ready? Now, be calm, left foot first.

HEPBURN: All right. BURKHARDT: To portraying an uptight minister's sister in "African Queen."

UNIDENTIFIED FEMALE: I think probably the closest to what she actually was is the character she plays in "The African Queen." There's a kind of clumsiness and vulnerability and incredible grace that Houston captured. He got her bravery. He got her courage. He got her hunger for experience.

BURKHARDT: But, it wasn't all successes. The Hollywood Critics Association at one point called her box office poison and there were complaints about her tinny voice. She lost the part of Scarlet O'Hara in "Gone with the Wind" because producer David Selznick thought she lacked sex appeal.

As usual, she fought back and bought the rights to "The Philadelphia Story" so she could play the lead.

HEPBURN: So, I'm to be examined undressed and generally humiliated at 15 cents a copy and you, you're loving it.

BURKHARDT: In an era when studio moguls controlled everything, Katharine Hepburn fought them tooth and nail, even negotiating her own contracts. But it was her next film, "Woman of the Year" that proved to be the most pivotal of her life. It was in this film that she met Spencer Tracy, an intense love affair that her biographer believes had its roots in her brother's suicide.

UNIDENTIFIED FEMALE: And the rest of her life if you look at it, she finds one man after another who needs her, men who are bent on destroying themselves and that's, first of all, John Ford and then probably most famously Spencer Tracy.

BURKHARDT: During their 27 year affair, Hepburn and Tracy made nine films together, a perfect on-screen match that ended with "Guess Who's Coming to Dinner."

SPENCER TRACY, ACTOR: And there is nothing, absolutely nothing that your son feels for my daughter that I didn't feel for Christina (ph).

BURKHARDT: Tracy, a Catholic, would not divorce his wife and at the time their affair was kept relatively quiet. Two weeks after finishing this film, Tracy died. Hepburn never watched the movie.

HEPBURN: How dear of you to let me out of jail.

BURKHARDT: To deal with her grief, Hepburn immediately jumped into another project, co-starring with Peter O'Toole in "The Lion in Winter." It won her a third Oscar with a fourth and final one still to come.

HEPBURN: You know, Norman, you really are the sweetest man in the world but I'm the only one who knows it.

BURKHARDT: "On Golden Pond" paired her with Henry Fonda. Amazingly, they had never met before this movie, two legends facing their own mortality on screen and off. Hepburn claimed that death did not frighten her, not much did.

PETER O'TOOLE, ACTOR: I hope we never die.

HEPBURN: So, do I.

O'TOOLE: Do you think there's any chance of it?

BURKHARDT: Hepburn liked to tell people about her family's motto. She said her parents lived by it and so did she. Listen to the song of life.

(END VIDEOTAPE)

SAVIDGE: A remarkable woman and a highly talented actress, Katharine Hepburn dead now at the age of 96.

Incidentally, tonight on "LARRY KING LIVE" will be Katharine Hepburn's niece should you want to know more about the life and remarkable movies of the actress.

And, we'll be talking more about her death and the achievements she made in life coming up after the break.

(COMMERCIAL BREAK)

SAVIDGE: In case you're just joining us, we are talking about the sad news of the passing of actress Katharine Hepburn. She died today at the age of 96.

And, joining us right now is Belinda Luscombe. She's "TIME" magazine arts and media editor. We've sort of pressed you into this duty suddenly I know but that's the way events happen. Thanks for going along with us. I have to say I think Katharine Hepburn was one of my favorite actresses and I wonder where she stood in your mind.

BELINDA LUSCOMBE, "TIME" MAGAZINE: Well, I'm completely devastated by this news. I mean you know it's got to happen but to lose Gregory Peck and then Katharine Hepburn, it's like two of the sort of moral true norths of Hollywood.

So, I'm very -- I'm devastated. I mean it's a sad day I think for Hollywood and it's also a sad day for women because she -- as a kid, when I looked at Katharine Hepburn's movies, I saw a woman who was witty and smart-mouthed and brave and yet was still a woman and I just found that incredibly inspiring.

