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CNN LARRY KING LIVE

Encore Presentation: Interview With Ed McMahon

Aired January 23, 2005 - 19:00   ET

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


(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")
ED MCMAHON, JOHNNY CARSON'S SIDEKICK ON "THE TONIGHT SHOW": And now, ladies and gentlemen, here's Johnny!

(END VIDEO CLIP)

LARRY KING, HOST: Tonight: He and Johnny Carson changed television forever on "The Tonight Show." And now, 41 years after they began making history, Ed McMahon looks back at all those memories and all those laughs. Ed McMahon for the hour is next on LARRY KING LIVE.

Hey, it's always a great pleasure to welcome him to LARRY KING LIVE. He's Ed McMahon, Johnny Carson's "Tonight Show" sidekick, his second banana for only 30 years. Also a star, of course, in his own right, Ed hosted "Star Search" for 12 years, a multitude of TV specials, worked with Dick Clark on lots of things. And in this holiday season, we're saluting the release of "The Ultimate Collection: Johnny Carson." It's called "Starring Johnny Carson," volumes 1 through 3. And some of the clips that we'll show you tonight can be found on that three- disk boxed DVD set called "The Ultimate Johnny Carson Collection," available anyplace -- it's available anywhere they sell DVDs. Other clips we'll show you tonight are from a 10-DVD collection called "Here's Johnny: The Special Collector's Edition." It's available on the official Johnny Carson Web site at www.johnnycarson.com.

How's he doing?

MCMAHON: He's doing great. I spoke to him -- you know, he had a birthday on the 23rd of October. I always call him. He calls me on my birthday, I call him on his birthday. And I like that day because that's the closest we are to the same age. On that particular day, he turned 78. He called me in March, when I turned 80. But for that little moment, we are...

KING: You're close.

MCMAHON: ... close. Right. So I called him. He sounds great. You know, there's some report about him being in another ill kind of situation, but he didn't sound like it. Had a couple of jokes for me, as he always does. But I had another time to call him earlier because on the 13th of October, that's when we celebrated 45 years together on the -- you know, "Tonight." We started on "Who Do you Trust," a game show, worked for four years, and then 30 years. So he remembered that, which was very interesting. I didn't think he did because he's funny. He doesn't remember little holidays, and I was so pleased when he said, I thought of that yesterday, that we've got 45 years. So one time on the show, I really shocked him. I said, you know something? He said, What. I said, I've spent half my life with you. And that really knocked him on his ear.

KING: There were arguments about should that show should have been called "Whom Do You Trust," right?

MCMAHON: Yes. That's right.

KING: Wasn't that a -- that was a debate...

MCMAHON: Yes. That's right.

KING: ... among English teachers.

MCMAHON: Well, it started out, "Do You Trust Your Wife." Edgar Bergen did it out here in California. Then they wanted to expand. You had to have a husband and wife. So they wanted to have, like, two sisters, a couple of uncles, a cousin, whatever. So they changed it to -- you know. But "Who Do You Trust" had a ring to it that was good.

KING: In this holiday season, Johnny Carson so embodies laughter and good times.

MCMAHON: Oh, yes. Yes.

KING: Was he always -- and is he...

MCMAHON: Always.

KING: Is he reclusive?

MCMAHON: Well, he's very reclusive, as you know. He doesn't see anybody. I mean, I -- it's great...

KING: Why, do you think?

MCMAHON: I don't know. That's his plan. You know, he was never a -- you know, a busy bee with the social life. He did it for a while because he had to do it, kind of. But he didn't like it and he didn't want to do it. So when he could get out of it, he really got out of it.

But he is funny. What's wonderful about him is that he thinks funny. And no matter what subject -- I would go in to see him before the show. We would never talk about the show. We'd spend seven or eight minutes together, just the two of us often, and he would always think funny. It could be about the pope. Could be about the war. Could be anything in the world, some humor would come into it.

KING: What does he do with his days? He's on the boat a lot, right? MCMAHON: He's on the boat a lot. He's got -- he moved his office. He closed his office in Santa Monica they had for many years. He gave all of his memorabilia away to a museum up in Nebraska. And they have a -- I've got to go and see this museum because they've got him in life form, one of those animatronic, whatever they're called.

KING: Oh!

MCMAHON: You know, he greets you. I say, "Here's Johnny," and he starts talking to you as you're going through the museum. But he gave all his stuff away, all the covers of "TV Guide" and the various magazines and all the things he had, and he moved a little office arrangement into one of the cabins on the boat.

This is quite a boat. He used to kid me about my yacht. You know, I had a boat -- a yacht. My yacht could be a dingy on this yacht. This is a biggie. And anyway, it's been reported, so I can say it's 130-foot. And when you're on there, it's pretty great.

KING: Is he happily married now and everything?

MCMAHON: Oh, very happily married, yes. And she watches him very carefully.

KING: Does he still travel?

MCMAHON: A little bit. Not a lot. He doesn't travel...

KING: He used go to Europe a lot, and tennis tournaments.

MCMAHON: He used to, yes. I don't think he went to Wimbledon this year.

KING: No?

MCMAHON: I don't think so. He spent most of this summer, I think, on the San Juan islands. When I spoke to him the other day, he was going to go down to the end of Baja peninsula, down to Cabo. But that's -- you talk to him, you talk boating. You know, Where am I going? Where have I been? What have I done. And the only thing he does -- that -- the company, you know, the production company, puts out these tapes.

KING: Our mutual friend, George Slaughter (ph), the famed producer...

MCMAHON: Yes.

KING: ... told me he -- Johnny called him one day, and he went out and had lunch with him, spent two hours on the boat...

MCMAHON: Oh, yes.

KING: ... just told jokes.

MCMAHON: Sure. Oh, that's what happens. KING: Had a great time and left...

MCMAHON: I mean, it's great. We just...

KING: ... and it was...

MCMAHON: ... had a wonderful time. That's what happens to me. I go out and we tell jokes for two hours. It's great-

KING: Why doesn't he do a show? Any show?

MCMAHON: Oh, there's no way. If you could do him to do a show, that'd be the biggest rating of the year. Can you imagine if he came back with me and with Doc Severinson and we just did one show?

KING: One show.

MCMAHON: That would be great. He won't do it.

KING: I also asked him -- I spoke to him about a year ago -- if he'd come on this show. He said, If I come on your show, then I got to do other friends...

MCMAHON: That his...

KING: ... I got to do four shows.

MCMAHON: He uses that excuse. So now I don't even ask him anymore. You know, they come to me. They figure they get to me, I can get to him. So now I don't even ask. I just (UNINTELLIGIBLE)

KING: How did you first meet?

MCMAHON: We met because Dick Clark, my pal, Dick Clark -- I got back from the Korean war in Philadelphia, and Dick Clark, when I left, was a disk jockey. When I came back, he was red hot. He...

KING: "Bandstand."

MCMAHON: "Bandstand." He was on the cover of "Time" magazine. Everything was great. I moved into an apartment. They had saved an apartment for me. And I want to know who my next-door neighbor is. It's Dick Clark. Now, what a break for me because they did a big show on "Person to Person" with Edward R. Morrow. He used to sit in a studio like you, all by himself, and the camera would go out elsewhere -- did Dick Clark. After it was over, the owner of the apartment said, Come on down. We're having a party. So I went down. He said, Ed, get up and entertain these people. I said, What? He said, These people from New York -- get up and entertain them.

So I get up, told some jokes, sang a song, whatever. So Dick Clark's producer said, You know, you're really good. He said, I'm going to remember you. Well, you hear that, you know, nothing ever comes of it. He did remember me because he was in a little theater next to Johnny's office, and he heard they needed an announcer for that show... KING: "Who Do You Trust."

MCMAHON: ... "Who Do You Trust." And I came up and met him. Apparently...

KING: Where did you meet him, in his office?

MCMAHON: In his office, the dressing room. And...

KING: And this was your interview, like?

MCMAHON: Yes, supposedly. Very few questions. Where did you go to college? Catholic University in Washington. What are you doing now? I told him a few shows. He said, Ed, it was great meeting you. And I walked out the door and got on the train back to Philadelphia. I figured I lost that job. And two weeks later, they called me. I got the job.

KING: Did you immediately click, the two of you?

MCMAHON: Yes. I'll tell you something -- and I reminded him of it the other day when I called him for the 45th anniversary. I said, That was the day you called me Lothar for the first time. You remember Lothar? He was -- you know, Mandrake the Magician. Lothar was the man that could solve anything, big guy, brute of a man. So I had to bring the questions out. He had the cards, and I brought the questions out. And he saw me. He jumped in place. He said, Lothar, you startled me.

(LAUGHTER)

MCMAHON: That was the beginning of our relationship.

KING: (UNINTELLIGIBLE) Mandrake (UNINTELLIGIBLE), but Lothar was an evil guy. Bad guy, Lothar.

MCMAHON: He was tough. He was tough.

KING: As we go to break, let's go back to 1976, when a rising comedy star asks Johnny if he can check his messages from the phone on Johnny's desk. Watch.

(BEGIN VIDEO CLIP)

UNIDENTIFIED FEMALE: Steve, this is Trudy. Don't be embarrassed about the other night. It can happen to any guy.

UNIDENTIFIED FEMALE: Hello, Steve. This is Victoria. Don't be embarrassed about the other night. It doesn't mean you're not a man. Talk to you later.

UNIDENTIFIED MALE: Steve, this is Bill. Don't be embarrassed about the other night...

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW") JOHNNY CARSON: Every Lincoln's birthday reminds me of my old girlfriend back in Nebraska, Gina Statutory and -- name of Gina Statutory. And she went to Lincoln High. And she was voted Miss Lincoln because every guy in school took a shot at her in the balcony.

(END VIDEO CLIP)

KING: We're back with Ed McMahon, saluting Johnny Carson. And they've just released "The Ultimate Collection' Johnny Carson," volumes one through three. Hysterical -- these are hysterical.

MCMAHON: Oh, gosh. And they still hold up.

KING: Now, on the -- when he got "The Tonight Show"...

MCMAHON: Yes.

KING: ... he replaced Paar, right?

MCMAHON: Right.

KING: Steve Allen started it.

MCMAHON: Right.

KING: He was the first host of -- actually, before that...

MCMAHON: It was...

KING: ... "Broadway Open House."

MCMAHON: ... Maury Amsterdam and "Broadway Open House." Boy, you got a good memory.

KING: And Jerry...

MCMAHON: Jerry Lester (ph)...

KING: Jerry Lester.

MCMAHON: ... did it Monday, Wednesday and Friday. Maury Amsterdam did it...

