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CNN LARRY KING LIVE

Carol Burnett Discusses Her Career and Life

Aired December 16, 2005 - 21:00   ET

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


LARRY KING, CNN HOST: Tonight, comedy legend Carol Burnett, from devastating loss to bittersweet triumph, an inspiring emotional hour with America's favorite funny lady. You might cry. You'll definitely laugh. She'll take your calls too, the one, the only Carol Burnett is next on LARRY KING LIVE.
What can you say when you walk among legends you're humbled and I am humbled tonight to be in the presence of a good friend and a great lady Carol Burnett, the actress, comedienne, all around show business legend, holder of six Emmys, five Golden Globes. She stars in "Once Upon a Mattress," a play she's quite familiar with. It will air this Sunday night as a television special on ABC.

A couple quick notes, Sunday night President Bush is making a major speech on Iraq. We'll follow that speech with a panel discussion live Sunday night.

And, on Christmas Day, there's going to be a Larry King spectacular. They're going to have like all day long repeats of highlight shows of the past year. That's all day long Christmas Day.

Carol Burnett, starring in "Once Upon a Mattress." You started this on Broadway right?

CAROL BURNETT: Off Broadway.

KING: Nominated for a Toni.

BURNETT: Yes, it was my first break. I was in my 20s and it was 1959 and it was the first show that I ever did on stage in New York and I was so excited because I wanted to work for George Abbott, who was the musical comedy director of that era and even before.

KING: And lived to be (INAUDIBLE).

BURNETT: And lived to be 107. And he, and I always said I'm going to work for him. I always felt that and by golly it happened and that was my break.

KING: But you also did it in 1964 and '72 in TV adaptation.

BURNETT: That's right, yes. It's a story, it's a fractured fairytale. It's a story of the Princess and the Pea and it's a fairytale musical but it's about this girl from the wrong side of the tracks who comes over to this kingdom because the poor prince cannot get married because his mother is smother loving him. And she gives any princess a horrible test so that they can't pass and so therefore he can't get married and then this tomboy princess comes and passes the test, yes.

KING: And you played a different part then than you're doing now right?

BURNETT: Yes, then I played the tomboy princess and this trip I decided because naturally age and everything else and I think it's time for mattress to be seen again and I've been thinking about it for about seven to ten years that it should be done again for a new generation, done as a film, a movie. When we did it on television before, it was kind of live on tape.

KING: Yes.

BURNETT: You know with an audience and so forth. This way it's shot as a movie and this time I co-produced and played the evil Queen Aggravain and the tomboy princess is played by the magnificent Tracey Ullman, so we had quite a time.

KING: Was it ever a film?

BURNETT: No, it was never done as a film.

KING: And the title, of course, plays off the fairytale once upon...

BURNETT: Yes, because...

KING: Why a mattress?

BURNETT: Well, the Princess and the Pea that's the Hans Christian Andersen story, the queen decides to give her an impossible test because she's such a tomboy that she can't possibly be a true princess of the royal blood. Therefore, the test is going to be she's going to put a tiny pea under 20 soft downing mattresses and naturally the princess when she sleeps on top of those mattresses isn't going to feel it but something happens.

KING: It was a hit right?

BURNETT: Yes, yes. It's one of the most performed musical comedies in the country in local theaters, colleges, community theaters.

KING: Do you have to sing a lot in it?

BURNETT: I do two songs. It's a great score. Tracey sings and dances up a storm.

KING: You and Ullman together there had to be cracking up on the set.

BURNETT: Well, she's one of the funniest people. You don't even know who she is half the time because she does so many characters. KING: She's a female Robin Williams.

BURNETT: Unbelievable, unbelievable and we had Tommy Smothers plays the king, my poor husband and we have Zooey Deschanel and Matthew Morrison as the young lovers.

KING: And you're the producer?

BURNETT: Co, co-producer with Marc Platt and Marty Tudor, yes.

KING: Do you like that end? Do you like...

BURNETT: Well, I loved doing kind of the creative part. I'm certainly not a money person so I let everybody do all of that, the budgeting and everything. But with the casting and the colors and costuming and so forth, I was very much a part of that. Our director is Kathleen Marshall who is just wonderful. She won a Toni for "Wonderful Town" and so this was the first time she's directed the book and choreographed.

KING: And this will air Sunday night on ABC, two hours?

BURNETT: Two hours, 7:00 to 9:00, yes, Wonderful World of Disney.

KING: So, the children will enjoy it.

BURNETT: Absolutely, yes.

KING: Look for that. We got lots to talk about with Carol Burnett.

Later in the program we're going to talk about a special project dedicated to her late daughter, who passed away four years ago. It's hard to believe.

BURNETT: Yes.

KING: It's been four years.

BURNETT: Almost.

KING: How old was Carrie?