SAVIDGE: She did play remarkable roles in the way that she brought herself into a role that she was given. I'm wondering, you know, I don't even see roles today in modern filmmaking in which she could portray it as well as she did in the films of the past, in other words an era gone by.

LUSCOMBE: I think you're right. I watched "Adam's Rib" the other night really late and I thought, man that is a great movie. I cannot think of a movie so clever dialogue, so cleverly plotted, with such nuances and she really brought sort of scoffed about what a marriage was like and what a working woman was like that seemed incredibly 2003 to me.

SAVIDGE: Yes. I wouldn't want to be a leading man up against her. I mean obviously there were many and they did an extremely good job but it would be so difficult because she was such a powerhouse on the camera.

LUSCOMBE: Which is why I guess "Adam's Rib" worked so well because Spencer Tracy just met her blow for blow. I mean the kind of leading man that worked against her best was not necessarily a looker but a guy who could, you know, could talk and could match wits with her and that is really fun to watch.

SAVIDGE: Yes, Cary Grant is one that certainly comes to mind.

LUSCOMBE: Yes.

SAVIDGE: As you look at modern actresses today, and I know this is grossly unfair because she is such a legend, Katharine Hepburn, but anyone that you see that could even stand a chance at trying to fill those shoes?

LUSCOMBE: The closest one that comes to mind is somebody maybe like Kate Blanchard who has a lot of class and who takes interesting roles or if you're looking for a more comic actress I think Reese Witherspoon has a lot of stuff going for her. She can be clever and funny. I mean she's a little -- she plays a little bit. She isn't Kate Hepburn but I think her work in "Election" shows she doesn't have to go that way.

SAVIDGE: And what modern films could you have seen her cast in? Again, I know we're sort of theorizing her but I wonder what your thoughts are.

LUSCOMBE: Well, I certainly couldn't have seen her in "Charlie's Angels" that's for sure.

SAVIDGE: No, no I don't think so, not at all. I'm glad you point that out. It is tough to try and figure out what modern movies because the way women are portrayed perhaps not the same as she portrayed women in the classic films of days gone by.

LUSCOMBE: That's right. It seems that movies today we sort of prefer and, again, this is unfair because there are lots of fine nuance movies out there but we do prefer, especially in summer, big cartoon movies where everything is black and white and we can clearly put everyone in their box and that wasn't Kate Hepburn's thing at all.

SAVIDGE: Do you think she was an influence on a great many actresses' lives today?

LUSCOMBE: Oh, I can't see how she wouldn't. I'm sure she was an inspiration too because she seemed to have it all. She seemed to do, you know, stay herself and get great roles and not have to compromise either her artistic ideals or her morals to do what she wanted to do.

SAVIDGE: Yes. Belinda Luscombe with "TIME" magazine's arts and media, she's the editor. Thanks very much for filling in here and helping us on this very sad news coming out of Hollywood.

LUSCOMBE: No problem.

SAVIDGE: We want to bring in someone else. James Prideaux was a contemporary of Katharine Hepburn, we are talking about her passing, wrote screenplays, wrote books, and knew her. So, I want to bring you in and are you there Mr. Prideaux?

JAMES PRIDEAUX, FRIEND OF KATHARINE HEPBURN: Yes, I'm still a contemporary.

SAVIDGE: I'm sure you are.

PRIDEAUX: I'm laid low. I really am. I just got the news.

SAVIDGE: Yes, we all I think are.

PRIDEAUX: Yes.

SAVIDGE: Obviously, we knew that, you know, with her age that this was a possibility to happen but when it happens and realizing that she is gone from us must have a tremendous effect.

PRIDEAUX: Oh, a world without Kate is inconceivable to me after 30 years. I mean she was the one person I knew whose favorite word was fascinating. Everything, everything was fascinating to Kate. She was so -- she so embraced life. It was just wonderful. She was so exciting to know and wonderful to work with, I'll tell you.

SAVIDGE: I'm curious was the person that we see on screen and came to know is that Katharine Hepburn?

PRIDEAUX: That's very much -- yes, that's very much Kate, yes.

SAVIDGE: She was feisty. She was...