KING: Tuesdays and Thursdays.

MCMAHON: In those days, they couldn't do five days a week...

KING: Right.

MCMAHON: ... so he only worked Monday, Wednesday, Friday. And Maury Amsterdam did Tuesday and Thursday. Do you remember who was the first sidekick with Jerry Lester?

KING: I know... MCMAHON: It's a tough one. KING: ... it was Tom and George. Tom was a good guy, George was a bad guy.

MCMAHON: It's a tough question because it was Dagmar...

KING: Oh, I remember Dagmar. Oh!

MCMAHON: ... a very voluptuous lady.

KING: Who once did a record with Frank Sinatra, right, before...

MCMAHON: That's right. Yes.

KING: ... he quit Columbia...

(CROSSTALK)

KING: ... with Dagmar.

MCMAHON: And she would sit on a stool. And she was rather...

KING: Heavy.

MCMAHON: ... beautifully endowed. And you know, they'd walk around here, and there were a lot of, you know, double entendre jokes.

KING: Jerry used to right up to the camera, would kiss the camera.

MCMAHON: Yes. That's right. Yes. You remember.

KING: But then it was "The Tonight Show" with Steve -- and how did Johnny -- were you there when Johnny was asked to do "The Tonight Show," which originated in New York for a while.

MCMAHON: That's right. Well, what happened was, he got the show. Now, everybody was saying, Oh, you got the show. I said, Wait a minute. Nobody's told me I got the show. Now, his manager was a very good friend of mine, and he didn't even know. And the way that happens -- an interesting story. There was a restaurant, a famous restaurant, Sardi's, right next to the little theater. And so we're sitting there one night, and there was a lot of rumors, who was going to get the job. Hugh Downs was my predecessor. Would he stay on? Would somebody else take it? You know, Gene Raeburn had done it with Steve Allen. Would these people be available?

Nobody said anything about me. So we're there, having a little cheese and cracker and a little tasty substance. And he says, You know, when we take over "The Tonight Show" -- I said, Hold it, Tonto. What do you mean, When we take over? Oh, he says, I'm taking you with me. You know that. Like I -- you know, I couldn't assume that. I could presume that I would be on the show. That's how I found out.

KING: Was that a hit from the start, when he took it over?

MCMAHON: Yes. KING: And you did it in -- how many years did you do it in New York?

MCMAHON: We did it in New York for almost 10 years, and we moved out here in 1972.

KING: Now we're going to show you a clip here. Ed had a bad night back in 1973. He was -- and this is famous. He was doing a live commercial -- they did live commercials then on that show -- for Alpo dog food.

MCMAHON: Oh, boy.

KING: Problem was, the dog apparently wasn't hungry. We'll take a look at how Johnny helped bail him out. Watch.

(BEGIN VIDEO CLIP)

MCMAHON: I'll put it down for you. There you go. Come on. Come on. Come on, dog. Well, Hernandez is a little -- yes, please. Come right here. Please. Nice Hernandez! Alpo. And next time you find yourself looking at the (UNINTELLIGIBLE) -- yes, nice Hernandez.

(END VIDEO CLIP)

KING: How did the Alpo people react?

MCMAHON: Oh, they loved it.

KING: They loved it.

MCMAHON: Sure. They loved that. Yes.

KING: The chemistry between the two of you happened right away, right?

MCMAHON: Yes.

KING: You always -- he seemed to know your pauses.

MCMAHON: Yes. We worked...

KING: You finished each other's sentences.

MCMAHON: Yes. I liken it to two great basketball players taking a ball down the court. I get trapped. He gets -- I throw the ball to him, he goes a little, then he throws it back to me. And we worked our way down the court, but he sinks the basket. He's the star.

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

CARSON: You know, I've been depressed lately.

MCMAHON: Depressed?

CARSON: Yes. Depressed! Why do you repeat everything? I can go to Taco Bell for that. Why do you...

(END VIDEO CLIP)

MCMAHON: And I could throw a line at him and know that no matter how good the line might be, if I get a big laugh, his take -- and our director, Bobby Quinn (ph), would take a shot of him right away, you know, boom, because that Carson take was wonderful. You know, he was a big fan of Jack Benny, as I was. And he, you know, had that take down, that wonderful look.

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

CARSON: Karnak (ph) is attempting to divine an answer while you're sitting here giggling. May I have silence, please?

MCMAHON: Yes. You've had it many times before.

(END VIDEO CLIP)

MCMAHON: I tell you a story that's interesting. This was a great night. This was a -- he had some material, about five sheets of paper, and it wasn't really going anywhere. And about the eighth joke, we both knew this whole thing was going in the dumper, right? So I very bravely picked up his cigarette lighter, put it under the material and set fire to his material.

Now, imagine! You've got to be brave to -- I don't know if he's got a great joke on page two. You know, page one was pretty bad. So I set fire -- and he lets it burn, like Laurel and Hardy. He's looking at the fire. He looks up at the audience, and he looks at me, and he looks back at the thing and then he looks over. He says, You're absolutely right. Now, he reaches down and gets a wastepaper basket, lifts it up on the desk, takes the material, still burning, in his hands, takes the material. Just before he drops it in the basket, Doc starts playing "Taps."

(LAUGHTER)

MCMAHON: Well, I mean, it's priceless! You know, now you've put three writers in a room for a month wouldn't come up with that bit. You couldn't write it. It just happened.

KING: And those were the days -- I remember them well because I did it in Miami -- you smoked on television.

MCMAHON: That's right.

KING: We all smoked. Mike Wallace smoked.

MCMAHON: Yes. That's right.

KING: I smoked. Carson smoked.

MCMAHON: Well, I never smoked.

KING: You didn't smoke, but Carson smoked the whole show. MCMAHON: Oh, yes. But later on in life, he didn't want to let anybody else see it. KING: He kept it underneath.

MCMAHON: Yes, he had a little ashtray under the desk. Yes.

KING: We'll be back with more of Ed McMahon. And as we go to break, the year is 1985, and the guest is a 32-year-old named Roseanne Barr. Watch.

MCMAHON: Oh, boy.

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

ROSEANNE BARR: So I am really a nice wife and all because, like, every year on my husband's birthday, you know what I tell him? I say, Today I'm going to be the wife you always wanted me to be. And I'll say really nice stuff to him just to build up his ego, you know, out of pure love. Like, I'll say, God, honey, you're so incredibly handy with those power tools. Why, Ethan Allen himself couldn't have handcrafted a finer spice rack. Now, your mother's the most interesting woman I've ever met.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

CARSON: ... about 60 pounds?

UNIDENTIFIED FEMALE: She weighs about...

CARSON: Whoops!

UNIDENTIFIED FEMALE: Yes, she weighs...

(LAUGHTER)

CARSON: They say if you look an animal right in the face and talk to them, then they know you're not scared.

(END VIDEO CLIP)

KING: We're back with Johnny Carson, as a memory figure tonight, as a -- looking back on all those -- some of the greatest television ever done. Arguably, the top five television shows of all time.

MCMAHON: I would think so. No question. I mean, he is the best thing that ever happened to television, really. In his art form -- it will never be duplicated.

KING: Were there bad nights, I mean, off nights...

MCMAHON: Not really. KING: ... guests didn't work?

MCMAHON: Not really. His attitude was, you know, if we had a bad night, which was very rare, and it was never that bad -- it seemed bad to us, maybe. But he would say, Hey, there's always tomorrow night. That would the closing line to me, while the credits were rolling. Well, there's always tomorrow night.

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

CARSON: Anything? Now, how many of you know that I'm sweating a lot right now? How many of you know that?

(END VIDEO CLIP)

KING: Now let's take it to California.

MCMAHON: Yes.

KING: What time did you get there every day? What time did he get there?

MCMAHON: I got there about 2:00 o'clock every day. And if I had a rehearsal for a commercial, I'd do that at about 2:30. Sometimes I would tape them in advance. Most of the times, I did them live in the body of the show. And we always acted like it was live, by the way. All the clocks were set at 5:30.

KING: You went at 5:30?

MCMAHON: I mean, 11:30. So we would go at 11:30 on the clock. Anyway, I would come do that, do a rehearsal or do a taping. And then I would go into my office and hang around. If there was a sketch we had to rehearse, we'd do it in his office. We wouldn't even do it up on stage. We never rehearsed something like Aunt Blabby. We might do that in his office. If we did the Karnak the Magnificent, we never rehearsed that. So most of it was ad-libbed. So that's what we would do. Then about 5:25, I would go down and see him, and we would talk about anything else in the world except the show -- jokes about anything, whatever was happening in the news.

Then I would go down and warm up the audience. And I wouldn't see him again until he would come out on stage.

KING: He never saw the audience before the show?

MCMAHON: No. And he never saw any of the guests. He wouldn't go see -- like, Jay Leno goes to see every guest. Johnny wouldn't do it. He wanted everything to happen on stage. Smart.

KING: And he didn't buddy with them after the show, right?

MCMAHON: Not really.

KING: They all say that.

MCMAHON: Some of them. You know, Rickles and Newhart. Certain people he was very close to, he would have dinner with after the show.

KING: How did "Here's Johnny"...

MCMAHON: I just thought of that.

KING: Did you do it the first night?

MCMAHON: The first night, I -- I wanted to do something -- it didn't seem enough to say, Here's Johnny Carson. I mean, I just couldn't do that, I thought that afternoon. And I was looking all weekend for something. Hugh Downs had a great thing, "Yours truly, Hugh Downs." I wanted to have something that hung onto me. So I thought of that in the afternoon, and I tried it. I knew it was good because the next day, when I went to work, walking down the corridor at NBC, everybody was saying...

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

MCMAHON: Here's Johnny!

(END VIDEO CLIP)

KING: He also had his own line of clothing?

MCMAHON: Yes.

KING: Sonny Werblin (ph) put him into that business.

MCMAHON: Yes. Right.

KING: Johnny did very well. Johnny made -- in 1960s, mid-'60s, he made $4 million a year. That's equivalent to $25 million today.

MCMAHON: Yes. Yes. And he finally did make $25 million in those days, finally. You know, I don't know what he was making toward the end, but it was in the high figures. And look what he did for NBC. You know, we had the same set, same carpeting. We changed the curtains once in a while. But they didn't crash a car. They didn't set fire to a building. And they made all that money.

KING: Did you like the move to California?

MCMAHON: Oh, yes, very much. Yes. We had come out here -- every year from the first year, we had been coming out. Toward the last years, we were coming out four months a year. And finally one night, very casually, he looked at me, says, You know what we're going to do? I said, What? He says, We're going to move to California. That's how he, like, decided, that night. And what was great about it was the studio was so much bigger. We were in an old radio studio in New York, 6-B. And it only held about 200-and-something people. Moving out here, we had over 500 people.

