This is a partial transcript from "The O'Reilly Factor," March 22, 2004 that has been edited for clarity.

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BILL O'REILLY, HOST:  In the Factor "Follow-Up" segment tonight, as we told you before, the Democratic Party is split between people who sincerely want effective change under our present system and those who want to destroy the system because they think it's evil.

Comedian George Carlin is one of the latter.

(BEGIN VIDEO CLIP)

GEORGE CARLIN, COMEDIAN:  This country has been pushing the world around and exploiting the people of the world for a long, long time, and sometimes you have to pay the piper, and that's what happened to us.

We now have gotten enough people really angry and we have sold enough weapons and we've developed enough technology for them to have them now, and they're being used against us.

(END VIDEO CLIP)

O'REILLY:  All right.  The key words there are "exploiting the people of the world."

Joining us now from San Francisco is Paul Waldman, the editor and chief of a "Gadflyer," a left-wing Internet magazine and author of the book "Fraud: The Strategy Behind the Bush Lies and Why the Media Didn't Tell You," and from Los Angeles, UCLA Film Professor Richard Walter, who we'll begin with.

Now, Professor, I mean I know -- we've talked on this broadcast.  We disagree on most things, but you're a rational thinker, I believe.  You don't think the United States is responsible for 9/11 and brought this terrorism on itself, do you?

RICHARD WALTER, UCLA FILM PROFESSOR:  No, I don't, and I think that Carlin sounds like Jerry Falwell who blamed the -- what was it -- the lesbians and the American Civil Liberties Union.

No, I think what these people around the world hate about us has nothing to do with anything that we do that is wrong.  I think they don't like the same things that you don't like about us, our culture.

They don't like our music, they don't like our movies, they don't like that kind of influence, that middle-class bourgeois message that we send around the world, and they don't like the American dream in particular, which is a dream that, I think, you do embrace, something that we do agree about, which is that, if you work real hard, you know, if you get educated, in America, you can move up from your lower station.

O'REILLY:  Yes, absolutely.  You can succeed and pursue happiness.

Now do you believe...

WALTER:  Yes, and a lot of people think -- I'm sorry.

O'REILLY:  Do you believe that many -- most of liberals in this country agree with Carlin?

WALTER:  No, they don't.  They do not.  No, no, no.  There is not a monolithic united view on the left, any more than there is in Hollywood, any more than there is on the right.  On the right, as you know, there are people who support Bush, there are people who bash him.  There's a lot of diversity of opinion.  And Carlin speaks for Carlin, and I think what he says is kind of silly.

O'REILLY:  All right.  Mr. Waldman, how do you see it?

PAUL WALDMAN, AUTHOR, "FRAUD":  Well, you know, this is the kind of thing that conservatives love to caricature, to beat up on progressives about, and I didn't hear George Carlin say that we deserved to get attacked and that those people deserved to die.

O'REILLY:  Well, wait a minute.  He said...

WALDMAN:  That's what conservatives are saying he said.

O'REILLY:  ... quite clearly that, because we have exploited the people of the world, we have to pay the piper, and they were talking about terrorism.  So...

And we also asked Mr. Carlin to come on this broadcast.  He has been here before.  He declined.  He knows what he said.  And really that's not in dispute.

He basically feels that we're an evil country, we've damaged people the world over, exploited those people, and they understandably, in his opinion, have lashed out and attacked us.

Now do you subscribe to that point of view, sir?

WALDMAN:  Well, there are a lot of different sources of terrorism, and there is no question that, if you ask people in other countries, particularly in Muslim countries, they do feel exploited, rightly or wrongly, and it's important to...

O'REILLY:  All right.  If I ask people in North Korea, they're going to hate us, too.  What about you, Mr. Waldman?

WALDMAN:  Sure, but every time...

O'REILLY:  No Spin Zone.  What about you?  Do you agree with Carlin or not?

WALDMAN:  Not completely, but I think that there are things that the U.S. government has done in the past that have helped in some way contribute to terrorism.  That doesn't mean that's what we meant to do, that doesn't mean that we should be blamed, but it does mean that we have to understand those things so we can help to prevent further terrorist acts in the future.

O'REILLY:  Well, law of unintended consequences is one thing, but Carlin as bomb thrower is quite something else.  They see this country as an...

WALDMAN:  But let's take one example.

O'REILLY:  ... evil enterprise, all right?  See, President Bush says the evildoers are the Al Qaeda.  Carlin and his pals say the evildoers are within.  What do you say?

WALDMAN:  Both of those views are wrong because you have to understand not only what we do but how other people view what we do.  Let's take one small example.

We had troops in Saudi Arabia.  That became the focus of a lot of anger for a lot of people in the Muslim world.  It doesn't mean it was necessarily right for them to be angry.  But if we had understood that anger and how it was building, maybe we would have been a little more attentive to the threat that came from al Qaeda.