BURNETT: Carrie was 38.

KING: You lived through tough times.

BURNETT: Yes but I've talked to people who have gone through this and...

KING: I don't know how you ever get over it.

BURNETT: Well, no you don't but what you think -- what I think about and what helps me is the fact that I would rather feel this way and have gone through this than never to have known her at all. KING: Yes. Tommy Lasorda says that about his son.

BURNETT: Yes.

KING: Given a choice he died at 30-something, would you take it even with the pain?

BURNETT: That's right, yes, because she was so special.

KING: Do you think about her every day?

BURNETT: Every minute.

KING: We'll talk more about that later. How did we get to know Carol Burnett? It was through Gary?

BURNETT: Through Gary Moore.

KING: I remember the Gary -- radio show or television show?

BURNETT: Television variety show.

KING: Where did he find you?

BURNETT: Well, actually I auditioned for him. He had a morning show and I did some comedy, stand up routines and I auditioned for him and then I got "Once Upon a Mattress," so I was working off Broadway shows a week doing that.

And Gary was going to start a nighttime variety show weekly and I subbed one night. Martha Ray got sick. She was doing the show. And they called me and it was a live show on a Sunday and she couldn't make it, so they asked me if I would come in and learn the sketches and I did and went on that Tuesday night and Gary...

KING: Were you always comfortable in sketches?

BURNETT: I loved it, yes. Where I'm uncomfortable is doing a single. I'm not happy being up there alone.

KING: But you like working when the audience would ask you questions on the variety...

BURNETT: Yes but I'm not alone then.

KING: Ah.

BURNETT: See, I'm not alone. They're my partner.

KING: You need a crutch?

BURNETT: I need to look into somebody -- exactly and I need to look into somebody's eyes and react.

KING: You're a sketch comic.

BURNETT: I'm a sketch comic.

KING: You're not a monologist?

BURNETT: That's right.

KING: So, in the sketch you go right into the character.

BURNETT: I would hope so.

KING: And a natural in comedy right, even though you did some great TV shows that were not comedies? I remember the one about was it the son, "Friendly Fire"?

BURNETT: "Friendly Fire" yes.

KING: Son killed.

BURNETT: Yes.

KING: In war.

BURNETT: Yes that was quite a show. I remember when I got the script and I read it I had to look at the envelope again to see that they had actually sent it to me, you know. But I think, you know, comedians can do drama. It's just that sometimes in this country they're pegged, you know. A singer is a saloon singer and somebody is a comic and somebody does, you know, but I like the British attitude. They do everything.

KING: Yes. In fact, the comedian lends himself or herself easier to drama.

BURNETT: That's what I hear. That's what I've heard, yes.

KING: I mean because not every dramatist...

BURNETT: No.

KING: ...can do comedy.

BURNETT: No, no. There's something called timing and some -- some people are born with it and some just aren't.

KING: You have it or you don't right?

BURNETT: Right, I think so.

KING: We'll be right back with Carol Burnett, lots to talk about. We'll be taking your calls.

And later in the program, a very special project that we'll discuss as well. As we go to break here's a scene from "Once Upon a Mattress."

(BEGIN VIDEO CLIP) BURNETT: (INAUDIBLE) you can't just marry anybody. She has to be someone suitable, someone who's good enough and sweet enough and smart enough for my good, nice, sweet, smart, beautiful baby boy and she must be a genuine princess of the royal blood just as I was. That's what you want isn't it sweetheart someone like me? Of course you do. Just remember this you may search the wide world over but you'll never find another be it ever so humble there's no place like your mother.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

BURNETT: I spend my entire life in this 2x4 shack taking care of those two kids and then you come home from work, Ed, and what do you do? Look at me, Ed, what do you do? You sit down and you fill your stomach and then you watch the TV and then you fall asleep.

Oh, once in a while you might be a little bit romantic and that's supposed to be some big thrill for me. I practically had to get down on my hands and knees tonight to beg you to play a simple little parlor game of Sorry just so's I can have some fun with this impossible old woman.

(END VIDEO CLIP)

KING: How did the Carol Burnett Show start?

BURNETT: Well...

KING: CBS right?

BURNETT: Yes.

KING: Eleven years.

BURNETT: Yes. I had a contract with CBS after I had left the Gary Moore show that was -- required me to do one special a year for ten years and within the first five years if I decided to do a weekly show, they would put it on pay or play 30, 30 shows. So, I thought well I'll never want to do a weekly show, never, never.

Well, comes after five years we were not working that much and I remember it was around this time, Christmas, and I said you know that five years is almost up. Maybe we should push that button so that we could do a show, a weekly show.

And so, I wanted to do an hour variety series. So, we picked up the phone. We called CBS and we got one of the suits on the phone, you know, one of the executives. "Hi, Carol, Merry Christmas, what are you calling about"?