But the sketches -- he could do -- you know, you'd bring a herd of elephants in, if you wanted. Big, you know, studio out at NBC out in Burbank. So that was it. And it was wonderful. And a lot of stars lived out here. KING: The current hosts, Letterman, Leno and those, never have a guest host. Never have a guest host.

MCMAHON: No. No.

KING: Letterman occasionally might have someone sit in. When he was ill, someone sat in. Carson always had guest hosts, right?

MCMAHON: Yes, for weeks. He would be gone for three weeks. He had three weeks of guest hosts.

KING: Joey Bishop guested, right? Didn't he?

MCMAHON: Oh, everybody you can think of. Bob Newhart did it. Rickles did it. Frank Sinatra did it twice. Can you imagine Frank Sinatra hosting that show? What great nights those were. But everybody you can think of. You know, a lot of the people who went on to do shows later, like David Brenner or somebody like that.

KING: I mean, he liked helping people.

MCMAHON: Oh, yes. Letterman hosted.

KING: As we go to break, Johnny gets interrogated Dragnet-style by "Dragnet" star Jack Webb. This clip from 1968.

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

JACK WEBB, ACTOR: Now, can I have the facts? What kind of clappers were stolen on this caper?

CARSON: They were copper clappers.

WEBB: And where were they kept?

CARSON: In the closet.

WEBB: You have any ideas who might have taken the copper clappers from the closet?

CARSON: Well, just one. I fired a man. He swore he'd get even.

WEBB: What was his name?

CARSON: Claude Cooper.

WEBB: You think then...

CARSON: That's right. I think Claude Cooper copped my copper clappers kept in the closet.

WEBB: You know where this Claude Cooper is from?

CARSON: Yes. Cleveland.

WEBB: That figures. (END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP - "THE TONIGHT SHOW")

MCMAHON: Karnak the magnificent!

CARSON: Over 105 in Los Angeles.

MCMAHON: Over 105 in Los Angeles.

CARSON: Under the Reagan plan, how old will you have to be to collect Social Security? Yahoo serious.

MCMAHON: Yahoo serious.

CARSON: What are the two stages of sex?

(END VIDEO CLIP)

KING: We're back with Ed McMahon, sharing memories of Johnny Carson. Some of the clips -- the Johnny Carson show. He ain't dead, folks.

(LAUGHTER)

KING: Some of the clips we're showing you tonight can be found on the three disks boxed DVD set called "The Ultimate Johnny Carson Collection," available just about anyplace where they sell DVDs. And other clips we're showing you are from a 10-DVD collection called "Here's Johnny: The Special Collector's Edition." It's available on the official Johnny Carson Web site, wwww.johnnycarson.com.

Also people with him, his brother, the producer...

MCMAHON: Yes.

KING: ... were with him forever, right?

MCMAHON: Oh, yes.

KING: People didn't leave that show.

MCMAHON: No, if you were there, if you had reason to stay there, you stayed there.

KING: Doc Severinsen.

MCMAHON: Doc Severinsen, yes.

KING: Skitch Henderson was first and then Doc, right?

MCMAHON: Doc was there from day one. Playing in the orchestra. And then when it came time for a change to a new guy, Doc had gone to, like, conductor's school, learned how to be a conductor. He took over. So Doc was there. Fred de Cordova was there the last few years in New York. And then, of course, out here, he was wonderful. But we had a good group. It was like a family.

Johnny was, as I mentioned, the admirer of Jack Benny. And Jack Benny had a family. He had Mary Livingston, he had Phil Harris, he had Don Wilson. He had a group. Johnny did the same thing. And de Cordova became part of the group. You saw him on camera. He had comments. One night -- Tommy Newsom might have the funniest line. One night Johnny walked out. Johnny had a light tan sport coat and brown trousers. And he walked out and he started the monologue. And he looked over and Tommy Newsom had the same outfit.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: Excuse me, are you and Tommy going somewhere together?

CARSON: I just looked over there. We look like Ray and Bob Eberly. Why didn't you check with me before the show. We could have found out what we were wearing.

TOMMY NEWSOM, BAND MEMBER, "TONIGHT SHOW": They told me there was only one outfit like this.

(END VIDEO CLIP)

MCMAHON: He would have the funny line. But the next day, people would say, wasn't Johnny Carson funny? And they did that with Benny. Benny wasn't afraid to give somebody else the funny line. Carson would act like he was disturbed by a line I would have, he loved it.

KING: Sometimes, people just walked in, right? Hope would be down the hall, he'd walk in.

MCMAHON: Oh, yes. Dean Martin, one night. That was one of the great nights of all...

KING: When he walked in.

MCMAHON: When he walked in with George Gobel.

(BEGIN VIDEO CLIP)

GEORGE GOBEL, COMEDIAN: I'm very glad to be here. And I'm going to tell you, without me, your show tonight would have been nothing.

This is a pretty fast league.

CARSON: Oh, this is a -- the A Troops are out here tonight.

GOBEL: And I'm glad you saved me now. Because, you know, when you come on last, you generally get the feeling -- do you ever get the feeling that the world was a tuxedo and you were a pair of brown shoes? (END VIDEO CLIP)

KING: George was a really funny guy.

MCMAHON: Oh, yes. But he didn't want to have him come out. Johnny wanted him to come out, but the staff said, you know, he's a slow starter. You know, spooky old Alice. Johnny said, "No, we're not going to do that to George."

KING: And also, that show used to start, people forget this, 11:15. There was only 15 minutes of news at 11:00. Carson had to do a 15-minute filler there.

MCMAHON: I did it with Skitch. I would do the first 15 minutes. You talk about a tough 15 minutes. You want to be good, but you can't be that good. You can't take away from the star. So we would have 15 minutes to fill until Johnny would come out at 11:30. And it used to be an hour and 45 minutes of show. In the very beginning, we did nine hours a week in the first year or so.

KING: You did specials, too.

MCMAHON: Yes.

KING: And he did Vegas. Johnny worked Vegas.

MCMAHON: Oh, he was great in Vegas.

KING: Great actor.

MCMAHON: Oh, great actor.

KING: He did a little magic, too.

MCMAHON: Yes, yes, he played guitar, he could sing, he could do a lot of things.

KING: What went wrong with Joan Rivers?

MCMAHON: Joan Rivers -- I think what happened is she didn't tell Johnny...

KING: That she had another show?

MCMAHON: You know, Johnny was nursing her along. I think the FOX people wanted her to take over a late night show. All she had to do was tell Johnny, and it would have been fine. Everything I ever did, no matter what it was, any other show, any other movie, any other thing that happened in my life, I would go and run it by Mr. Carson.

And I would, you know, treat it that way, that I was telling the boss, what do you think? Can I do this? Do you want me to do this? I did a couple of movies. But I always cleared them with him. And she neglected to do that. It was sad because she would have been the heir apparent. She would have had that job. KING: Carson was responsible for shifting the careers of many then unknown entertainers into high gear. Take a look at two in particular. Watch.

(BEGIN VIDEO CLIP)

JAY LENO, HOST, "TONIGHT SHOW": Did you ever see David Jansen's commercial for Excedrin? The man looks like a headache.

DAVID LETTERMAN, HOST, "LATE SHOW WITH DAVID LETTERMAN": I'm looking at this can and it says on there, "For the dog that suffers constipation." You know, the way I look at it, if your dog is constipated, why screw up a good thing, huh?

(END VIDEO CLIP)

KING: That's funny. That's funny. Gave both of them their shot.

MCMAHON: Yes. And look how well they're doing, both of them.

KING: Was the saddest thing the death of Ricky?

MCMAHON: Yes, I think so.

KING: His son.

MCMAHON: He really had problems with that. And, you know, he didn't come back. We were on vacation, and he didn't come back at the end of the vacation for at least a week, maybe two weeks. And he did come back, and he did a lovely tribute to Ricky at the end of the show.

Ricky was a photographer. That's how he died, as a matter of fact. He was in his car, leaning over the car, on gravel, and trying to get a certain shot. And I guess the car slid down the side of the hill. And that was it. And I'll tell you something nice about Johnny.

My son died later. And the first phone call I got was from Johnny Carson. The first one that called me. And they knew my son Michael was going to die, because he had been sick, you know, with cancer for about six months. But when that happened, when that was announced, he was the first one to call.

KING: I remember dressing with him at the television hall of fame, he inducted David Brinkley, Huntley and Brinkley. And I inducted David Susskind. And we were the presenters. And he was funny. Another thing about Johnny, very smart.

MCMAHON: Oh, yes. Well read. He would read everything. He would have a guest on -- a lot of people, you know, you have a guest on, you can't read the book. You're busy, you've got a show every night. But he somehow would read that book. So that he really, when he interviewed someone, especially in the early years, where we had that extra 45 minutes, the extra half hour over the hour, he would know that book pretty well. If it wasn't in the notes, he would be able to come up with something.

KING: Nothing is eternally forever terrific. What was the downside of Johnny, working with him?

MCMAHON: I think he couldn't handle you not doing your job well. The only time I saw him really angry in the show operation was if somebody screwed up the sound. Somebody wasn't doing something right with the sound. Or if somebody was talking and not paying attention to their job. That would infuriate him.

KING: Did he have a quick fuse?

MCMAHON: Oh, yes, a quick fuse on that. I saw that a couple of times. But otherwise, pretty easy to work with. My attitude with him was, you do your job, and you won't hear a thing. High praise from Johnny Carson was, no mention of anything.

KING: Did you mind him kidding you about your beer drinking?

MCMAHON: Oh, no, not at all.

KING: You were the Budweiser spokesman for a long time. And he had a lot of fun with that.

MCMAHON: Oh, yes. And, you know, there again, Jack Benny. Phil Harris was the party guy. Johnny said, Ed was celebrating today. He had a lot of drinks. The sun came up.

KING: As we go to break, another Carson classic, an animal expert. Jim Fowler's guest goes ape on the set. Take a look.

(BEGIN VIDEO CLIP)

JIM FOWLER, NATURALIST: Here's your chair.

(CROSSTALK)

CARSON: Easy.

I'll put this chair on.

Man and his monkey.

Let's go. Doc, on your chair.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

CARSON: I told you never.

UNIDENTIFIED MALE: Could I do it a couple of minutes?

CARSON: No, no! UNIDENTIFIED MALE: Just give me a break, I'm so lonely.

