they are just doing their jobs and you know what? these are people that get yelled at allay long and if you think you yelling at him is going to make them work harder for you, you're wrong. you know what helps? a smile, being polite. turning offer your stupid blackberry when you're supposed to. josh duhamel says he learned his lesson and we're glad to hear that. but for a clueless list of a wireless device, he's texted say hello to my friend. >> tonight my good buddy, my best man. al pacino. >> i love the people i play. >> one of the world's greatest actors. and a very private guy. he's going to sit down for a rare and revealing interview. we thought "the godfather" would bomb at the box office. >> you ever turned down a role you regretted?

>> yeah. >> larry: the academy award winner al pacino. we'll talk about george clooney, brad pitt and others all next on "larry king live." >> larry: we're in al pacino's backyard in beverly hills. yeah. the last time he was with us after much begging and cajoling was back in 1996. we thought it would be the start of hundreds of interviews, and this is the second time. we've become very close friends, spent a lot of time together. this is only the second time on the show. let's show you a clip of the first time from 15 years ago. >> no, don't. don't. >> watch. >> no. >> larry: why have you finally come? >> come here? >> larry: yes, finally, after years asking? >> senility, i guess. >> larry: why do you dislike interviews?

>> well, i don't -- i think it's because it starts with the whole idea of being an actor, when is something that is kind of -- the anonymity of an actor. the more anonymous you are, the easier it is for the audience to accept you in the role. i think it starts there. and i think because i'm somewhat shy. >> larry: you still feel that way? >> yeah, i do. but i'm so shy now, i wear sunglasses everywhere i go. >> larry: you do so many things, you're so outgoing, why would you be shy -- >> i've often said, there's two kinds of actors, a more gregarious type and the shy type. both going to acting for the reason that they're able to access stuff, because they have these big personalities and they're able to get involved in -- and they're open and they do other things. the others go into acting because they can't do that.

in acting it allows them that freedom. i think there's -- i'm sure there's people who are a little bit of both. >> do you enjoy fame? >> this play i did, remember the local stigmatic, which you saw, the movie of, i filmed it, that the quotation in there, from the author at the start was fame is the perversion of the natural human instinct for validation and attention. can you follow that? >> larry: yeah. >> i didn't make it up, but i just said it. it's a strange thing. when it first happened to me, it was quite daunting, and i got the best advice i ever got -- >> the godfather? >> after the big movie started coming out. it started early in the theater too. it was escalating. and i got the best advice i could ever get from anyone, lee strasbourg, the great lee

strasbourg said to me, darling, you simply have to adjust. about fame. >> larry: al is currently starring on broadway -- >> i haven't adjusted, but i'm trying -- >> larry: in "merchant of venice." he played it in the summer outdoors in central park. that was free, right? >> that was free theater. >> larry: you worked for nothing? >> it's a great place. and they do it every summer, they do shakespeare. they're even doing other thing. >> larry: is it different when you're working without pay? >> no, of course not. >> larry: no? you don't even think of that? >> you don't. you don't think you're -- again, it's a job. it's -- and again doing it in the park, you're dealing with all the elements in the park. it's not quite what you think it's going to be. it's outdoor theater. but it doesn't work out kind of the way you think it would be. >> planes go overhead while you're acting?

>> everything happens. it rains, we were in the middle of a scene and it started raining. >> what do you do? >> you stop the show. you don't stop until the announcement comes up by the stage manager. he announces, all right, ladies and gentlemen, we're going to stop the show for a while, and the audiences love it, they love it when that happens. >> larry: why? >> i don't know why. they just do. they're a part of something that's different. we did, we stopped for a full half hour and went back out again. >> larry: the advance for "merchant of venice" was the largest. it was $4 million. you should be very proud. the reviews were amazing. i want to touch a lot of bases. you play shylock. was shakespeare anti-semitic -- >> in my opinion no, he wasn't. that was 400 years ago. there's a lot of interpretations of the play. to me, i think there's

anti-semitism in the play, of course, but i also think shylock is also a blatant cry against prejudice in some ways, when you think before what they do to this person because he's a jew. how he reacts to it, and what he's become. what he's made into. >> do you think about it a lot. how i'm going to -- how i view him? do you have to like him? >> well, yeah, i mean -- you know, you don't -- you first of all, you think of anybody you're playing as a human being, and what his needs are, what drives him. why he is where he is and what he's doing. these are the things you focus on. and in that point of view, you are -- as far as i'm concerned, i'm looking at the play through shylock's point of view, and he's defiant.