And I said, "Well, you know, I really think I want to do that hour variety show now," and they said "What"? I said, "An hour, the variety show, it's in the contract, you know and after five years if I wanted to do one, I can do." "We need to get back to you." And so, yes, so they had forgotten all about it.

KING: Naturally.

BURNETT: Yes, they forgot and then they -- "Well, oh that's great. Look, how about a sitcom" you know? And I said, "Well no, not really because I really don't want to be the same person week after week and I love music. I love guest stars. I love to do sketches like I did on the Gary Moore show, so I really want to do the" -- "Well, women don't do that. Women don't do that.

I mean Dinah does a musical show but it's Jackie Gleason or it's Dean Martin or it's Sid Caesar or this or that but women don't -- really we got this great sitcom called Here's Agnes. Now we know you'll be great in it." I said, "Really, I want to do it." They had to put it on the air. It never would have gone on the air.

KING: What time slot did they give you?

BURNETT: Well, the first was Monday nights at 10:00 and they put us on opposite "I Spy" and "Deep Valley" but we did OK. We did OK. Then they switched us for a while to Wednesday, didn't do well. Then they -- then we got the real wonderful Saturday night lineup. The thing was in those days Mr. Paley (ph) ran the show. Now he had faith in us.

KING: And if he liked it he was the word.

BURNETT: And if he liked it, he kept it on or he would find a place. He would find a night and a time for it to work. They don't do that now.

KING: (INAUDIBLE). CBS owned television at this time. I mean there were shows that made inroads but CBS was, the eye was dominant.

BURNETT: Oh, yes, yes. And they left us alone. They left us alone. They didn't bother us. The sensors didn't but well we had a sensor there but I think the main thing we used to say his main goal in life was just to look out the window and warn us when the iceberg was coming down Fairfax, you know. They left us alone. It was great.

KING: And what a show it was and one of the -- well, I can't say one because there were so many famous. We're going to show you a sketch here. This has become an American classic. It's a set up of "Gone With the Wind." It's become as much of a classic as the film. Here's Scarlet O'Hara making her entrance in a dress made out of old drapes. Watch.

(BEGIN VIDEO CLIP)

BURNETT: Brett, what brings you to Tara?

UNIDENTIFIED MALE: You, you vixen you. Scarlet, I love you. That gown is gorgeous.

BURNETT: Thank you. I saw it in the window and I just couldn't resist it.

(END VIDEO CLIP)

BURNETT: Well that was Bob Mackey's genius. When I went into costume fittings that week...

KING: He did your costumes?

BURNETT: Oh, he did everybody's. He did 50 costumes a week.

KING: And Ret Turner worked for you.

BURNETT: Ret Turner, yes, yes, yes.

KING: Who wrote the show, a lot of writers?

BURNETT: A lot of writers. We had a lot of writers.

KING: How did you find Conway?

BURNETT: We had known, I had known Tim for -- in fact he had done the Gary Moore show. That's when we first met many, many moons ago and then we started having him on as a regular guest maybe once a month, maybe even twice a month. People don't realize this but we didn't -- he wasn't a regular until the ninth year.

KING: Really?

BURNETT: Yes. Duh, how stupid are we? Why don't we have him on every week because we can't wait until he comes on anyway?

KING: And Harvey you had a lot.

BURNETT: Harvey we had the full eleven years or ten years we had Harvey and then Vicky of course and Lyle Waggoner.

KING: Isn't it a kind of a shame that the Gary Moore's and Arthur Godfrey's are almost, they are forgotten.

BURNETT: They are, yes. I think it's the -- I have some old Gary Moore tapes that people send me. It was a fabulous show.

KING: He had a lot of talent from Baltimore.

BURNETT: He did and what a -- what a lovely man, what a great way for me to get my start. I patterned our show after the way Gary did his.

KING: We'll be right back with more of Carol Burnett. She stars in "once Upon a Mattress," a very familiar play to her, a musical. It airs Sunday night 7:00 Eastern on ABC. We'll be right back.

(CLIP OF CAROL BURNETT SHOW)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

BURNETT: However, the money would then go to my equally disgusting nephew C.O. Grubber (ph) in the event of Bosco's (ph) death. I'm sure there wasn't much there in the first place.

(END VIDEO CLIP)

KING: That was a take off on the famous play, "The Little Foxes."

BURNETT: "The Little Foxes," yes.

KING: Our guest is Carol Burnett. On your first -- Jim Nabors was on the first show right?

BURNETT: Of every season.

KING: So, he was on and he was -- he was so good that they -- he's a good luck charm right?

BURNETT: That's what, yes, yes, he's my middle daughter's godfather. He's Jody's godfather and we're like brother and sister. And so, he was the first guest on every single show for eleven years.