(END VIDEO CLIP)

KING: Welcome back to LARRY KING LIVE with Ed McMahon and this holiday season, saluting Johnny Carson and the issuing of the ultimate collection, Johnny Carson, starring Johnny Carson, volumes one through three. Thirty years, 4,000 shows, 25,000 guests.

Did you have a favorite guest?

MCMAHON: Well, you know, I love Rickles. I mean, Rickles to me -- he was just -- he just start him off and he would go. Of course he always destroyed me. He was a really good friend. And I would be having dinner with him afterwards. But he would just destroy me. And of course, he loved the drinking, to kid me about the drinking.

(BEGIN VIDEO CLIP)

DON RICKLES, COMEDIAN: I don't need you to belch. I hope your beer truck blows up.

(END VIDEO CLIP)

KING: Did any guests disappoint you?

MCMAHON: That's a good question. I tell you what disappointed, no particular names, but when NBC would have a new show with a starlet, you know, a beauty...

KING: You've got to put her on.

MCMAHON: You had to put her on -- had to get her on to plug the show and build it up, and NBC would insist. And Johnny would yield and say well maybe something, right?

And she'd get one of those stares, you know, Johnny would ask the first question and Johnny had a look to me which is so great. I'll try to give it to the audience here.

But that look to me...

KING: A bad guest.

MCMAHON: Yes, bad guest. He would look at me and go -- all right?

And pretty soon we would go to commercial. And then she would be moved on the couch.

KING: Quickly, back in 1988, a certain rising star in national politics was the subject of Johnny's longest introduction ever. It took three minutes and 42 seconds to bring this guest on. This is an abridged version.

(BEGIN VIDEO CLIP) CARSON: My first guest tonight became a media celebrity last week when he delivered the nominating speech for Michael Dukakis at the Democratic National Convention in Atlanta. Bill Clinton is a four-time governor of Arkansas. He also oversaw Arkansas's once depressed state economy, rebound prosperity through his programs of welfare reform, public health plans and consumer protection, including a tight rein on utility rates. Governor Clinton expanded his horizons as a Rhodes scholar at England's renowned Oxford University. He returned to America, which brings us full circle to my first guest. Bill Clinton, a man who loves his state. Here's a man who needs no introduction. The honorable Bill Clinton of Arkansas.

(APPLAUSE)

CARSON: Well, governor, I thank you for coming here tonight. And my first question is, how are you?

(END VIDEO CLIP)

KING: For those who may not know, Bill Clinton did the longest keynote speech in the history of American politics at the Dukakis convention. And that famous moment after 48 minutes, when he said, in closing -- the entire audience stood up.

MCMAHON: Stood up and applauded, yes.

KING: Do you remember?

That was a three-minute, 48-second introduction.

MCMAHON: Imagine pulling that off and getting laughs all the way through.

KING: To get the continuous laughs going through. The show won six Emmys.

Was he competitive?

Was Johnny worried about what was on opposite him?

MCMAHON: Kind of. You know, yes, he was aware of that. You know, we would get a kick out of what they would throw after us -- or at us, rather. "Starsky and Hutch" was hot in primetime. While it was still on the air in primetime, they put it on against Johnny Carson's "Tonight Show." Whatever they put there didn't mean a thing. So, he was flattered by that. But he was concerned that, you know, they might come up and, you know, break down something that wasn't going right, or penetrate a little bit. But nothing ever did. But he was well aware of that.

(BEGIN VIDEO CLIP)

UNIDENTIFIED FEMALE: You guys are terrible. You either come from work, you read the news, watch the football game or baseball game and nobody can talk to you. So I wait, when my husband takes a bath, and then I'll take my accordion and sit on the toilet seat, Johnny. (END VIDEO CLIP)

MCMAHON: He woke up in the morning, he's having his coffee, and he's already getting ready for that show. He's writing jokes in the margin of the paper. He's writing sketch ideas, and doing things from 8:00 in the morning all day long he devoted time to that show.

KING: I am told he won a personal six. The show won more than six Emmys, but he won six Emmys.

MCMAHON: Yes.

KING: Did you sense when he was troubled?

MCMAHON: Troubled in his marriages or...

KING: Bad things happening in his life. You now, bad days. MCMAHON: Yes, sure, I would feel that. The marriage wasn't going well, I would be aware of that. But again, he would always try to put that into some framework of humor. At least for me and for the close people around him. He wouldn't let that show. But you could tell, you know, that something was bothering him. And how brave of him to come back out and, you know, go to work, do the job.

KING: Did he leave the stage right after the show?

MCMAHON: Yes.

KING: He did not hang around?

MCMAHON: No, no, there was no hanging around. There was no milling. He would go right down, change into grubby clothes, and might have -- I would never go down there. I never would go in afterwards. The first show, the first night, we finished the show and everybody ran down to his dressing area.

And I was outside the door and I said, do I want to go in here?

Do I want to hear, you should have and why didn't you, I'm not going to go in. Nobody ever told me to go in. I never went in. Thirty years, I never went in to a meet him afterward. And no one ever said anything. But he would go in. But he would change quick into...

KING: Did he drive himself to work?

MCMAHON: Drive home. He would get in the corvette and...

KING: He drove himself?

MCMAHON: He drove himself to work. He kidded me with my driver, but he would drive home.

KING: We'll be back with our remaining moments with the delightful Ed McMahon, don't go away. (BEGIN VIDEO CLIP)

CARSON: Does that lower the value of the chip when it...

UNIDENTIFIED FEMALE: Yes. Yes.

CARSON: Obviously it's been restored. Sometimes that -- like the Mona Lisa, you know. And here's a -- this is a...

UNIDENTIFIED FEMALE: A candle.

CARSON: That's a nice little candle.

UNIDENTIFIED FEMALE: That's a candle.

CARSON: Wow!

MCMAHON: Look at this one, Johnny.

(APPLAUSE)

CARSON: No.

(APPLAUSE)

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

(MUSIC)

CARSON: Thank you.

(END VIDEO CLIP)

KING: Before we talk about Johnny's last show, there was some seriously racy discussions, even by today's standards. For example, when Ed conducted an astronomical interview with Johnny as Carl Sagan, it was definitely not ready for prime-time, at least in 1983. Look.

(BEGIN VIDEO CLIP)

MCMAHON: There's a theory that our universe began with a giant explosion called the big bang. What came after the big bang?

CARSON: We don't know for sure, but we think it's the big cigarette.

MCMAHON: For those of us who aren't familiar with your field, could you define astronomy?

CARSON: Certainly. Astronomy is where you walk into a singles bar, you ask some chick her birth sign, she says Virgo, you spring for a couple of harvey wallbangers, and before you know it, she's not a Virgo anymore.

(END VIDEO CLIP)

MCMAHON: Oh, that's great. Oh.

KING: The last night, there were no guests, right?

MCMAHON: No. It was just a retrospective night. There was a series about the ones who -- the guests who had departed, no longer with us. There were some of the great moments, not necessarily hilarious moments, funny moments, but great moments in television broadcasting moments. And it was just he on a stool. And, you know, very warm, very friendly, very lovely. He did that great thing where he said...

(BEGIN VIDEO CLIP)

CARSON: I can only tell you that it has been an honor and a privilege to come into your homes all these years and entertain you. And I hope when I find something that I want to do and I think you will like, come back to be as gracious inviting me into your home as you have been. I bid you a very heartfelt good night.

(END VIDEO CLIP)

MCMAHON: Then he left the stool. We were all kind of weeping a little bit. Everybody in the audience was weeping. My family was there, his family was there. And he just walked off. Straight ahead. Didn't even look at me. He went right by me. Alex was there. She grabbed him. They went out and got in the helicopter, went out to Malibu. Landed at the house.

And then all of us came out. And everybody was invited that worked on the show. This was a nice thing. And this pretty much tells you a lot about Johnny Carson. Everybody who worked on the show, who really worked, no executives of NBC, just the pages, the backstage guys, the prop guy, anybody who worked, all the band guys and their wives came to a great party.

So we got out to the house. And I had been to the house before. None of my family had been to the house before. So we got out of the car, and I said, I want to go see what the tent looks like. So the tent's across the street over the tennis court. So I walk over and I look, and here are the bandstand. Nobody's on the bandstand but just LB, Les Brown. And I turned to my sons and my daughters, and I said, this is going to be a hell of a party. If Les Brown is the band of renown that's playing there. And we went it was -- it was just (UNINTELLIGIBLE). Everybody involved, and their families.

KING: And was he a warm host that night?

MCMAHON: Oh, absolutely. A perfect host. You know, really got involved, and got up and was very warm and thankful. And he even said, made a remark that was very good. He said, I wanted you to see my house, because you helped me get this house. And I wanted to thank you. KING: Will he ever write a book?

MCMAHON: I don't know. It may be too late now. It may have gone on too -- too far removed. I don't know.

KING: Nothing then would bring him back to this?

MCMAHON: Not that I can think of. He wouldn't come back for NBC's 75th anniversary. He was kidding them. He really had them -- he had them hook, line and sinker, because he told Rick Ludwin (ph), his pal, good friend, he said -- Rick, you know, we want you on the show. And he said, well, I'll be on my boat in the Panama Canal. And he said, we can do a satellite pickup from there. And they went for it. And then he said, no, I am only kidding, we're not going to do that. But you'd think if he was going to make -- imagine if he walked out on that show, the 75th anniversary show?

KING: Why do you think he didn't?

MCMAHON: He just...

KING: He was so much a part of that world.

MCMAHON: He's just basically a shy person. And that's it. He's very happy. He's content with his life. He's got a good marriage. And he likes what he's doing.

KING: How do he get along with the suits?

MCMAHON: The suits, he would tolerate. The only one he really liked, I think, was -- well, he liked Dave Tebbitt (ph). You know, Dave Tebbitt (ph) you've heard about.

KING: Sure.

MCMAHON: Brandon Tartikoff. Of course your audience knows about Brandon.

KING: You bet. You bet.

MCMAHON: He and Brandon were great friends. But when people asked me what he's doing, I've got a great line. I said, Johnny Carson is doing nothing, and he's doing it very, very well.

KING: Do you miss him? Do you miss the show?

MCMAHON: You know what I miss? I miss hanging out with him. I just miss being around him, you know. It's like I was saying to someone the other day, I said, you know what I miss? I just miss playing with Johnny. You know, just being there, having fun.

KING: This was -- we sure...

MCMAHON: Thank you very much.

KING: Happy holidays.

MCMAHON: Thank you, Larry. You, too.

KING: Ed McMahon, Johnny Carson's "Tonight Show" sidekick, his second banana for only 30 years. We hope you enjoyed this. And we thank and hope you enjoyed all the tapes. And don't forget the new ultimate collection starring Johnny Carson. Thanks for joining us. Good night.