he's defiant in the face of prejudice. he defies it. that's what i love about the character. you. >> like playing shakespeare? >> i love playing shakespeare, i do. >> larry: i saw another play -- when is that going to come out? >> this has been an ongoing thing for me for four years. it isn't rare for documentaries to go on for a long time. you work on them, you develop them. there's no script to start with, so i had an idea. as i did with looking for richard. there was an idea i had. and that took me three or four years to do. you do it while you're doing other things and it goes back and forth. >> it's a brilliant movie, whenever it comes, you'll see it. >> when you do hollywood, you do it for money? >> you love theater so much? >> i wouldn't do some of the pictures i did for nothing, i'll tell you that.

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say hello to my little friend. >> larry: when i look at your credits, just some of them, "godfather" "dog day afternoon." "scarface." that great line. do that line. >> every day above ground is a good day? that's an oliver stone line. >> larry: no, say hello to my little friend. >> oh, yes. >> say hello to my little friend. >> my little son told me someone said that to him. what's that line your dad says? it's a catchy phrase. >> larry: when you take a cuban accent like that, do you keep it at night when you go home for dinner too? >> you sort of get involved. it becomes a part of your fabric, a part of your life.

even after the movie's other, you're still a little bit in it. your frame. it's interesting, it was a relief for me to come home. and i was lucky enough to be -- i had fallen in love during "scarface." during that 10, 12 hours a day, and then coming home and listening to my girlfriend's problems and her day would take me out of what i was doing. and it's like you don't talk much when you're doing something like that afterward. you're not in -- you know, it's almost tantamount to being a fighter or a boxer who's in the ring. he doesn't fight much afterward. he doesn't go out and get into a brawl in a bar. usually, it's because it's -- it's what we do. and doing "scarface" every day for 12, 14 hours a day, kind of -- i want to hear other

people's issues and their problems. "scarface" was written by oliver stone. and directed by brian depalma. but oliver stone wrote that text. so when you say, say hello to my little friend. i think of oliver. >> when you see your films, are you very self-critical? >> no, i stopped being that a long time ago. i'm going to have enough critics without it being myself, so what i look for is where the actor is working, where it's working, what i can do about it. i don't like seeing movies when i can do nothing about them. >> who put this thing together? me, that's who? who do i trust? me. >> larry: it's a cult -- everyone talks about it? >> well, there's probably -- it's the most successful movie i made. and for me, yeah.

>> larry: in dollars taken in? >> yeah. it's really -- and it's been that way for -- it's gotten all this -- and it's across the board, when i go to europe, i go around -- that's the picture they -- >> larry: have you ever turned down a role you regretted? >> let me see. yeah, i did. >> larry: without embarrassing the actor, what -- >> i don't want to embarrass anybody that's the problem. you mention a role you turned down. i realized about this role that i could have -- when i first read it, i said, no, this is -- i'm not right for it. later when i saw it, and i real -- when i saw a comic, i gave it away now. anyway, it doesn't matter. >> larry: it was a comedy? >> i saw somebody doing something in a club, and i suddenly saw what i would want to do with this part. and what happened -- it's --

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i'd know it was you frado, you broke my heart. >> larry: "godfather i & ii" may be the best movies ever made. many people consider that now. >> wow! i know. >> larry: did you like michael corleone? >> i loved him. that's like saying to a painter, when they paint a painting, how could you paint this painting of who ever? you know, you don't feel as though. you don't do that? you see always looking at the metaphor, you're always looking at what the character is, what is the deeper -- what is being said about our life and our world through this character. you know, and one can make the argument that michael corleone.