KING: Getting -- a lot of times you'll get guests who are not used to skits right?

BURNETT: That's true.

KING: Famous people had to play skits.

BURNETT: Yes, yes.

KING: Was that difficult?

BURNETT: Actually it was amazing. We had some people on who you talk about playing sketches, people like Gloria Swanson. Now this is a silent movie star who was one of the biggest stars that ever was in the movies. She called and wanted to be on our show because we would do the take off of her in Sunset Boulevard.

KING: Yes.

BURNETT: She came on and I think she was about 76, 77 years old, looking great. She had no idea of the paces we would put her through or do but by Wednesday she was dancing, kicking up her heels, doing a whole number, a tango thing with the (INAUDIBLE) dancers. She and I did a take off on an old-fashioned black and white silent film where she played Charlie Chaplin and I was the char lady.

And she wrote in her book, her autobiography that she had no idea she could do that in three, four days and that it was the most fun she'd ever had in her life and she was fabulous. We just treated everybody as if they could do it, you know.

KING: Anybody you wanted you didn't get? BURNETT: I always wanted to work with Lena Horne because I love doing medleys with people and so forth.

KING: Yes.

BURNETT: And I'm trying to think, actually gosh when I think of so many that...

KING: The show also showed how funny Steve Lawrence is.

BURNETT: Well, yes, Stevie...

KING: I mean a great singer but funny.

BURNETT: Stevie would come on the show and if we would be long, you know, and have to cut something he said "Cut my number. Cut my number. I don't have to do a number. Let me just be in the sketches."

And so many people who see the reruns because the musical numbers are in the syndicated show, it's only a half hour show, when they see Steve they say, "Oh you're that funny guy on the Carol Burnett Show." They don't even know he carries a tune.

KING: There are DVDs available now right?

BURNETT: Yes, yes on Columbia House.

KING: Now, explain what would happen each week. You'd do a rehearsal show for an audience and then a regular show?

BURNETT: We would do -- we'd start rehearsals on Monday and on Fridays we would do two shows in front of two different audiences and we'd do one around five o'clock in the afternoon and the second show around eight. And so, the five o'clock show we would do it as we would say to the ink, you know, just the way we rehearsed it.

KING: As written.

BURNETT: As written, you know, and then usually Conway would go to Dave Powers, our director, between shows and ask him "Did you get all the shots, everything OK"? "Yes, got it, fine." OK. In such and such a sketch I'm going to go over to the door ad instead of being on a close up of me, be on a head-to-toe.

That's all he would say and we trusted him with our lives and the director would say OK. All right, guys, here we go. And the cameraman would have to wing it, everybody, and then Tim would be off and running.

KING: And then Saturday night what?

BURNETT: Saturday night?

KING: Were you live Saturday night or was one of the...

BURNETT: No, no, we would -- we weren't live.

KING: Oh.

BURNETT: We were live on tape. We would tape on Fridays and then it would be on a weekly Saturday.

KING: And they would use parts of both shows?

BURNETT: Yes. We would always use whatever Tim did on the air show because it was gold.

KING: Wasn't it hard to do?

BURNETT: Yes.

KING: A new audience comes in and do it all over again.

BURNETT: Oh, no that, no, because sometimes during like after the first show we would make changes. We'd have a writer's meeting and we'd say that joke didn't work or why don't you do this over here or whatever. So, we'd have to remember those changes for the second audience.

KING: How did you get the idea of talking to the audience?

BURNETT: I was a little scared of that at first and Bob Banner, who was the producer and Joe Hamilton they said, well, you know, we'll need a warm up guy, you know, to come out and tell jokes and warm up the audience.

And then Bob Banner said, you know, "Sometimes they're funnier than the show. Carol, why don't you go out and just talk to the audience and do Q&A"? And I said, "Oh, I don't know. I'd be a little nervous about that."

And I remember Gary Moore doing that but they never taped it but he would warm up the audience and I used to watch him do that and I was amazed. And so I said, "Well, OK, I'll try it" but I was worried that the audience would think we had written the questions.

KING: With the idea that it would be on the air?

BURNETT: Yes, yes so -- no, at first it was just to warm them up. Then they said, "Why don't we put it on the air"? And I said, "I don't know that the home audience is going to believe that these weren't plants, you know." But, we kept doing it and then we realized nobody could write those questions, you know, and I didn't want any plants. I wanted it to be honest so if I was thrown I was thrown.

KING: You got very comfortable in it too.

BURNETT: I loved doing it.

KING: Our guest is Carol Burnett. You'll see her in "Once Upon a Mattress" Sunday night on ABC.

We'll be live Sunday night following President Bush's speech.

We'll replay the interview with Dr. Phil tomorrow night. I can only imagine if the Carol Burnett Show was still on what they would do to Dr. Phil. Anyway that thought just entered my mind.