(BEGIN VIDEO CLIP)

CARSON: Who do we have tomorrow?

MCMAHON: I don't know. I'm not going to be here. I don't know.

CARSON: Are you putting me on?

MCMAHON: No, I'm off, I'm going to be out of town tomorrow. So.

CARSON: What do you mean you're going to be out of town? Tomorrow's Friday.

MCMAHON: I am going to be -- I know that, but I can take a day off once in a while. You certainly invented it.

(APPLAUSE)

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: Good evening. What a special night we have on LARRY KING LIVE.

We have a tribute to Johnny Carson with the man closest to him for all those years, his sideman for over 30 years, including a quiz show before that. Ed McMahon is our special guest tonight on LARRY KING LIVE, and what better way to begin it than with this historic picture.

Here's Mr. Carson and Mr. McMahon 40 years ago.

Earlier moment. Will you explain this to us, please?

MCMAHON: Well, a photographer came aboard. We were down in Fort Lauderdale at the old Gold Ocean Mile Hotel (ph) for two weeks before the "Tonight Show" started.

We had just finished the quiz show, "Who Do You Trust?" We both left the quiz show and we went down to Ft. Lauderdale, everybody came down there -- the writers, the producer, the director, and so forth, and we hung around the pool and we created Aunt Blabby and Karnac and Art Fern (ph). You know, all of those characters. But a local magazine, probably when you were down there they had a south Florida something or other, the "Palm Beach Gazette" or something. They came down and the guy says, "How about a picture with you holding Mr. Carson?"

So can we see it again, because I just want to explain what it is. Here I am, and I carried him for all those years. There he is.

KING: You were like right out of the Marines there.

MCMAHON: I was, yes.

KING: Look at that swarthy look! How did you and Carson hook up first?

MCMAHON: He just called me up. Not he directly, but my next door neighbor was Dick Clark. Person to person, Edward R. Murrow, our revered former broadcaster, he did -- and remember how he used to do it, he's like you in the studio and then the cameras went to the house.

It was a big deal, you know. CBS was next door to my apartment. All my kids were excited. So we went in there. When it was over, the owner of the apartment building invited us out to a party. So I was invited, and I went down, and I got there, and this fellow named Dan Kelly (ph) said, Hey, get up and entertain these people! I said, What? He said, These people from New York. Get up and do your stuff. Get up!

So I get up on the mic, you know, good evening...

KING: You were a radio announcer.

MCMAHON: Yes, well I was on television. I had been on television. I had gone back for the Korean War and I had just come back when this happened. So anyway, I got up and entertained off the cuff, and it was pretty good, apparently, because Dick Clark's producer came up to me afterwards and asked that wonderful question: have ever thought about going to New York?

Now the answer to that, and you've said it, Larry, the answer to that is every second of every minute of every hour of every day. And he said, I'll remember that. Now, you hear that part too, I'll remember it. You never hear another thing about it.

But he was in the little theater where Johnny was doing "Who Do You Trust?"

KING: Had he started doing it already?

MCMAHON: It had been on for a year, and his announcer, a gut named Bill Nimmow (ph), got his own show. In those days they wouldn't let him do two shows, that kind of stuff. So anyway, they needed a guy.

KING: Did you hit it off with him right away? MCMAHON: Right away. Yes.

KING: Now, there's still a lot of controversy. That was supposed to be "Whom Do You Trust?"

MCMAHON: Yes.

KING: Correct English. That was the wrong...

MCMAHON: Most proper, yes.

KING: "Who Do You Trust?" was wrong.

MCMAHON: That's right, it was "whom," but we didn't care. We did four great years.

KING: Did you ever say "whom do you trust" on the show?

MCMAHON: No.

KING: Did you ever discuss the controversy?

MCMAHON: I'm not sure. I think we did one time. I think we did. I know I did in interviews, but I didn't do it on the air.

KING: Were you surprised that Johnny, and we'll get to this more in a while, did that interview with "Esquire?" MCMAHON: Not really, only because of Bill Zemby (ph). Bill Zemby (ph) is really good. Bill had maintained a relationship with Helen -- you know Helen, you've talked to her -- and Jeff Slatsky (ph), Johnny's nephew, who runs the Carson productions, and he would go out there and drop in and have coffee.

When it became obvious it was going to happen, he came to my house, interviewed me first. We did a whole thing about, asking me what to ask. I said here are the things that you'll get good answers for. And I gave him a whole -- a list of whole things to do.

KING: But he had been turning it down so long. Last time I spoke to him, he says, if I do you, I have got to do everyone else.

MCMAHON: I know. Do everybody else. That was his standard answer. He adhered to that totally. When I see him, and it's mentioned in that article, he holds his hands up. He said, Ed, I did it. When he left, that good-bye, when he said good-bye, and they've got that great shot in the "Esquire" piece of him on that stool at the end, you know that little monologue he did at the end, and when he said he was going to come back, he really meant it.

KING: Wasn't going to come back?

MCMAHON: Remember he said if I find something that I like, I'll bring it to you again. I hope you'll welcome me as you have in the past 30 years.

When I would go in the early days, the line would be, I haven't found it yet, Ed.

That would be the answer, and that would be the end of that discussion. Now, you've been around him. You know what it is. He's either doing card tricks on the corner or he's out the door. When he tells you something, it's pretty concise, pretty to-the-point, and pretty definite.

KING: Are you surprised that the show, 10 years after he's retired, recently voted still the number one late-night host.

MCMAHON: Isn't that great? I love it.

KING: I don't get that.

MCMAHON: I'm not surprised at all.

KING: The surprising part is that a lot of people, younger people, who are in their '20s, didn't see it.

MCMAHON: I know.

KING: Did you like him right away?

MCMAHON: Very much so, yes. We hit it off right away.

KING: How do you explain that? MCMAHON: I don't know what it was. We were two -- I describe it as two kids going down a street kicking a can, two guys that liked each other, and we just were having fun.

We enjoyed each other from day one. I think like maybe the fourth or fifth show, it was a weekly, a daily show, rather, so five shows a week, and about the fourth show he said, want to have dinner after the show? Now out of the blue that came at me. I lived in Philadelphia.

KING: You commuted?

MCMAHON: I commuted back and forth for four years. I commuted the first three years of the "Tonight Show." I'd just built a house when Dick Clark got me. I had just moved into this house that I built, and I didn't want to go to New York. I just built my dream house, and here I am in New York.

Anyway, he said, you want to have dinner? We had dinner, and that was the beginning of a beautiful friendship.

KING: When he took the "Tonight Show," the first few years were in New York.

MCMAHON: Yes, well, for almost ten years.

KING: Yes, and did he ask you right away to be his...

MCMAHON: No! Oh, no, that was a closely guarded secret. Nobody knew who was going to get that shot. I was hoping -- Hugh Downs, he was quite established. And Jack Parr, Hugh Downs, and Steve Allen had Gene Rayburn.

It was a tradition of second bananas coming along. But it was not a fait accompli, because NBC wanted to keep Hugh Downs. Part of the deal with Hugh Downs was that they had to get him another show, so that's how he got the "Today Show."

They put him on the "Today Show" to appease the fact he was supposed to be the guy, and Johnny wanted me, and there was a tradeoff. Johnny took their producer, if he could get me.

Now, my contract, up until the last three or four years, I had to work six months with the new guy. Whoever replaced Carson, it said in my contract, I had to be six more months with the new guy. I fought like hell to get that out of there. I finally got it out, and my contract read, when Mr. Carson says good-bye, Mr. McMahon says good- bye.

KING: We're going to be showing you a lot of taped clips tonight, and they're all available in stores. You can buy all these Carson tapes.

MCMAHON: Yes, and they're wonderful.

KING: And he supervises them? MCMAHON: Oh, yes.

KING: We'll be back with more of the saga of Johnny Carson, best told by his friend, compatriot, co-host, anchor, whatever -- Ed McMahon. Don't go away.

(BEGIN VIDEO CLIP)

MCMAHON: Why are you putting it over on me? I just cleaned you off.

CARSON: I was just cleaning off the desk.

Yes. Why do you repeat everything?

Come on. I'll double dare you.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

CARSON: That -- that really kicks (ph) out...

(LAUGHTER)

I told you, remember?

DON RICKLES, COMEDIAN: Could I do it a couple of minutes?

CARSON: No, no! That's no fun.

RICKLES: Give me a break. I'm so lonely.

(LAUGHTER)

(END VIDEO CLIP)

MCMAHON: Is that beautiful? What a night.

KING: Rickles -- that was -- Rickles had some great moments on (UNINTELLIGIBLE).

MCMAHON: Well, you know what was so interesting about that, and you know Rickles very well, Rickles had a dresser that traveled with him, Harry Goimes (ph). And he would lay out his clothes for him. I mean, he was that -- you know, Rickles was that particular.

KING: Meticulous, yes.

MCMAHON: The collar had to be just right. The scarf, you know, everything perfect. So, to have him thrown in there soaking wet, everybody loved it. All the times he nailed me, I was rejoicing when I saw that. KING: There were so many surprises on that show. Carson was very different from Paar. What do you think his, for want of a better term, secret was?

MCMAHON: I think it was -- he was like every man. He was, you know, being from the midwest I think gave him a kind of a demeanor and a temperament and a style that, you know, he could be the next door neighbor. You felt like you knew Johnny Carson. You know, Paar was over there. Even Steve Allen, as much as you thought you knew Steve Allen, you wouldn't think of him as your next door neighbor. But you might think of Johnny. And I think he had that. And then he could be, which is wonderful, and I hope you have a couple of these clips that are a little salty.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

RAQUEL WELCH, ACTRESS: It's very reassuring in a way to know that all these fans are so interested in film personalities that they would like to come, you know, and even just look at your house and your shrubs, it sometimes it's rather embarrassing.

CARSON: I'd love to see your shrubs.

(CROSSTALK)

Any opening at all, I jump right in.

WELCH: Uh-oh.

(END VIDEO CLIP) MCMAHON: He could get away with a lot of stuff.

KING: Double entendre.

MCMAHON: He was Peck's (ph) bad boy. You know, and people would say -- oh, he would say something a little naughty. And then, well, it's Johnny. You know, it's OK.

KING: He's the devil.

MCMAHON: Yes.

KING: He drove to work, right, by himself?

MCMAHON: Yes. You know, I had a car and a driver. And he drove.

KING: And the monologue, they'd work on that all day long, right?