PRIDEAUX: She said that it never seemed to work when she tried to play someone else like (unintelligible) or whoever. She said nobody ever believed I was (unintelligible). She was always Kate Hepburn, you know.

SAVIDGE: And what was it that seemed to draw us to her. She was a magnet whenever she appeared on screen. You just were pulled in.

PRIDEAUX: Well, I can think of several things, certainly her incredible face, her look.

SAVIDGE: Yes.

PRIDEAUX: Her carriage, not to mention the character that came right out, you know. It was all there and I knew her. She stayed at my house in Stone Ridge, New York so many weekends. I knew her very, very well even when we weren't making movies and she was just always interested in everything.

SAVIDGE: If you were a director what was she like to work with?

PRIDEAUX: To direct, well George Schaeffer (ph) who alas now is dead could tell you she was -- she said -- oh, Kate said you know some people they said I'm -- they think I'm bossy and I have a bossy reputation but she said, you know, if they say no I back right down and she did.

SAVIDGE: Yes, you mean there really was sort of a soft side to her despite (unintelligible)?

PRIDEAUX: Yes, we would say and Kate would be now we've got to do this, got to do that. We'd say Kate, no, we can't do that because (unintelligible). OK, OK, OK, you know.

SAVIDGE: We know the roles she played and played so extremely well. Were there any roles that she didn't do that perhaps she shared and said, you know, I really wished I had done that and could have done it better?

PRIDEAUX: I'm sure there were but I can't think of any at the moment.

SAVIDGE: Yes.

PRIDEAUX: Not at the moment.

SAVIDGE: Anyone that you could see in the modern world of movies that even comes close to her personality comes close to...

PRIDEAUX: Not even faintly, no.

SAVIDGE: No.

PRIDEAUX: There will never be another Katharine Hepburn.

SAVIDGE: Was it her background? What was it that made her so strong?

PRIDEAUX: She was just, well, she was brought up in a very strong family.

SAVIDGE: Yes.

PRIDEAUX: New Englanders and her mother and her father were very bright people, very intelligent people, and you know we often said to each other, you know, we both had parents who said to us you are one wonderful kid. You're wonderful and I think that really helps. Every child should hear that.

SAVIDGE: It's a delight to talk to you because you have insights that those of us that merely watched her on the silver screen don't. What are some of your favorite stories, favorite recollections?

PRIDEAUX: Oh, I wouldn't know where to begin at the moment. I'll write them all down.

SAVIDGE: I know it's an unfair thing to ask especially...

PRIDEAUX: There were so many times when we would just be at my house in Stone Ridge, New York for the weekend and just sitting about and talking about everything but she always was ready to let's get up and -- an adventure, even if it was just driving into Woodstock or something to the supermarket, whatever it was. She was always ready for it.

SAVIDGE: And if you did one of those adventures, how did people respond when they saw her?

PRIDEAUX: Oh, well you can imagine.

SAVIDGE: Yes, I think I could.

PRIDEAUX: And I used to say I've got to go, hey I've got to go to the library. I'll be back in a bit and she said, no, no, I'll go too. I'll go too, because I knew when she went she rather liked the little fuss that she caused.

SAVIDGE: Well, I would think it would be more than just a little fuss that she caused.

PRIDEAUX: Well, I mean we never -- she never went out into crowds, big crowds. You just don't do that when you're that big a star but if we'd go to the store or the library or wherever. She never ate out in restaurants, as you know, because she said I can't eat with people staring at me. But the little places, there would be a bit of a stir and she enjoyed it a bit I think.

SAVIDGE: And was she funny? I mean could she tell jokes? Was she an easy person to get along with?

PRIDEAUX: Oh, God was anybody ever wittier? Of course she was funny. We laughed and laughed and laughed.

SAVIDGE: And I know that comes across on screen but, again, you know trying to see how a person is off screen. Some people are so dramatically different.

PRIDEAUX: When anybody is that full of life there's got to be humor there and there certainly was.

SAVIDGE: Was there a favorite role she played to you that just summed up who she was?

PRIDEAUX: No, not especially.

SAVIDGE: No, I think you have to take them all in.

PRIDEAUX: Take them all, yes.