We'll take your calls for Carol Burnett and we'll talk about in a little while an upcoming thing that's going to occur in memory of her daughter that's a fantastic idea. Don't go away.

(BEGIN VIDEO CLIP)

HARVEY KORMAN: The great star of the silent screen (INAUDIBLE) Desmond.

STEVE LAWRENCE: Ms. Desmond, wow it is you. Oh, Ms. Desmond, I've been such a fan of yours for such a long time. Say, how come you never made it in talking pictures?

BURNETT: I don't know.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: You got to do it.

BURNETT: I lost it. I had it when I came in.

(END VIDEO CLIP)

KING: How did the Tarzan thing start?

BURNETT: I have a beautiful cousin. She and I are the same age, and we grew up together as sisters, kind of. And we used to go see all of the movies together. She's gorgeous. You know, a baby Marilyn Monroe, beautiful. Still is. And we would go to the movies. And then we'd come home and go out into her backyard and play what we had seen.

So if we had seen a Nelson Eddie or Jeanette MacDonald movie, she was Jeannete MacDonald and I had to be Nelson Eddie. So you know what's coming? She was Jane and I was Tarzan. And so that's how I-- and I taught myself the Tarzan yell.

KING: Before we talk about the incredible thing they're going to do in memory of your daughter.

BURNETT: Yes.

KING: Why did the show go off?

BURNETT: Well, after 11 years, Tim -- not Tim. Harvey had left after the tenth year. And we were going--we were doing the 11th year, and I felt that we were starting to feed off of some of the older shows even though we had new, good, young writers and so forth.

I would read something and say, gosh, we did this. We did this a few times. And I thought, I would much rather leave before they go, bye, you know. I thought it was much classier. There's one great cancellation story that I have to tell you about Tim.

KING: By the way we're going to go to your calls momentarily. If they could start giving you calls.

BURNETT: He was doing a show called Rango. It was a filmed western. And he was Rango, and it was terrible. And so he was in his motor home one day and this guy from ABC knocked on the door. And he was this young guy, and very nervous. And Tim was changing for the next scene and he said, Mr. Conway? He says, yes. He says, well, I'm Warren Tart from ABC. Yes.

And the guy says, stop doing this. That's how he was canceled. Stop doing this. So I thought, I'm just going to stop doing this before they ask me to stop doing this.

KING: That's a funny story.

BURNETT: Isn't that a funny story?

KING: We'll be talking about in a little while and before Martha Williamson comes out, tell me what they're doing in the name of your daughter.

BURNETT: Well, they came to me--by they, the Pasadena Playhouse, which it's a landmark here in California. And there is going to be a little balcony experimental lab theater probably about 90 seats where they can do experimental theater and work with young, new writers, directors, actors and so forth.

And do things that ordinarily aren't the norm, that would get to be seen. And would reach to -- reach out to kids at risk, you know, who would bring them into the theater, have mentors, have master classes, and it's something that they came to me about because a few of the people knew Carrie, knew of her work, knew of her spirit.

And they said, would you approve if we named this theater after Carrie because if Carrie were alive today she would probably be one of the artistic directors of it.

KING: And we'll be joined by Martha Williamson later, who is executive producer of Touched by an Angel. And Carrie appeared on that.

BURNETT: With me. She and I worked together on it.

KING: On Touched by an Angel?

BURNETT: Yes.

KING: What did she die of?

BURNETT: Cancer.

KING: Of?

BURNETT: Lung and brain.

KING: She smoked?

BURNETT: Yes. I told you a long time ago when she was in the hospital, she looked at me and apologized for having smoked.

KING: Did you smoke?

BURNETT: Long, long time ago. I stopped about 25 years ago.

KING: Windsor, Ontario, for the great Carol Burnett. Hello.

CALLER: Hello, Carol and Larry.

KING: Hi.

BURNETT: Hi.

CALLER: Hi. I was wondering if you had a favorite character that you played on The Carol Burnett Show? And if so, what was it?

BURNETT: I had a couple that I always looked forward to doing. One was Eunice with Eunice, and mama and Ed. Because I loved doing her. She was so frustrating and frustrated. And I loved the writing in that because actually it was all character driven and there were no jokes. But yet it was funny. And I loved the whole, you know, intricacy of that dysfunctional family.

And then the other one I loved was Mrs. Wiggins, to work with Tim doing Mrs. Wiggins was fun. She was that character that was the secretary that had the rear end sticking out.

KING: Short skirts.

BURNETT: Yes. And the I.Q. fairy never paid her a visit. So it was great fun to play her, but it was hard because if you don't have an I.Q., you have no sense of humor. And Tim would try to get-- oh, there you see, I'm biting my nails because he's throwing ad libs at me trying to get me to laugh, and Mrs. Wiggins could never laugh. So I used to bite my fingers to keep from laughing.