MCMAHON: Oh, yes. He would start in the morning. And in that article in "Esquire," it has something -- in the "Esquire," it has something that's interesting, that every morning he called his production office at 10:00 -- I didn't know that -- but telling whether he's coming in or not that day. But he called Fred DeCordeva (ph) every single morning...

KING: A producer.

MCMAHON: A producer, and that's when he started. You know, he started writing in the margins of the newspaper. He'd start getting jokes, he'd start getting an idea for a sketch. He would start, like, at coffee, 7:00 in the morning.

KING: Let's show you some more examples of Johnny Carson at work with some comedians you may know. Watch.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

GEORGE GOBEL, COMEDIAN: Without me, your show tonight would have been nothing.

(LAUGHTER)

This is a pretty fast league here.

CARSON: Oh, this is -- the A troops are out here tonight.

GOBEL: And I'm glad you saved me now, you know, because when you come on last -- did you ever get the feeling -- did you ever get the feeling that the world was a tuxedo and you were a pair of brown shoes?

(END VIDEO CLIP)

KING: There was a funny guy. The late George Gobel. MCMAHON: Oh, was he wonderful.

KING: Never got enough credit, I think.

MCMAHON: Never. And I'll tell you what happened that night. You know, Hope had come out as a surprise for the audience. We knew that. We didn't know that Dean Martin was going to come out. Dean Martin was walking down the hall. He had taped his show. And he was walking down the hall. And he goes, Bally (ph), what's all that laughter on there? What's going on in there? He's got a drink in one hand, a cigarette in the other. And they said, well, Bob Hope just surprised Johnny Carson. He said, well, I'm going to surprise Johnny. So he came out, total surprise to everybody...

KING: So Gobel was going to be the prime guest?

MCMAHON: He was going to be the last guest. So, they came up and said, Johnny, you can't bring out George Gobel. You know, he starts so slow. He's like mercury, he gets there but it takes him a while. So he said you can't. And Johnny said, no, you can't do that to George. He's coming out. And he gave that line, the greatest line ever. Thirty years, that was the best line ever on "The Tonight Show."

KING: Who came up with "here's Johnny."

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

MCMAHON: Here's Johnny.

(END VIDEO CLIP)

MCMAHON: Me. That was my...

KING: They didn't tell you to -- that was your idea?

MCMAHON: No. Nobody ever told me not to do it. Nobody told me to do it. But I knew I was right. The next morning, after we opened on October 1, 1962, October 2, when I walked into NBC, everywhere I went, everybody I passed, was saying, here's Johnny. I said, oh, I got it. Gold.

KING: Why did he move from New York?

MCMAHON: Because we were coming out -- toward the end, we were coming out of four months a year. And it just seemed like a natural thing. We had more fun out here. The studio was so much bigger. We were in an old radio studio at NBC, 30 Rock. And it wasn't really big enough. They only had 200 and something seats.

And out in California, we had 500-something seats. You could bring a herd of elephants through the back double doors. You couldn't do that. I once did a commercial...

KING: You did a lot of commercials. MCMAHON: I did a lot of commercials, but I did a commercial with half a car. They couldn't get the whole car in the studio, so they cut it down the center line -- swear to God -- they cut it down the center line, and they lit it so it looked like I was standing in front of a full car. But it was only half a car. So, if you want a good half a car, I know where I can get one for you.

KING: You worked with a lot of his subhosts too, didn't you?

MCMAHON: Oh, yes, I did, everybody.

KING: Shandling, Joanie Rivers.

MCMAHON: Oh, yes. Everybody.

KING: They never made up, Rivers and Carson.

MCMAHON: No. He was upset that she didn't clear it with him. That was all. You know, she should have -- everything I ever did, I cleared with him. Everything I ever did, any movie...

KING: Meaning if you were going to go on this show, to tell him you're going to...

MCMAHON: Like if I would -- yes. I would say, I'm doing Larry King, just get his appraisal of that. You know, but, I always checked. And she didn't. She should've done it. That's all. It's too bad, because she was the heir apparent. She was going to be the replacement.

KING: She would have replaced him.

MCMAHON: Yes.

KING: At the end, he was working three nights a week, right?

MCMAHON: Yes.

KING: But you had to work five or...

MCMAHON: No. I finally got that in my contract, too. Not only did I leave when he left, I only worked when he worked. Because one night, I was supposed to be there. There's a very funny thing. I don't know whether you have a piece of that. It's a very funny piece. He says to me -- he says, well, we'll do that tomorrow night. I said I won't be here.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

MCMAHON: No. I'm going to be out of town tomorrow. So...

CARSON: What do you mean you're going to be out of town? Tomorrow's Friday.

MCMAHON: I know that, but can I take a day off once in a while. You certainly invented it. (END VIDEO CLIP)

MCMAHON: Oh, big laugh, because he nailed it. No, but finally I had it. He worked Monday, Tuesday, Wednesday. I worked Monday, Tuesday, Wednesday.

KING: Now, at the end, when it was down who was going to be the replacement, Gary Shandling had a shot at it.

MCMAHON: Oh, he turned it down.

KING: He turned -- people don't know that. He turned it down over Leno and Letterman.

MCMAHON: Yes.

KING: And Shandling was very good on that show because he would go nuts.

MCMAHON: Sure.

KING: Which helped a lot, right? Were you surprised Leno got it?

MCMAHON: Not really, no. I knew toward the end it was going to happen because Leno had done a great thing. He had gone out to all the affiliates and he had done every single affiliate party you could do. In other words, in St. Louis, they're having a big black tie affair. Leno would come in and entertain at the black tie affair. So, he did that all over the country and he built up a league of people that liked him because of that. You know what Leno is like. He's a hard worker, you know, real... KING: Was Johnny easy to play off? You were the straight man.

MCMAHON: Oh, sure. Oh, absolutely. I mean, he'd open up, you know. All those things that you got to know and like, like how cold was it, that all came from a little glance from him because I knew he was opening up. He would open up the door. He looked at me, he says, Ed, it was so cold today. And then he gave me that look. You know, that meant come on in. And I -- how cold was it?

KING: Our guest is Ed McMahon, another American treasure. We'll be right back.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: Tell you, it was really hot today.

UNIDENTIFIED AUDIENCE: How hot was it?

CARSON: It was worth the trip in, wasn't it?

(APPLAUSE)

Reminds me of my old girlfriend back in Nebraska, Gina Statutory (ph). Her name was Gina Statutory and she went to Lincoln High. And she was voted Miss Lincoln because every guy in school took a shot at her in the balcony.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: Want some grapes?

MCMAHON: You know, it's...

(LAUGHTER)

CARSON: What does this weigh, about 50, 60 pounds? Oops.

UNIDENTIFIED FEMALE: She weighs about -- yes, she weighs about...

CARSON: They say if you can look an animal right in the face and talk to them, they say, then they know you're not scared. ASHCROFT: !

(END VIDEO CLIP)

MCMAHON: Thank God I caught him. If I ever dropped him, that would have been our last night together.

KING: (UNINTELLIGIBLE) with animals, didn't he? He knew how to work off them.

MCMAHON: Yes, he loved them. And here's the things he loved. He loved animals, working with animals. He loved working with kids and he loved working with the unusual, ordinary people.

(CROSSTALK)

KING: And old ladies.

MCMAHON: Yes. He loved the potato chip lady. Do you remember that night? And he reached -- she looked -- I distracted her. She had all these potato chips, I'll tell the audience, but he'd had a potato chip that looked like a little candle. One looked like a little bird. And she had this museum, the potato chip museum. And she was serious. Black velvet in front of me with the potato chip. Black velvet in front of him with the potato chip. So, I'd distract her and Johnny picks up a bowl of potato chips and clomps in. And she grabbed -- I thought she was going to die. She grabbed her heart. And I just grabbed -- I had leaned over and he'd -- and then he would play the (UNINTELLIGIBLE), oh boy, didn't know, I'm awfully sorry. So, wonderful.

KING: He was. Were there bad nights? Did Carson have any...

MCMAHON: Oh, sure. We'd have, you know -- remember, for a long time, it was five nights a week. It was every night. I mean, it was not...

KING: And it was an hour and a half?

MCMAHON: An hour and a half. It was an hour and 45 minutes, the first three years.

KING: That's right. He'd go on at 11:15.

MCMAHON: Yes, 11:15. I would do the first 15 minutes with Skitch Henderson (ph). He wouldn't come out until 11:30. I had to fill the first 15 minutes with Skitch, and not be too good.

KING: So, you would have a local newscast for 15 minutes.

MCMAHON: Yes, that's right, in those days. So, anyway, we got to five nights a week. So, once in a while, there would be a night and you'd get finished and, you know, you would say oh, boy. And he would look at me and he said, well, there's always tomorrow night.

KING: He'd also -- when the monologue didn't go well, he had a great way of taking advantage of that?

MCMAHON: Right. We talked about this the other night. And I reminded him this night. And I would do some things that are pretty brave. This was a brave thing that I did. The monologue was dying. It was getting nowhere, ending really bad. And they have a thing in our business, as you know, called flop sweat. When it get tough, all of a sudden you start to perspire. You know you're in trouble.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: Now, how many of you know that I'm sweating a lot right now? (END VIDEO CLIP)

MCMAHON: So I look at him and again he opened up the door. I walked out. I took him by the shoulders and I spun him toward me. And I said, you're better than this. And I gave him a pep talk and I slapped him. And at that time, there was a commercial running around, and the guy gets slapped and he says, thanks, I needed that. And, of course, he...

KING: An aftershave. Aqua Velva or something.

MCMAHON: Yes, that's right. Thanks, I needed that. And then right after that, the monologue picked up. It was perfect.

KING: By the way, here is Johnny Carson's first time with Tiny Tim. Watch.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: We never met until just backstage a moment ago, didn't we?

TINY TIM, ENTERTAINER: That's right, Mr. Carson.

CARSON: I'll think of something. Are you married? I'll put that down as a no?

(END VIDEO CLIP)

MCMAHON: Now, Tiny Tim was just like that. That was not a fake.

(CROSSTALK)

KING: Also, when he wound up getting married on the show, that was one of the biggest shows.

MCMAHON: It was second only to the Super Bowl that year. And it was all done with a little ad lib remark. Carson, well, when you get married, you could come back here and get married. That became the biggest thing in the world. And it was so serious. But he was like that. He would say, oh, Mr. McMahon, oh, I'm so glad you're going to be at my reception.

KING: Johnny liked him, didn't he?

MCMAHON: Yes, he did.

KING: You could tell that he did. How did the Amazing Karnac come about?

MCMAHON: Karnac, I think that came out -- I know it came out of that thing we started with, that picture down on Ft. Lauderdale. He had always had in mind this idea of the fake, you know, the fake mentalist, a guy who didn't -- you know, he didn't see the future, but he could get some jokes out of it. And it came out of that.