why did the audience like him? because it was couched in a drama so it had a different -- it comes at you differently, it comes out of the drama. >> do you agree godfather is about a family, basically? >> that's what i mean about -- this is the thing that turned people on so much. i remember i was there, and, you know, the reaction was so universal across the board. had a lot to do with family, the family structure. and people related to it, you didn't have to be an italian american, you just related to the whole family dynamic. >> when he goes into the bathroom, gets the gun and comes out and shoots the cop, was it your idea to throw the gun in the air? >> i guess it just happened. yeah, i think -- i think -- >> yeah, i -- you can have that -- the way it was going, sure, it was in the script. i can't remember that far back.

i think it was in the script. >> we're all over the board tonight, because i'm so happy to have you. i'm going everywhere with you. >> you want to stay here tonight. >> larry: do you ever watch other movies and say, i would have liked to have played that? >> no. >> larry: no? >> no. >> as far as i can see, any part that anyone's doing, i couldn't do. i look at all parts, movies as an audience looks at it. >> larry: you do? >> yeah, it's like going to a baseball game or something, you watch them, the pitcher pitch the ball. the hitter hit it. and you just -- you don't want to go out there and do it yourself. >> larry: you were at a film, your own craft? >> yeah, i don't see it that way. you don't cry? >> there's no crying in baseball. >> and i'm inclined to agree with that. >> they know when he or she is

missing the mark. >> i can't tell you anything more than it just felt right. >> now i'm in big trouble. >> start training now. >> well, we're humble guys, larry. >> i'm going to make him an offer he can't refuse. >> good-bye. >> good-bye. ♪ in phillips' colon health defended against the bad gas, diarrhea and constipation. ...and? it helped balance her colon. oh, now that's the best part. i love your work. [ female announcer ] phillips' colon health.

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♪ ♪ godfather is a term used by his friends as a term of affection, one of respect. >> michael, what have you done? >> we'll get there, pop. we'll get there. ♪

>> in my home, in my bedroom where my wife sleeps? i know it was you, frado, you broke my heart. >> larry: working with brando, what was that like for a young guy? >> well, when you think of growing up with the image of brando as your source of inspiration, because i remember seeing him in a movie when i was 16. and i went into this movie house and i saw on the waterfront, i was alone. and i had seen a member of the wedding came first with julie harris at the waters. it was a great movie. she was great. and then i saw this movie, and those days these two movies --

so i'm sitting there, and this movie comes on, "on the waterfront" and i'm just blocked because of the degree. it's over, and i just sat there. i did not move. sat through the whole member of the wedding movie again. just to see waterfront again. that's how it impacted me. and it truly -- it -- it's -- it was a -- you know, today when you tell young people today about it, the response isn't quite the same. you have to understand, this wasn't that period, was a revelation. it was a breakthrough. his acting on screen was different than anything we had all seen. so it was a -- so playing with him in the movie. i'll get to that answer. >> he was -- it was a little. >> nervous? >> a little unnerving, and you don't know. and marlon would play that a little bit. he was always -- he was -- >> he was so good to me.

he was so sensitive to the condition that i -- i was in a precarious condition to say the least. they were going to let me go, i think. >> larry: they're going to let you go? >> yeah. they had made a mistake. >> larry: they thought you were wrong for michael? >> well, they did. because i started out slow. and that was my plan. my plan was to do michael corleone slow. and discover it. he discovers who he is in this thing, in a way. he really doesn't know who he is by the end of the picture, he could be anything. i wanted to see if i could get to that, so when the moment of whatever comes, we know that this guy, where did he come from? that's what i was trying to get. he's kind of a schlep during the thing. he's here, he's there. we get the sense that he's an independent kind of guy. but he's the kid. and eventually he becomes the don. >> then i'll kill them both.

