This is a partial transcript from "The O'REILLY: Factor," Nov. 5, 2004, that has been edited for clarity.

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BILL O'REILLY:, HOST: The top story tonight: an inside look at the final days of the campaign from "Time" and "Newsweek" magazines. First time, joining us from Washington, Matt Cooper, White House correspondent for that publication.

All right, both magazines rushed out issues. And they're very interesting issues. And I really think everybody should pick them up. I want you to talk about the Clinton-Kerry stuff in the last days of the campaign, first. Go.

MATT COOPER, "TIME" MAGAZINE: Right. Well, as was reported at the time, Bill Clinton (search) and John Kerry talked from Bill Clinton's hospital bed, you know, while the president fell ill with his heart condition. And he gave Kerry all kinds of advice about fighting.

The behind-the-scenes story that we tell in "Time" this week is that, you know, Kerry was not happy that that phone call leaked out. He felt that it made him look small compared Clinton, getting advice from the great man. And it diminished his stature. So there was a lot of behind- the-scenes antipathy from that call.

O'REILLY: All right, so you're saying that John Kerry called Clinton for advice. And also, you say that Clinton told him to make President Bush the issue, because if you didn't, he was going to lose. But then the call leaked out, and correct me if I'm wrong, but you guys, in "Time" magazine say some believe that Clinton's real interest was in clearing the way for Hillary to run in 2008. What do you base that on?

COOPER: Well, it's my colleague Karen Tumulty (search) is reporting this. And basically that was, you know, speculation coming from John Kerry allies as to what the president's motive was. But they're no question that Kerry himself was peeved that it got out, because he thought it made him look small.

O'REILLY: But I'm not connecting the dots here. OK, I can understand why Kerry was mad that the private conversation got to the press...

COOPER: Right.

O'REILLY: But what good would that do leaking — why would that help Hillary Clinton in 2008?

COOPER: Well, the thinking on the part of those who had that point of view was that it would diminish Kerry, possibly diminish his candidacy, and pave the way for Hillary.

O'REILLY: That he was actually talking to Bill Clinton?

COOPER: Well, just that it was part of making Kerry look small and kind of running his campaign down.

O'REILLY: All right, Swift Boat veterans, they hurt Kerry. And it was controversy within his campaign on how to handle that. Why don't you explain that for us?

COOPER: Well, that's right. You know, as we all know, the Swift Boat Veterans ads during the summer really hurt Kerry, coming out of what had seemed like a pretty successful convention. And then it just— those ads— just cut to the quick of Kerry's claim then, because he was a Vietnam hero. He could lead the country and the War on Terror.

What we show in "Time" behind the scenes is there was a lot of back and forth in the campaign about it, with the people who basically said "ignore the ads" prevailing up front. And that that proved to be an awful strategy that really hurt Kerry.

O'REILLY: Yes, I never understood why he didn't hold one press conference, answer all the questions about his Vietnam experience, say I'm only going to do this one time, and then refer back to the record. But what you report is that Kerry was furious after this took on momentum, correct? He was mad at his advisers?

COOPER: Exactly. I mean, Kerry was often, you know, in the position of kind of distancing himself from his own staff, almost treating it as if it weren't his own campaign that was at fault, and as if he wasn't ultimately responsible. So he — yes, he feels — he had taken the advice to lay low with the Swift Boat ads and not, you know, give them credence. And then when that clearly was a failed strategy, he was mad at those whose advice he took.

O'REILLY: Is that why he changed in midstream from the Kennedy people to the Clinton people? Because Joe Lockhart (search) wound up running his campaign. And Lockhart's the guy that sabotaged him from coming on “The Factor”. We thought we had Kerry on here, because Richard Holbrooke (search), very influential, and we like him a lot, went to Kerry and said "you got to do “The Factor”. You've got to get — reach those independents, and people who were on the fence and stand up to the questions."

And Lockhart sabotaged that by bad-mouthing the FOX News Channel to Kerry. —And Kerry bought it.— So is that why Kerry changed, because of the Swift Boat Vets?

COOPER: Yes. Well, that was a big part of it. I mean, there was the general feeling that his campaign was in a kind of miasma and that he needed the — you know, the battle scarred veterans of the Clinton wars to come in and sort of...

O'REILLY:: Did he dump Cahill and all...

COOPER: ...you know, play the hardball he needed.

O'REILLY:: Did he dump Cahill — see, Mary Beth Cahill was Kennedy's chief of staff. She came over in the primaries to help Kerry. Did — Kerry won the nomination and then Kerry dumped her. — And it was all about the Swift Boat guys?

COOPER: Well, Kerry more adds than subtracts. I mean, this is a guy that has an...

O'REILLY:: Yes, but you come on. You know who's calling the shots in that campaign at the end. You know.

COOPER: Right. Well, they're no question the Clinton folks were ascendant. But you know, but she never left. And he thanked her at the end. But you know...

O'REILLY:: Yes.

COOPER: ...he's into layering.

O'REILLY:: He's into layering. Well, he's got plenty of time to layer now, doesn't he, Mr. Cooper? And he can layer all day long. You know, if you're going to run...

COOPER: A lot of layer time.

O'REILLY:: Seize the day, carpe diem (search). Call your own shots.

COOPER: Exactly.

O'REILLY:: Mr. Cooper, thanks very much.

Next on the rundown, "Newsweek" magazine has some inside stuff for us. They've got some good dirt on it.

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(NEWSBREAK)

O'REILLY: Continuing now with our lead story inside the final days of the campaign, joining us from Washington, Evan Thomas, assistant managing editor of "Newsweek" magazine.

In your piece, you say that Kerry actually said, "I can't believe I'm losing to this idiot." Are you 100 percent sure that Kerry said that?