KING: The idea to do it with the answer, then the question.

MCMAHON: Yes. That's right. Yes. And so he did that. He may have done it on radio. He might have done in the early days in Omaha in radio. I'm not sure about that. But I know that it came up during that two-week preparation time.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: Karnac is attempting to divine an answer while you're sitting here giggling. May I have silence, please?

MCMAHON: Yes. You've had it many times before.

(END VIDEO CLIP)

MCMAHON: But all of those characters -- Aunt Blabby came up, the great character that I loved, El Moldo (ph), remember, the (UNINTELLIGIBLE), you know, he got the black hair. He looked like Doris Korlov (ph).

KING: How about Floyd Turbo (ph)? MCMAHON: Floyd R. Turbo, sure, the redneck. You know, great. But he's doing the El Moldo, and I'm in the audience. I said, I have a lady in the audience. Good, get one for me!

KING: Did you -- you did the Budweiser commercials a lot during those things. And he made fun a lot of you -- how to put this mildly -- drinking.

MCMAHON: Yes.

KING: Was that inside humor?

MCMAHON: Let me put it this way. I'm an Irishman. I was a Marine fighter pilot. We do tend to have a drink once in a while. When you get back from one of those missions, you do want to take a little taste of the sauce.

KING: And Johnny would refer to this?

MCMAHON: He would refer to this, yes. He would kid about it because Johnny was not a very good drinker, to as he would admit that. You know, a couple of drinks and it was Wednesday. You know, so he would marvel at the fact that I would keep drinking into the night. He couldn't understand that, but I had great training in the Marine Corps.

KING: Was there a lot of tension backstage?

MCMAHON: Not really.

KING: No.

MCMAHON: No, no, no. The only thing that ever, you know, would ever -- provoked him, got him slightly irritated was if things weren't running right. If it wasn't going just... KING: I wonder where he got that from?

MCMAHON: I wonder where -- how could a broadcaster be like that? How can that possibly be?

KING: We're all so...

MCMAHON: You want things done properly.

KING: Disgrace.

MCMAHON: You came up to the post, you did your job, you did it right, why can't everybody else do that?

KING: Why can't -- why don't flicks (ph) work? We'll be right back with more of Ed McMahon, our look at Johnny Carson. Also, later, we're going to ask Ed what he's doing because he's never inactive.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW") RICHARD NIXON, FORMER U.S. PRESIDENT: You come over on television like gangbusters. And, boy, I'm the expert on how important that is.

CARSON: You're not going to lend me your makeup man, are you?

NIXON: No. I lent him to Lyndon Johnson.

BOBBY KENNEDY, FORMER U.S. PRESIDENTIAL CANDIDATE: I ride up and down in my building every day in the elevator. And I see a man that says that he's Johnny Carson. So, great to see you finally.

UNIDENTIFIED MALE: It's not really him.

CARSON: Do you feel you're easy to live with?

ELIZABETH TAYLOR, ACTRESS: Well, I'm a Pisces and we're very sensitive.

CARSON: Yes, what does that mean? I was married to a Pisces once.

TAYLOR: I'm sure you were.

(END VIDEO CLIP)

KING: Tomorrow night, Liberace's former lover, Scott Thorson, and their private affair that was not for public consumption.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

JANE FONDA, ACTRESS: You were talking about Zsa Zsa Gabor earlier.

CARSON: I think everybody is talking about her. FONDA: My sons said, you know, she was on Johnny Carson show one time. She came there with a cat on her lap. And she said to you, do you want to pet my pussy? And my son said that you said, I'd love to if you'd remove that damn cat.

(END VIDEO CLIP)

KING: Carson's mastery -- that was funny -- was not saying anything. Just that look at the camera said enough.

MCMAHON: That's right. It was priceless with that. And our director was so great, the late Bobby Quinn, because he would just nail -- he knew that shot was coming, so he would just nail it. But there was a line after that that's pretty good with Carson and shows his, you know, his intelligent comedy. He did a lot of intelligent comedy, which really fascinated me. But there's a line after that where he says, after that look, there's a pause and he said, I think I might have remembered that. And I'm not sure that actually happened. I don't think it actually happened. I think she made that up.

KING: She made -- I think she used -- Jane looked great, though.

MCMAHON: But his line -- he did a line one night, Larry, that put me away. We're there and he's got Fernando Lamas. And he says to Fernando Lamas, he says you came to this country in a heavy, heavy accent and you went into the movies as a romantic character, a romantic lead, with that accent. How did you think you would be successful? Why did you do that? He said, and with that heavy accent, it was a good way to meet broads. Now, that was a pretty good line. Now, it calms down and Johnny says, Nietzsche couldn't have said that better, right? Now when the show was over, I said, where in the world did Nietzsche come from. He said, never throw a thing away. Save it all.

KING: He was very bright, or is very bright. We're talking like he's dead. He is very bright.

MCMAHON: He is very bright, and is still is to this day. You know, he reads everything. When an author would be on, you know, a lot of people they have a guest, an author. They can't read the book. Johnny reads the book.

KING: He was very opinionated in his politics.

MCMAHON: Oh, sure.

KING: But he would have had, as he said in the article, boy, would he have had fun with Lewinsky and that era and some of the other characters too around, far right-wing.

(CROSSTALK)

Falwell would have been funny.

MCMAHON: Yes, that's right. He would have had a lovely time. And he enjoyed that because he was like a thermometer for the country. You know, what Carson said at night people were talking about the next day.

KING: He was water cooler.

MCMAHON: That's right. Water cooler conversation. And the next day, you got a pretty good perspective as to what was happening in the country.

KING: He would also still work Vegas, right?

MCMAHON: Oh, sure.

KING: He would go and do weekends in Vegas.

MCMAHON: Sure. You know, like Leno works, you know, every weekend to keep that edge.

KING: Leno works clubs, yes. MCMAHON: You know, and Carson would do the same thing, sure.

KING: Here's another example of Johnny Carson at work, maybe in the sexual innuendo field, with Dolly Parton. Watch.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

DOLLY PARTON, COUNTRY SINGER: I've always been pretty well blessed. People are always asking if they're real.

CARSON: I would never, I would never, you see...

PARTON: No, you don't have to ask. I'll tell you what. These are mine.

CARSON: I have certain guidelines on the show. But I would give about a year's pay to peek under there.

(END VIDEO CLIP)

MCMAHON: Before he does the snapper, the joke, he says I have certain guidelines. He's setting it up so beautifully. I have certain guidelines on the show. That makes that even funnier after he establishes that he wouldn't do it, he does it. Very funny.

KING: Do you know why he was removed from his guests? Like people who were on hundreds of times, Albert Brooks, never had dinner with him.

MCMAHON: I don't know, to be honest with you. I don't know. He just -- you know, I told you about that door opening. If the door opened, certain people he would love to be with, certain people, like Michael Landon. He and Michael Landon -- now I wouldn't think the two of them would hit it off...

KING: Different generations.

MCMAHON: But they became bosom, bosom buddies. He and Buddy Rich. He and Buddy Rich -- Buddy Rich was so... KING: Cynical.

MCMAHON: Away from him, you know, and yet they were -- and he really went through agony when Buddy Rich died.

KING: He would also bring his personal life to the show and discuss his marriages.

MCMAHON: Oh, yes. And my marriages too, mine too. Between the three of us, between Doc, Johnny and me, there were 10 little Indians.

KING: And he was not adverse to referring to alimony and things he would have to live with.

MCMAHON: No, no. KING: How about his clothes? I remember his clothing line with Sonny Werblin (ph), very popular for a while, wasn't it? The Johnny Carson...

MCMAHON: Yes. Well, his ties, like they would want to wear his ties, they want to wear his coats.

KING: Sport jackets.

MCMAHON: Sure. Yes.

KING: It was the Johnny Carson line. It wasn't that expensive -- it wasn't cheap, but it wasn't $300.

MCMAHON: No, but it was not a high, high line. No. But it was perfect for, again, mid-America. That's was he -- he was mid-America.

KING: And how -- and they would do specials during the year too, Johnny Carson specials, but highlight shows where he would -- that would be in primetime.

MCMAHON: Yes.

KING: Did he do a lot of magic? Because he was first a magician, right?

MCMAHON: Oh, yes. He -- no, he did -- he was good. He was a good magician. But if you were at a party, and I'm sure you were around during the days where he would go occasionally to a party.

KING: Once.

MCMAHON: Just once? Well, at a party, and I say it in the article, I say he was great with 10 million people, lousy with 10. And it's true. But if you went to a party, you'd see him off in the corner. He'd have things, he'd be doing things with quarters.

KING: Coins.

MCMAHON: Coins. If I came in to see him at night before the show, I always met with him for about seven minutes before the show, I'd go in, he'd be rolling quarters on his fingers to keep agile. You know, he'd be breaking up cigarettes and disappearing cigarettes. And he loved to do that.

KING: Speaking of that, Johnny smoked a lot.

MCMAHON: A lot. Too much.

KING: Smoked on camera for a long time and then kept it under the...

MCMAHON: He had a little ashtray under here. And the problem was he was smoking those terrible cigarettes without filters. And what would happen is he would take a lot of puffs in that two-hour -- two-minute break, rather, and then get rid of it, and get rid of the smoke because he didn't want to influence anybody else smoking.

But he tried to quit many, many times. And now he is finally quit. It's over.

KING: The heart will do it.

MCMAHON: And you smoked for a while too.

KING: Sure did.

MCMAHON: I never smoked.

KING: I smoked under the set. I smoked on camera. Well, you remember when you could smoke on camera?

MCMAHON: You could. Sure.

KING: Sure.

We'll be back with more of the saga of Johnny Carson, best told by his friend, compatriot, co-host, whatever, anchor, Ed McMahon. Don't go away.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: They're not sure. They say that they have to keep moving, but not constantly swimming because sharks do rest at night. So that doesn't mean...

MCMAHON: It's a quiet night. What difference would it make to a shark?

CARSON: What do you mean?

MCMAHON: What's the difference between day or night to a shark?

CARSON: The sun go down. And we all begin to shout hey, hey. Yes, the sun does go into the water. There are fish that only feed at night. And they're called night feeders.

(END VIDEO CLIP)

(COMMERCIAL BREAK) (BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

MCMAHON: Karnac the magnificent!

(APPLAUSE)

CARSON: Over 105 in Los Angeles.

MCMAHON: Over 105 in Los Angeles.

CARSON: Under the Reagan plan, how old will you have to be to collect Social Security? Yahoo, serious.