>> and i thought, if you start like this, you got nowhere to go, really. and that impact of that moment of change is strong. >> larry: was it difficult for -- >> you know what kept me was that restaurant scene, you see? when they saw that scene, they kept me in the movie. because i would have been gone. >> larry: wow! >> even francis said to me, i hired you, i wanted you, i felt you could do this thing. and now there you are, you're not cutting it for me, kid. he said, i want you to see some of the gunshot scene. by that time i didn't want to be in the movie any more. you get the feeling you're not wanted you don't want to be there. >> larry: you get the feeling you're not in the movie when you do the gunshot thing? >> i went in and i saw what he was talking about. i thought, wow, i'm doing what i wanted to do.

i said, oh, yeah, i can see it. but they kept me after the shooting. there every day with clients like jetblue -- financing their fleet, sharing our expertise, and working with people who are changing the face of business in america. after 25 years in the aviation business, i kind of feel like if you're not having fun at what you do, then you've got the wrong job. my landing was better than yours. no, it wasn't. yes, it was. was not. yes, it was. what do you think? take one of the big ones out? nah.

"scent of a woman" playing -- you wore glasses then you played a blind man. >> i didn't wear sunglasses that much. >> larry: when you're playing a blind person and you had to do that scene at the dance. >> yeah. >> larry: what do you see? >> it's the oddest thing, you don't see anything. >> larry: what do you mean? >> you don't focus your eyes. and what happens is, you just go into a state. as a matter of fact i had an eye injury during the shooting of the film, because i fell into a bush. and the worst kind of eye injury is when plant life gets into your cornea. it stuck into my cornea. as i was falling my eyes weren't focusing and it went into my eye. >> so you're saying you were blind during that movie? >> yeah.

i asked my little daughter at that time, i said, julie, could you show me -- if you were doing something, how do you do a blind person? she was spot on. she was just perfect. i said, no work, no preparation, no nothing. she just did it. so it's -- i didn't -- i did a variation on that theme. but -- >> larry: was it difficult? >> no, it wasn't. having an affliction of something, it's like having an accent. it gives an actor something to feed into. it serves you as an actor. >> larry: how did you come up with who-aa? >> i had this guy who was teaching me to assemble and disassemble a .45 blind. and i would spend hours just

learning to take it apart. he was there and a real lieutenant or one of the guys, i don't know what his rank was. one time i did it right and went who-aa. i said, what's that? he would do it every time i did something right. it's an expression that's used in the army. it it worked its way into the movie. >> larry: "sea of love." that sex scene. you and ellen barkin, one of the sexiest scenes ever filled. i don't want to bring up names -- but marcello told me sex scenes are the hardest thing to do, it's hard to be sexy with 43 cameramen around. >> i think that had to do with

harold's direction. he orchestrated that in such a way all you had to do is show up. yeah, it's not the hardest thing in the world to kiss ellen barkann. if it's orchestrated, if it has a purpose. it's made to do something, and it's orchestrated. literally planned and worked out moment by moment step by step. and that's what harold becker did. he knew what he wanted, he knew how to get out of it, this quality, this sexual -- >> larry: did you get excited? >> well, you know -- >> larry: well, do you or don't you? >> i'm always excited. i'm excited now. >> larry: you're kind of passionate. [ woman ] alright, so this tylenol 8 hour lasts 8 hours.

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godfather, serpico, dog day afternoon, scarface. >> it's like you don't talk much when you're doing something like that afterward. you're not in -- you know, you've -- it's almost tantamount to being a fighter. >> i'm going to get him. >> like a bomber in the ring. >> inch by inch, play by play until we're finished.

>> he doesn't fight much after. you know you have a little brawl on the bar. >> see, this is how we keep score. >> larry: are you easily directed? >> well, yeah, kind of in a way if the director knows what they want, yeah. sure. a director directs. you go here, you go there, you go there. >> larry: you follow it well? but have you -- >> well, i don't know if i follow it well -- well, with a guy like lamet, this is where he tells you to go, when you come in the bank, you go here, you do this. you're in a bank robbery. you don't have to act, you're doing what he tells you and you're there. there's the bank robbery. it's genius. sometimes you get lucky. >> one of the great movies ever made. you made so many of the great

movies ever made. dog day afternoon. >> yeah. >> larry: and that actor you worked with. >> john cassell. >> larry: he was a great actor. when he was frado, he had to play such a weak character, yet the oldest brother. that was quite a job he did. because you were sympathetic to him. >> yeah, i tell you. nobody liked john. how about the guy in "dog days". >> larry: yeah. you were two gay guys robbing a bank? >> well, that's what he -- he wasn't. remember when that moment comes? >> larry: he wasn't? >> he wasn't i was gay. i was ac/dc. it was this moment where they say two gay robbers in the bank and john's character says, i'm not gay. >> i'm not a homosexual.