KING: And he had that crazy voice.

BURNETT: Oh, yes. I couldn't even begin...

KING: What accent was that?

BURNETT: God only knows. I have no idea. I couldn't do it. No way.

KING: Did you have characters that dropped off, didn't work? BURNETT: Yes, yes, we had some. There was one that we were go to do on Mary Worth and we called her Mary worthless. And it was one of the worst sketches I think we had ever done. And at end of the sketch I was supposed to look into the camera and say, thank you, ladies and gentlemen, now don't be surprised if sometime soon Mary worthless is going to be knocking at your door again.

And then I said, on the other hand, don't expect it because this is the worst thing we've ever done and I totally apologize and that went on the air.

KING: What were the prank falls like? You had to fall a lot.

BURNETT: Oh, yes, we all did. And we were talking about we're paying for it today.

KING: You fell during the Gone with the Wind?

BURNETT: I didn't fall. I fell on purpose.

KING: Yes, I know.

BURNETT: But I had to fall down the stairs three times during the sketch, so in rehearsing it, we rehearsed in the morning, and then I did it for the dress rehearsal and then again. So that's, what? Nine times.

KING: And you got to fall the same time every time?

BURNETT: Every time. Well, yes.

KING: You learned how to fall.

BURNETT: I taught myself how to fall, yes.

KING: We'll be right back with Carol Burnett. More of your phone calls. Don't go away.

(BEGIN VIDEO CLIP)

BURNETT: What did you say, sergeant?

STEVE LAWRENCE: I said I'm crazy about you, kid.

BURNETT: Do you mean that?

LAWRENCE: Do I ever.

BURNETT: No, no, no, we better go.

LAWRENCE: Oh, kiss me, baby.

BURNETT: No, no, I must look terrible.

LAWRENCE: Oh, not to me, you don't, baby. Now that we found each other, nothing can come between us. Get out of here, you rotten kid.

BURNETT: Please, please, take me home.

LAWRENCE: No you can't leave me. You can't.

BURNETT: No.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: We're back and, of course, we all remember Carol Burnett in "Annie," the evil Miss Hannigan.

BURNETT: Miss Hannigan, yes.

KING: So terrible to children.

BURNETT: Well, I am doing the same thing in "Once Upon a Mattress" again.

KING: Why did you touch your ear?

BURNETT: That originally was hello to my grandmother because I got my first television show, and I called her Collect. And I said, nanny, I am going to be on television. She raised me. And she said, well, say hello to me. And I said I don't think they will let me say, hi nanny. And so we worked this out, you know.

And eventually it meant hi nanny. I love you. Your check is on the way.

KING: To Jersey City, New Jersey. Hello.

CALLER: Hi, good evening Larry. Good evening Carol.

BURNETT: Good evening.

CALLER: It's an honor to speak to you.

BURNETT: Thank you.

CALLER: Are you ever going to work with Julie Andrews again?

BURNETT: Oh, we would love to. We've been talking about possibly doing a clip show together where we talk to the audience and do Q&A and then show some of our favorite parts of clips of the three shows that we did. We're talking about it.

KING: You got along well, though?

BURNETT: Oh, yes. My chum. She's my chum.

KING: New Orleans, hello.

CALLER: Hi, Carol Burnett. I love you. You are the best. BURNETT: Thank you.

CALLER: Are you ever going to write a sequel to your book, "One More Time?"

BURNETT: I hadn't planned on that. But I am writing. I am starting to sit down and write some anecdotes about things that happened on our show and on the Gary Moore Show. Some funny stuff about, well, when I met Jimmy Stewart, when I met Cary Grant, all of those. And because I was raised going to the movies and to meet all of these people was really incredible for me.

But there are some funny stories. So I'm starting to put them down in an anecdote.

KING: Were you a funny kid?

BURNETT: No.

KING: You were not?

BURNETT: No, I was a nerd. Well, that's funny. And I was a pretty good student. I was a pretty much of an all A student. I was very quiet. I was editor of my junior high and high school paper. I wanted to be a journalist.

And I don't know, something happened when I went to college and I got into a play, and I heard them laugh and I thought, this is nice. And I changed my whole thing. And a lot of the kids I went to school with were very surprised, you know.

KING: San Francisco, hello.

CALLER: Hello. Hello, Carol.

BURNETT: Hey.

CALLER: I guess we agree on the genius of Bob Mackey.

BURNETT: Yes, indeed.

CALLER: And is he doing the costumes for your new production of "Once Upon a Mattress?"

BURNETT: He did my costumes. He could not do the whole show. And so he did the four outfits that I'm in. And I asked Bob how he saw Queen Aggravain, the character that I play. I said, how do you pick picture her, Bob? Because he really has a director and a writer's eye.