O'REILLY:  OK.  Now you're right about one thing, Mr. Waldman, and I want to address this question to Mr. Walter, that conservatives will take Carlin's insane rantings...

And I feel bad for Carlin.  He's a talented guy but a bitter guy.  And I know him somewhat.  He hates the United States of America.  He won't ever cop to that, but he does.

But they'll take his words and they'll wrap it around the throat of the progressive community and pull.  So I think Carlin does more harm to liberals than he does to anybody else, Professor.  How do you see it?

WALTER:  Well, far be it from me to agree with Bill O'Reilly.  It's lousy television when we have consensus and agreement, but I do agree with you.

O'REILLY:  And plus, your students would rebel and walk out of your class.

WALTER:  No, they -- among students on college campuses -- once again, contrary to the kinds of messages that you put out, there is a great diversity of opinion.  A great diversity of opinion.

But you're absolutely right, Bill.  This will be exploited by the right wing to tar, you know, with a great, big, broad brush what is actually a diversity of views.

Most of the people, I think, on the left that I know -- most liberals that I know love this country.  They do not blame America for what happened on September 11 any more than Israel is responsible for the attacks on Israel.

Israel was never attacked -- was always attacked -- excuse me -- long before it was in the territories, from the very beginning.  There's nothing that Israel can do that is going to satisfy the people who hate it, and likewise...

O'REILLY:  That's a good analogy, too.

WALTER:  ... the terrorists against us are never going to be satisfied.  Never, never, never.

O'REILLY:  And I think -- Mr. Waldman, maybe you disagree with this, but I think the reason the terrorists hurt us -- hate us the most is because of our support for Israel, because that's the number one recruiting tool that bin Usama Laden and his evildoers use, that the Jews and the Americans and they're together and this and that.

But, look, as I said, there's a wide diversity of opinion within the progressive community.  Some want to work within the structure of the USA to improve the lot of the poor, whatever it may be.  Others want to say, look, we have a bad society, we need to be socialistic, we need to be X and Y.

And you, sir, from reading your Internet Web site, I think, are in the latter.  You really want a fundamental change in this society.

WALDMAN:  Absolutely not.

O'REILLY:  You don't want a fundamental change...

WALDMAN:  Oh, absolutely not.

O'REILLY:  ... here?

WALDMAN:  Oh, I want change on a lot of different issues...

O'REILLY:  Yes, fundamental change, income redistribution...

WALDMAN:  ... and I'm sure you do, too, but that doesn't mean that...

O'REILLY:  ... things like that.

WALDMAN:  No, no, no, Bill.  Bill, that is completely unfair to say that important parts of the progressive community want to overthrow the system.

You know, that's just a conservative caricature, and what conservatives do is they find things that somebody like a comedian or an actor will say, and they caricature them, and they say, ah-ha, this is what the entire left believes.

Well, that's just ridiculous.  I, like everybody that I know in the progressive community, loves America and loves democracy, and that's why I criticize President Bush.  That's why I wrote a whole book about it.

O'REILLY:  But do you love capitalistic America?  Do you like corporate America?

WALDMAN:  Oh, you have to -- you have to love corporate America in order to be an American patriot?  I don't know where...

O'REILLY:  No, no, no.  I'm asking you.  Do you like corporate America?

WALDMAN:  I think capitalism is a great system, but I think it also needs the involvement of government in order to function properly.

O'REILLY:  Ah-ha!

WALDMAN:  That's the difference between...

O'REILLY:  So you don't want...

WALDMAN:  ... between the right wing...

O'REILLY:  You want kind of a socialist capitalism?

WALDMAN:  Oh, no, absolutely not.  I think that most Americans understand now, as we've seen with things like the Enron debacle, that capitalism only function if you've got a government that is fulfilling its role as a watchdog and setting the rules.

O'REILLY:  Oh, a watchdog.  No question.

WALDMAN:  You can't have capitalism without rules.

O'REILLY:  All right.

Professor Walter, I'm going to give you the last word on this.  If George Carlin was sitting here today, if he had enough cahonas to come in, what would you tell him?

WALTER:  Well, I love free-enterprise capitalism.  I think it needs to be regulated.  I don't think it's fair to tar all of corporate America for what Enron did, even though there's a lot of that that goes on.  It's not the rule.

The problem is this monolithic view that people take, and, as much as I admire you, I do worry about your contributions to -- and I think the medium of television and mass media in general tilt this way -- towards keeping everything black and white, everything simple.

It's a very complicated world, and...

O'REILLY:  It is, but if...

WALTER:  ... and we have to live with the stress and the tension of...

O'REILLY:  If you would tell that to George Carlin, he would -- he'd fall asleep.

All right.  Gentlemen, we appreciate you taking the time.

And George Carlin is welcome to come on here anytime he wants to, which I don't think will be anytime soon.

Thanks again, gentlemen.

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