MCMAHON: Yahoo, serious.

CARSON: What are the two stages of sex?

(END VIDEO CLIP)

MCMAHON: Oh, I love Karnac.

KING: And I love the look he gave you when you would always repeat the answer.

MCMAHON: Yes. He'd love that.

KING: There was tragedy in Carson's life. Lost his son, Rick, in a car accident. You lost your son of cancer.

MCMAHON: Yes.

KING: Was he strong for you?

MCMAHON: Well, the first call I got, it was Johnny Carson. The first call I got when it -- we knew when my son was dying, Michael was dying. And it took, you know, as it always does, it takes a while.

KING: How old was Michael?

MCMAHON: Mike was 45 -- 44, I guess.

KING: Died of what kind of cancer?

MCMAHON: It was colon cancer, started there, then spread up through the body. But we had him at home in the next bedroom, like it was the hospital room. He was right with us. I was with him at his last gasp and kissed him on the forehead. But the next morning, when it hit the papers, got in the wire services, the first phone call, Johnny Carson. The second, Steve Lawrence (ph), because Steve Lawrence had lost his son. There's a thing there. You just know.

KING: And how about when Rick, Johnny's son, died?

MCMAHON: Well, it was sad because I was...

KING: He was -- a car, right? He was taking pictures? MCMAHON: He was a great photographer. You know, he took great pictures. And he was on like -- he parked the car on a shoulder and I guess there was a little hill there. And he was trying to lean out the window and get this shot. And all of a sudden, the tires started to slip on the pebbles and he rolled down the hill and he was killed.

KING: Did you call Johnny right away?

MCMAHON: I called right away. I was in the Caribbean, as a matter of fact, on a vacation and I called him right away. And I was on an island. It was hard to find a phone. I had to walk, you know, in through the inland to get to a phone. But I got to a phone and got to him. But that's a moment and it's...

KING: You know, (UNINTELLIGIBLE) the loss of a child. You both had to deal with the loss of a child. It don't matter what age.

MCMAHON: Yes, it's tough. You never think you're going to bury your son. It never even occurs to you. You know, that was my oldest son. I never thought that would ever happen. How could that happen?

KING: What are you doing now, Ed?

MCMAHON: I'm doing everything. I'm going to do a show. I invited you to be on my show, and you aced me out. You have got some high dignitary, I don't know who it is. But you turned me down.

KING: Cheney.

MCMAHON: Oh, I heard of him. Anyway, I want you on, if we sell it. And we're going to do a presentation. And a gal name Cynthia Garrett (ph), who folks know from the telethon. She works with me on the telethon every year. And she and I hit it off...

KING: It's going to be a conversation...

MCMAHON: It's going to be like a party. It's going to be...

(CROSSTALK)

Not a real sit down with a desk kind of talk show.

KING: What are they calling it?

MCMAHON: Either "RSVP" or "The Party." We may just call it "The Party."

KING: Here's another famous Carson clip with Jimmy Stewart.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

JIMMY STEWART, ACTOR: There are nights when I think I feel him climb upon her bed and lie between us, and I'd pat his head. And there are nights when I think I feel that stare and I reach out my hand to stroke his hair, and he's not there. Oh, how I wish that wasn't so. I'll always love a dog named Bo. (END VIDEO CLIP)

MCMAHON: Now here's Jimmy Stewart, right? He comes back four weeks later and tells a story about this lake in Africa. And, apparently, it was terrible to find it. You couldn't get it. You had to go through all kinds of agony to get there. He wrote this poem and he says -- I think I -- I may not have the right name, but it went like this. He said, we searched -- and the way, that hesistance -- we searched and we searched for lake Barengo (ph). And when you finally see it, its surface... (BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

STEWART: ... is as smooth as glass, but getting to lake Barengo is a genuine pain in the ass.

(END VIDEO CLIP)

MCMAHON: You know, in those days, you couldn't say ass on television. You know, now, it's all over the place. But, then, they would bleep it. But Jimmy Stewart, they left it in. The censors left it in.

KING: Jack Benny was his idol, was he not?

MCMAHON: Oh, absolutely. Absolutely. We talked about this often, how our backgrounds were similar. I was up in Lowell, Massachusetts, stretched out on the living room carpet, looking at the radio. People -- you know, in the old days, you used to look at the radio.

(CROSSTALK)

You looked at it. He was in Omaha, Nebraska, or Lincoln, Nebraska, stretched out on the living room carpet looking at the radio Sunday night listening to Jack Benny.

KING: Jello (ph).

MCMAHON: Yes, that's right. And what made the show work, the secret -- people say, what was the secret? Just like Benny, he made a family. He had Doc. He had Tommy Newsome, Fred DeCordeva (ph). He had me. He made that family. And that's what Benny did.

KING: And he knew how to pause.

MCMAHON: The secret of the pause.

KING: When we come back with our remaining moments, we'll begin with Johnny's last night. Don't go away.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

UNIDENTIFIED FEMALE: Hi. I mean, I'm not prepared for this.

CARSON: That's OK. An unnatural fear of something. A lot of people are afraid of the dark. Ed has acrophobia, a fear of heights.

UNIDENTIFIED FEMALE: Do you?

CARSON: Yes.

MCMAHON: Yes.

UNIDENTIFIED FEMALE: We haven't prepared this. I'll tell you what leapt to my mind. You know, we are -- I do not like balls coming toward me. (END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

CARSON: I'd like to do the whole thing all over again. It has been...

(APPLAUSE)

it has been -- it has been just a hell of a lot of fun. As an entertainer, it's been a great experience in my life and I cannot imagine finding something after I leave tonight in television that would give me as much joy and pleasure and a sense of exhilaration as this show has given me. It's just very hard to explain.

(END VIDEO CLIP)

KING: What was that like for you?

MCMAHON: That was quite a moment. I mean, we were all, you know, right on the verge of tears. We knew there was a party we were going to afterward. But for that particular moment, that really took us, you know, all apart.

KING: Were you shocked at the attention all around the world? I was in Israel that night. The attention all around the world over that night.

MCMAHON: Isn't that something? Yes, May 22. We just celebrated the 10th anniversary. And that's when I went to see him. You know, I knew he was going to be traveling. I think he's right in the middle of the Panama Canal right now. But, we had lunch on the boat because of that to celebrate 10 years. It's amazing.

KING: Here's Bette Midler on that show, singing good bye to Johnny. Watch.

(BEGIN VIDEO CLIP, "THE TONIGHT SHOW")

BETTE MIDLER, ENTERTAINER (singing): Make it one for my baby and one more for the road. A long, long road.

(END VIDEO CLIP)

MCMAHON: There's a line in that song that defines Carson totally for those 30 years. She sings this line. She says, and all the class that you showed, and it's all right there. He did it with class. KING: He always did that, didn't he? He never stooped below -- he never played to the lowest common denominator.

MCMAHON: No, no. Class.

KING: Truly a one of a kind, right? MCMAHON: Yes, absolutely.

KING: I mean, sometimes they come along...

MCMAHON: Never see the like again. Never. No one that good on television ever again. And it should have been No. 1 in that brooding. You know, well, I'll go "Seinfeld" -- here's what I'll go: "Seinfeld," "Honeymooners," Lucy, Carson. Should've been -- what, May 12, should've been four.

KING: Yes. Do you like the fact that when people say Ed McMahon, they think Johnny Carson?

MCMAHON: Sure.

KING: You do?

MCMAHON: Oh, sure. What a great coupling for me. That was wonderful.

KING: Because some sidekicks might get a little envious.

MCMAHON: Oh, I love that job. I mean, that's a tough job. It's a really tough job. To be there when you're needed and out of the way when you're not. Some people get there when they're needed, but they don't get out of the way. And you see it all the time. They overstay their welcome. You got to get out.

KING: Were you ever asked to laugh when you didn't think it was funny?

MCMAHON: No.

KING: Every time we heard that...

MCMAHON: No, that was it. I still laugh like that. You've seen me at parties. If I hear something funny, I laugh. I mean, I can't help it.

KING: Do you think anything would bring Johnny back?

MCMAHON: Nothing.

KING: No special, no...

MCMAHON: No. There is not enough money in all of Tokyo to bring him back.

KING: How about an idea that might bring him back?

MCMAHON: No. I thought when he was -- I mentioned earlier the fact that when he first went off, he really did look around. I thought he was going to do something on PBS about, you know, astronomy because he knows, you know, he really knows astronomy. He's got telescopes all over his house and he studies the stars. I thought he would do like a humorous kind of show like that, but still tell us what it's all about. With all these things going on in space, he'd be able to explain that to the audience. I thought he'd do that. When he turned down the Oscar -- every time I saw Gil Kates (ph), he says, well, he turned us down again. For five years, the producer, he turned him down. So I don't think you'll ever see him do anything. I think the last thing he actually did was the Bob Hope thing when it was Bob Hope's birthday. I think he appeared on that and that was the last thing.

KING: This boat, he has -- he loves boats.

MCMAHON: Yes.

KING: He's on it a lot.

MCMAHON: Yes, a ship. It's not a boat. It's a ship. He used to kid me about my boat. My boat could be a dinghy on this boat.

KING: They closed the office in Santa Monica?

MCMAHON: Yes, that's closed. He's going to operate off the boat. He's got an office in the boat. He took one of the state rooms and made it a boat.

KING: And they still answer letters?

MCMAHON: Oh, absolutely.

KING: They autograph pictures?

MCMAHON: Sure. He reads the letters. He read the letters. Sure. He's a company man. I mean, he really works at being Johnny Carson.

KING: He's thinking, this is laughter -- I mean, people laughing when he's...

MCMAHON: But he still gets it. You know, he still gets it. And when you were -- like I wish there could be a camera on our lunches. We have lunch about four times a year. I wish there was a camera right there, just sitting there and watch us.

We went to lunch out to his favorite place out in Santa Monica. And it was right after the scandal in the White House in the Clinton years. And the waitress comes over, and I always ask the waitress' name. I hate to say miss or madam. I say, what is your name, please. I always ask for a name.

Now, you're Carson. I'm me. The waitress comes over. It's right at the height of that scandal. And I said, we'll have a couple of drinks and relax for a while. I forget, what is your name. She says, Monica. It was over. Three hours, we had on that one line, Monica.

KING: Ed, I called you a treasure. You are.

MCMAHON: Thank you, sir.

KING: You are a treasure. And Johnny Carson, we thank you for all your wonderful years of making people laugh. As someone once said to someone famous, thank you for the laughter of my childhood.

For Ed McMahon and yours truly, Larry King, thanks for joining us and good night.

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