>> john says to sydney, why do i say i'm gay? why do i say i'm not gay? and sydney looked at him and said well -- they started talking, knowing john, i know this is going to go on for a while. sydney starts to satisfy his question but it won't get satisfied. and he goes on and on. but i knew enough to go off to the side and sort of practice whatever i wanted to -- he didn't understand why he said it. you hear sydney say, you're saying it because it's in the script and i'm telling you to say it. >> larry: that was a great movie. >> the thing about movies that's so interesting, you can -- and i've heard dustin hoffman talk like this. can you suddenly doing something in a movie that's absolutely

spontaneous and right there. like in "dog days" when i was going to say attica, attica. >> attica! attica! attica! >> i have to go out there and talk to a mob and this guy, bert harris comes up to me and says, why don't you say attica? just say attica? it happened where they went into the prison and killed all those prisoners. and it was really in the air, hot and heavy in the air. and i just got it. and i thought, okay, and i went out there and said, attica! and the crowd just went attica! i said attica! and there was like this -- you know, it was a cyclical thing. it came back and forth, and before we knew it, we were in the zone together. >> larry: working with de niro.

>> oh, my, bobby -- bob is -- >> larry: the two of you are like -- he doesn't do theater? >> no, he doesn't. he's a kind of artist who's always been connected to movies, that's his art form, that's where he expresses himself. and it's a different kind of thing, he's -- there are actors who find their art through film. a lot of them today, most of them today. >> now that we've been face to face, if i'm there, very to put you away. i won't like it but i'll tell you, if it's between you and some poor bastard who's wife you're going to turn into a wed go, brother, you are going down. this is the iphone 4. it's lithium polymer battery lets you... work longer, play longer,

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♪ >> larry: how did you defeat alcoholism? >> well, i didn't defeat it. one doesn't look at it that way. >> larry: how long are you sober? >> all i can say is, i'm never sober. i don't want to be sober. but i have to say, i don't just don't drink, but a part of being involved in alcohol and the way of that life and all, which is today it's extremely interesting to see the way it's dealt with today.

mainly because of the dui's because of drunk driving, because that's -- that's just -- that's not permissible. but aside from that, people drink and -- it's a different world today because of the scrutiny and the attention being paid to us. in my day, it was an old part of being -- as they used to say to sir lawrence olivier, what's your favorite part of acting? he'd say the drink after the show. it was all part of a world. and then when it started to replace -- when the cart was in front of the horse and sort of replaced the work and all other parts. i was reluctant to stop, but my great friend charlie lawton, he was a real influence, because he was my mentor, my closest friend. really begged me to stop for a while.

just to take a look at it, and ask me if i would -- he had stopped for about a year, and i was continuing. and he was quite worried about -- it was during one of those episodes of drinking in london that i turned down "dog day." i actually turned it down. i don't want to go into a bank, rob a bank and do all of that stuff. and i actually turned it down after i said yes. and i was very lucky i had someone like marty bragman and sydney lamet around. i quit and they got somebody else. during the course of this time, bragman was on me, i said, marty, i don't want to do this. if you stop drinking for a while. just stop for a while. i said, okay. for a while, and read the script. no, i mean it, just don't drink. i didn't drink for a couple days and i read the script.