And he says, well, I think she's kind of a cross between a medieval Joan Collins and a drag queen. That's what you get.

KING: Your late daughter--how many other children do you have?

BURNETT: I have two other daughters. KING: How have they dealt with Carrie's passing?

BURNETT: I think they've dealt very well, you know.

KING: Were they all close?

BURNETT: Yes. Yes, they were, yes.

KING: Before we go to break, and meet Martha Williamson who will join us talk about this project and how you can help, in the name of Carrie, let's go back to Iraq.

His last night there before we hope heading home. Anderson Cooper, it's been quite a week, Anderson. What's coming up at the top of the hour?

ANDERSON COOPER, CNN ANCHOR: Yes, it's been an amazing week here in Iraq, Larry. We are going to have the latest on the elections. What we know of voter turnout. How high it was, especially among the Sunni population, and what it means for the insurgents and for U.S. troops on the ground. When will they be able to come home? And the latest on the debate of the U.S. about a timetable.

Also a report first published in "The New York Times" that the U.S. Government has been spying on American citizens without needing the normal channels, without needing a court order. We'll take a look that at debate--Larry.

KING: Thanks, Anderson.

Anderson Cooper at the top of the hour.

And we'll be right back with more of Carol Burnett. And we'll meet Martha Williamson, the executive producer of TV's Touched by an Angel, the board member of the famous Pasadena Playhouse. Don't go away.

(BEGIN VIDEO CLIP)

BURNETT: Well, do you have it? Show it to me. Oh, oh, oh yes, yes, yes. Wonderful. The tiniest pea in the kingdom under 20 goose down mattresses. Divine. She'll never feel it. She'll sleep like a bear. And when she sleeps, she fails.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

BURNETT: It's the luck of the draw.

UNIDENTIFIED FEMALE: Maybe you're right.

BURNETT: I know I'm right. I've been there. Walking to class, because I couldn't afford the subway. Living on chewing gum and coffee. Going from audition to audition. Don't call us, we'll call you, just in the insane hope that someday that telephone will ring, right?

UNIDENTIFIED FEMALE: Right.

BURNETT: Hey, baby. Baby, come on. It's going to be all right. It's going to be all right. This is your lucky day, I promise.

(END VIDEO CLIP)

KING: That was from Touched by an Angel. Carol Burnett with her late daughter, Carrie Hamilton. Is that hard to watch?

BURNETT: A little, yes.

KING: Martha Williamson joins us, executive producer of TV's Touched by an Angel, board member of the famous Pasadena Playhouse.

How long was that show on?

MARTHA WILLIAMSON, "TOUCHED BY AN ANGEL" EXEC. PROD., ON PASADENA PLAYHOUSE BOARD: Nine years.

KING: Went off when?

WILLIAMSON: Went off about two years ago.

KING: And how did Carrie get involved?

WILLIAMSON: Well, we had a show we wanted Carol and Carrie. We wanted to show the two of them together in a show. And we had Carrie o. And Carol and Carrie played this sort of a show business team, and it was very successful. It was at that point the highest rated show we had ever had.

And Carrie was just this incredible light on the set. Every time we'd look for Carrie, we couldn't find her, and it was because she was out making more friends, all over Salt Lake City where we were shooting. And nine years after -- after nine years of "Touched by an Angel," when the show was completely finished, the crew took a vote to see, after all of those years and 213 episodes, who was their absolute favorite guest star. And Carol, you lost. You came in second to Carrie.

KING: Tell me about this idea that we would take the theater segment of the Pasadena Playhouse and name it after Carrie.

WILLIAMSON: Well, it was just sort of a wonderful match. Carrie was an incredible person. And if you knew her for a minute or for a week on a show or for a decade or for her whole life, you never left her without the sense that you wanted to make your life better. She had a way of saying, Today I'm going to love my life.

And at her memorial service, Larry, somebody reminded me of that and challenged everybody there to say, I challenge you, in memory of Carrie to stand up every day and say, Today I'm going to love my life. You know, you're talking to a Hollywood audience, in a way. You hear things like that. But people did. And I did. And I never forgot it. And when I heard that they were doing the Pasadena Playhouse, and trying to do this wonderful theater that wants to take risks, wants to encourage young people to love their lives --

KING: Experimental.

WILLIAMSON: It was a match made in heaven.

KING: So you called Carol and asked her if she would support the naming of it?

WILLIAMSON: Yes. We said, Carol how would you feel about it?

BURNETT: I was blown away. My gosh, this had nothing to do with me. It was all -- it was just like, I don't know, it's Carrie.

KING: There was a dedication ceremony on December 5th, Carrie's birthday. A very emotional day for you, right?

BURNETT: It was. It was beautiful.