EVAN THOMAS, "NEWSWEEK" MAGAZINE: Yes.

O'REILLY: How do you know that?

THOMAS: We had good sources.

O'REILLY: All right, so you're 100 percent sure. Because that's kind of disrespectful, don't you think?

THOMAS: I think in the heat of a campaign, they say all sorts of stuff. I mean, I'll bet you he said worse.

O'REILLY:: All right. I just — when I read it, I went — you know, I guess you're right. I mean, if he's frustrated and tired and all of that.

All right, when are you — we talked, you know, obviously you heard some of the interview with the — with Mr. Cooper. And you have something about the Clinton phone call as well, but it has to do with gay marriage.

THOMAS: Yes.

O'REILLY:: What was that all about?

THOMAS: Well, you know, Clinton is always trying to move the — triangulate and move the Democrats to the center and trying to get votes in the red states. And so as part of that, he said, look, to Kerry, you ought to come out in favor of some of these bans on gay marriage and local bans on gay marriage. You ought to get behind that. And Kerry refused to — said no. Wouldn't do it.

O'REILLY:: Do you know why? Because Kerry himself said he's against gay marriage.

THOMAS: Yes, but it's one thing to be personally against it. It's another to endorse bans on it. I actually think this is a principled decision by Kerry. You know, he could have been politic, as Clinton was suggesting. In retrospect, politically...

O'REILLY:: It would have helped.

THOMAS: ...it would have been a smart thing...

O'REILLY:: OK.

THOMAS: ...to do that. I mean, maybe may in fact actually decisive.

O'REILLY:: All right, now...

THOMAS: But to Kerry's credit, he didn't.

O'REILLY:: You know, to Kerry's credit for people who believe in gay marriage, but for people who don't...

THOMAS: No, no, no...

O'REILLY:: ...they're not going to getting credit for it.

THOMAS: ...no, no, no. Look, either way, I don't care what your position is. The point is if Kerry didn't believe it was the right thing to do, he did a principled thing.

O'REILLY: OK, but I need an explanation of why he didn't believe it was the right thing to do when he says he's personally against it. I never gotten the explanation. We've asked the question many times.

THOMAS: But it's one thing to — you know, how you feel personally. It's another thing whether you want to legislate...

O'REILLY: Yes, but for a presidential contender, he needs to explain it. And he never did. And that's one of the reasons he lost, in my opinion.

All right, let's go on to James Carville (search). We talked about the switch from the Kennedy people, Mary Beth Cahill (search), to the Clintonistas. And Carville had a lot to do with that you report.

THOMAS: Right. Carville, never a shy guy. Actually felt bad that he hadn't been complaining enough. In August, the campaign was going down the tubes. And that he, Carville, had the stuff about it. So he summoned this meeting with the top Kerry people. And he basically threatened them, said, look, I'm going to go public with this on Tim Russert (search) if you guys don't make some changes here.

And the changes are he wanted a better rapid reaction. You know, the Clintonistas are good at that. And the Kerry campaign was just terrible at rapid response.

O'REILLY:: So this was Swift Boat based as well. Carville wanted a more aggressive rebut of that.

THOMAS: Yes, I mean, I think the swift boat stuff was a culmination of a series of just being slow and not being able to respond. I mean, the Bush campaign skated circles around the Kerry campaign. It was like watching a mismatch in a football game or something...

O'REILLY:: Interesting. All right...

THOMAS: ...where one team just clobbered the other.

O'REILLY:: So our pal, James Carville, had a big influence on how the Kerry campaign was run. That's interesting.

Teresa Heinz Kerry (search), you write about her, that she was a problem. Would you describe it that way?

THOMAS: Yes, I would. I mean, look, Kerry loves his wife, and respects her, and thinks she's independent and candid and all that. And a lot of voters felt the same way.

But she was pretty self-involved and self-referential. And you know, the — she made the campaigning about her, not about him. And she would give these long monologues to introduce him. And the voters couldn't understand where she was going. And she was always kind of complaining. And she was kind of a hypochondriac. And she was very difficult.

And you may have noticed that she didn't travel with her husband for most of the last two months.

O'REILLY:: And is that why — well, she didn't travel with him because they were afraid she was going to say something bad? Or...

THOMAS: Yes, she was bad — it was just bad. She wasn't happy with him on the stage. She was saying stuff that was getting in the press and drowning out his message.

O'REILLY:: Why wasn't she happy with him on the stage?

THOMAS: Well, you saw her. She would — you know, she'd stare away or she'd...

O'REILLY:: Yes, but I want to know why. I don't know why. I saw her...

THOMAS: Because she's a difficult person. She's a demanding, difficult person.

O'REILLY:: Does she want to be the center of attention? Was that what it was all about?

THOMAS: Well, yes. I mean, look at that photograph — I mean, talk about ruining a photograph. When they picked Edwards, that standard shot of the families together, and they had this beautiful scene and the good- looking, you know, couples. And there's Teresa reaching out to pull a thumb out of Edwards' little kid. The picture was all about her, not about him.

O'REILLY:: I would have bit her. Yes, I understand. So Teresa didn't help her husband in the campaign. Is that what you're saying?

THOMAS: Well, look, I mean, she may have helped him at some level, but she sure hurt on ways that were apparent to the staff.

O'REILLY:: Right.

THOMAS: It was very frustrating.

O'REILLY:: Now we only have 30 seconds left. I got to show you — you made a comment last summer that the media was all for Kerry. Didn't help, did it?

THOMAS: No. Well, I don't he might have lost worse, I mean I don't know. I do believe that the media was for Kerry. Obviously, it didn't help him enough.

O'REILLY:: You bet. Mr. Thomas, thanks very much. Both articles in "Time" and "Newsweek" are worth reading.

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