SAVIDGE: And we will.

PRIDEAUX: OK.

SAVIDGE: Over the next few days. James Prideaux, thank you very much for joining us.

PRIDEAUX: Oh, it's nice talking to you.

SAVIDGE: It was delightful talking with you, reflecting on the life of Katharine Hepburn who has passed away at the age of 96. We'll take a break and be back with more after this.

(COMMERCIAL BREAK)

SAVIDGE: She has such grace, such style and remarkable presence. Katharine Hepburn has left us all. Trying to encapsulate her life in movies would be a daunting task for anyone. Lauren Sydney takes a look back.

(BEGIN VIDEOTAPE)

HEPBURN: You see, I was very sure of myself in those days.

LAUREN SYDNEY, CNN CORRESPONDENT: Strong willed, intelligent, independent, that's the image Katharine Hepburn projected in her acting career. Between the roles she played and the life she lived, she changed perceptions about what women could do and be.

HEPBURN: All I'm trying to say is that there are lots of things that a man can do and in society's eyes it's all hunky dory. A woman does the same thing, the same mind you, and she's an outcast.

TRACY: Finished?

HEPBURN: No.

SYDNEY: Hepburn's first success came on Broadway. By the early 1930s Hollywood was courting her but when she arrived her unconventional behavior raised eyebrows. She was outspoken and wore slacks at a time when women didn't.

HEPBURN: I've always lived my life exactly as I wanted. I've tried to please no one but me, me, me.

SYDNEY: Hepburn won her first Academy Award in only her third movie, her 1933's "Morning Glory."

HEPBURN: You're talking to the greatest actress in the world and I'm going to prove it to you. Now, keep quiet all of you and you, you, just wait a minute. Just watch me.

SYDNEY: In 1936, she teamed for the first time with Cary Grant, a pairing that would yield the classic "Bringing up Baby," a year later.

GRANT: Oh, never hang on to a leopard's tale, Susan.

SYDNEY: Her career had its ups and downs following that. She was rejected for the role of Scarlet O'Hara in "Gone With the Wind." It was another sophisticated comedy with Grant that brought her back.

In an unusual move for the time, she bought the rights to "The Philadelphia Story" and chose the director and her leading man.

HEPBURN: Dexter, would you mind doing something for me?

GRANT: Anything, what?

HEPBURN: Get the heck out of here.

UNIDENTIFIED MALE: She's waiting for you.

SYDNEY: With "Woman of the Year" in 1942, she began a professional relationship with Spencer Tracy that later became personal.

HEPBURN: I was sort of hoping that you'd kiss me goodbye.

SYDNEY: Their on-screen chemistry and a series of groundbreaking comedies was unmistakable but they kept their romance private. Hepburn stuck by Tracy even though he refused to divorce his wife.

Their ninth and last film together was "Guess Who's Coming to Dinner" in 1967. Tracy died two weeks after the finished filming. She won an Oscar for her work in that film and earned her third the following year for "The Lion in Winter."

HEPBURN: That's a mean and tawdry way to talk about your fiancee.

UNIDENTIFIED MALE: My fiancee.

HEPBURN: Whosever fiancee.

SYDNEY: By then, her Parkinson's-like tremors were noticeable but she continued working.

HENRY FONDA, ACTOR: You are a pretty old dame, aren't you? What are you doing with a dowdy old son of a bitch like me?

HEPBURN: Well, I haven't the vaguest idea.

SYDNEY: "On Golden Pond" brought her an unprecedented fourth Academy Award, all of them in lead roles.

HEPBURN: The trick in life is getting what you want, my dear.

SYDNEY: Hepburn's final role came in "Love Affair" in 1994. The public's love affair with her through unforgettable films like "The African Queen" earned her this distinction, the American Film Institute's honor as Hollywood's greatest female screen legend.

(END VIDEOTAPE)

SAVIDGE: And, in case you're just joining us, we are following the life and now the death of actress Katharine Hepburn. She was a legend, as anyone knows, in the Hollywood movie industry. She passed away today at the age of 96 and all of us are reflecting on the movies that we loved best from her career.

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