KING: Now you're in a fund-raising project. How much do you need?

WILLIAMSON: That's right. We're going to raise $2.5 million. We're going to renovate this theater, rename it the Carrie Hamilton theater at the Pasadena Playhouse.

KING: Is it there now as theater?

WILLIAMSON: It is. It's there as a space that's sort of used, but it doesn't really have all of the things that it needs. But most importantly, once you have the theater, then you can start the outreach program. And the outreach program is going to be a place where we can support new writers, new playwrights, new directors, but also this outreach program for children and youth and particularly mentoring programs for at-risk teenagers and teaching educational opportunities.

KING: What a great idea. People can support it by carriehamiltontheater.com, right?

WILLIAMSON: That's right, at the carriehamiltontheater.com.

KING: Go to your website.

WILLIAMSON: Go right there and you can -- you know, it's a wonderful opportunity, too, because it's a way of -- Carol Burnett and her family came into our homes for so many years. And it's --

KING: How about thanking her?

WILLIAMSON: Thank you, yes. It's a way to say, yes, we love you and we embrace you and we also want to remember Carrie.

KING: We'll be back with more right after these words.

(COMMERCIAL BREAK)

KING: You'll see Carol Burnett Sunday night in "Once upon a Mattress." She's co-producer. It airs on ABC at 7:00 Eastern. Martha Williamson is executive producer -- was executive producer of TV's "Touched by an Angel," board member of the Pasadena Playhouse. Big unveiling occurred December 5th; that's when they held the dedication. Now we're raising money -- $2.5 million is needed for the project. You can help support a project saluting a late, great young lady with a terrific mother at carriehamiltontheater.com.

We have a little surprise for you, Carol, to kind of kick things off. Going to read a little letter here. This will serve as a pledge from Leslie Moonves and CBS Television to the Pasadena Playhouse for the amount of $50,000 to be applied to the Carrie Hamilton Theater. This came from Marty Frank, senior vice president, CBS Television in New York. From Les Moonves.

BURNETT: Thank you. Oh, thanks. That's pretty nice.

KING: That's for you. You gave them 11 years. That's a nice thing for them to do. Even though we have been mentioning ABC 450 times tonight. CBS gives to it; isn't that a nice way?

BURNETT: It's beautiful. Thank you. Thanks.

KING: To kick things off.

WILLIAMSON: They were very, very excited to do this.

BURNETT: This is --

WILLIAMSON: You're much loved there.

BURNETT: Thank you. Thank you, Les. Thanks, CBS.

KING: What's next, Carol? After --

BURNETT: I'm going to go home and lie down. I don't know. We're talking actually with CBS about possibly doing a musical special that would salute Broadway composers and lyricists by taking them and doing one-acts, doing characters, but using their songs and lyrics and music, as characters in a situation. So we're talking about that.

KING: Martha, what about you?

WILLIAMSON: CBS -- I'm going to be working on a new series for CBS and then I'm doing a movie based on that wonderful, award-winning song that Randy Travis did, "The Three Wooden Crosses." We'll be busy next year.

KING: So you'll be producing for CBS again.

WILLIAMSON: That's right.

KING: "Touched by an Angel" was a big hit.

WILLIAMSON: Yes, sir, it was. It was a number one show for them.

KING: Why did you choose Salt Lake City?

WILLIAMSON: It was a great place to shoot. Good people. You could make it look like Beijing, or New York City or the Sudan. It's a good place to shoot.

KING: You never are going to hang it up, are you, Carol, retire?

BURNETT: No, I don't think so. What I look at now is if I get a script or get an offer to do something, I think, am I going to have fun? I don't feel the need that I have to be desperate to work.

KING: You don't have to be the star.

BURNETT: No, it's just, will this be fun for me to do? And then I'll say yes.

KING: Thank you, both, very much.

BURNETT: Larry, thank you. You're a dear.

KING: Always great to see you.

WILLIAMSON: Thank you.

KING: Let me repeat the website -- it's carriehamiltontheater.com. Carriehamiltontheater.com, they're out to raise $2.5 million. CBS kicked it off, Les Moonves and the gang, with $50,000. Little surprise there, for Carol.

Tomorrow night we'll repeat our interview with Dr. Phil, and then Sunday night President Bush is delivering a major speech on Iraq. We will follow that speech with a panel discussion and we'll include your phone calls.

So we'll have a live edition of LARRY KING LIVE -- normally we have repeat shows -- this Sunday night.

And don't forget, all day Christmas Day, we're going to be presenting back-to-back shows of the past year, so it's kind of a Larry King Christmas, all day starting on Christmas Eve.

Right now, we go back to Iraq, where our man -- there he is -- Anderson Cooper is standing by. He'll host AC 360 and then hopefully head home.

Anderson, what's ahead?

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