it was clear, i said, why am i not doing this? i should be doing this. and i called him, i said, you know, marty, you're right, this is a great script. he said, okay, talk to you later. and he got on it. and he, somehow, wiggled it as only he can and he knows how to do it and i was very lucky. i had him there. >> larry: how did you stop drink something. >> i didn't just stop dead-on. it was in increments. you graduate from one stage to the another. it takes a while as they say, to unscramble your brains, as they say. you have a certain period of time and then slowly, i got to understand what it was and -- >> larry: are you ever tempted? >> you know, as norman mailer once said, why he keeps drinking and he know us how difficult it

is for him to do it, he said -- i can't give it up because it would be one less way to relax. and the truth is, you know, we need our annodines, you know that word? we know that in life. a good warm bath can be one for you or a whatever. and a nice glass of wine, at the end of the day you have something, sit back, drink it and enjoy it? >> larry: are you tempted? >> as we speak i am. no, i'm not. i'm not. it's been a long time. i don't see the need for it. i don't think about it. >> larry: could you ever act while drunk? >> no, i didn't like that and i've done it. and i did it on stage and john casalle said to me afterwards, what are you doing? i said, what do you mean? and he said, what are you doing? i realized that i had a few beers before i went on and it changed things for me but the great actors of the past and

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♪ i don't know how to do anything else. >> neither do i. >> i'm in love with you. i love you. i am totally, completely mad for you. >> love you! if you was a broad, i'd marry you. >> somebody trying to shake me up? huh? huh? >> larry: working with johnny depp. >> i love him. >> i love johnny depp. >> larry: what makes him special? you did "donny brasco" with him.

>> he's done so many things. he's gone from a to z. it's really his gifts. he has a personality and as a person, i loved him. i loved being with him. he made me laugh every day i was there. he's funny and nuts, too. >> larry: he's nuts? >> he'll say i'm nuts but he's really nuts. but he's nuts in that way that he's just fun to be with. >> larry: when you're doing a scene with him, are you aware while acting that he's great? >> no. no. i mean, you lock in with your partner. it's as though you were playing tennis and you just hit the ball back and you go this way and that way and you're in sync as much as you can can be. and you're playing with each other. you're not observing the other person. that's really for the director to do and watch. you're in it with him. frankie and johnny, that

movie -- and you were obsessed with her, with michelle pfeiffer? and in "scar face 2" i was in love with her. >> larry: but in "franky and johnny" -- >> yes. kathy baits did this and she was great. so was michelle, by the way. sometimes people were a little hard on her because she was so beautiful and she was supposed to be playing a plain person. >> a waitress. >> but the truth is, she was a plain person. she was in this movie. she's quite good in this movie. you can see she was a very sad person. and it shows. you don't see her glamour in the movie? >> larry: why did you do one of the ocean's movies for our friend larry weintraub? >> it seems like a good idea at the time. >> larry: you were the hotel owner? >> yeah. >> larry: was that for fun? >> no. no.

i don't -- i don't think that was for fun. that was because it was there and they're great cast. they do these great films. they're a franchise that does fantastic. with all these great people in it. and there offering me a part. and i thought, one of the main reasons i did it is because i was here in los angeles to see my kids and it was like given to me on a platter. and it was a good script and i thought, well, okay i'll try it. but, you know -- >> larry: clooney and pitt -- >> i love george clooney. i love him. >> larry: what makes him special? he's our carry grant. >> what makes him special is he's different. believe it or not. he's not carry grant. he's different from carry grant, as individual as carry grant was and as grace as he was, george has his own place. you could say in a way in a manner of speaking, he's sort of falls into that pantheon but he's very special.

>> larry: what are you going to do after venice? >> what's he talking about? >> larry: after the merchant of venice. >> after merchant i'll probably do a movie, i think, with adam sandler. >> larry: adam sandler? >> yeah, i think so. >> larry: i heard about this. >> we don't want to go into it. >> larry: you play yourself? >> it's not a done deal yet. >> larry: but it's a very funny concept and adam is great and he's very funny and not only that is he a great actor but he's a great comic writer. i want to go on stage again, too. >> larry: why do you keep working? >> because i'm here. because i still, you know, have my health. and you know, i had a few setbacks, as you know. pe h