This is a partial transcript from "The O'Reilly Factor," June 21, 2005, that has been edited for clarity.

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BILL O'REILLY, HOST: In the "Unresolved Problem" segment tonight, intense controversy over a proposed 9/11 (search) museum. It's called the International Freedom Center (search), and if built, would be close to Ground Zero (search) here in New York City.

But the theme of the museum is under fire because some far left people are involved. George Soros' Open Society (search) organization has pledged money. The head of the ACLU (search) is an advisor. So is the head of the group, Human Rights First (search), a consistent critic of American anti-terror policy.

Even radical Columbia professor Eric Foner (search), who compared the horror of 9/11 to a White House policy, is involved with this project.

So some of the 9/11 families are appalled. President of the IFC (search), Richard Toefel, appeared on "FOX & Friends" this morning with a family member, Debra Burlingame. Things got a little heated during that discussion, and backstage things got worse.

With us now is Ira Stoll, managing editor of the New York Sun (search) newspaper, who is looking into the issue. And from West Palm Beach, Florida, Brian Kilmeade, one of the co-hosts of "FOX & Friends."

Richard Toefel (search) declined our invitation to appear this evening. That's because you threatened to beat him up, Kilmeade. What say you?

RICHARD KILMEADE, CO-HOST, "FOX & FRIENDS": No, I didn't. He came in hostile from the minute he walked in. We have a three-hour show. So Bill, I had no idea — I wasn't doing the segment. Steve Doocy was doing the segment.

O'REILLY: Right.

KILMEADE: I understand there were some problems in the green room. Debra Burlingame (search) and he were having some words. At first, they weren't going to go on together. They wanted their separate time. We didn't have room for that. So when they got escorted in, they agreed to go on together.

I walked in towards the end of it. I saw that he seemed to be outtalked and out of his game and very secretive about his situation with his plans for the Freedom Center. And whatever that was, I walked over to Debra, because I had met her before, started talking to her. I saw her eyes fill up and kind of emotional.

And I was shocked that this director walked over, patted her on the back, whispered in her ear, "Nice try." Well, her eyes — she starts crying — she gets upset. And to see him do that to a woman who is clearly still emotional, as if her brother, who was the pilot of the plane that was forced to crash into the Pentagon (INAUDIBLE) emotional...

O'REILLY: Let me stop you right there. Let me stop you. So I want to make sure that everybody has the picture.

After the segment ended, all right, Debra Burlingame, whose brother was a pilot on one of the planes that was forced to crash into the World Trade Center, and this Richard Toefel, the president of this proposed museum, walked back into the green room.

You also walked back with them. Then this guy Toefel put his — actually patted her on the back and whispered "nice try." In a sarcastic way, would you say?

KILMEADE: Yes, it was in the studio. Then he took off into the green room. I don't think it was meant for me to hear. So I asked her as she started crying again, "What did he just say to you?"

She said he said, "Nice try."

I thought he patted her way too hard, as well.

So I quickly followed him to the green room. And I said, "What are you doing?"

He said, "You don't know the whole story."

I go, "All I know is you should not be talking to her like that and don't touch her again. It's totally inappropriate."

And he said — just sat there and stared. And then a few people jumped in between us. And I walked back to do the show.

Debra refuses to leave the studio until he's gone. He refuses to leave the green room until she comes out. What is going on? This is a woman that is not a physical threat to him. They're supposed to be debating a center.

We have debated abortion, Kerry, Gore, Bush, all emotional things, the Iraq war.

O'REILLY: All right. How heated...

KILMEADE: I have never seen anything like this.

O'REILLY: How heated did it get? Did you threaten to tear his lungs out or anything, like you did with me the last time I was on your program?

KILMEADE: I'd be afraid to do that to you, Bill. But I would say this. I told him...

O'REILLY: No, but how heated did it get?

(CROSSTALK)

O'REILLY: I mean, were you in his face?

KILMEADE: I was very close to him, but I thought it was well under control. But I think it was important that he knew that he couldn't bully this woman anymore.

O'REILLY: All right.

KILMEADE: I just thought if I told him directly, he wouldn't do it.

O'REILLY: Now, he finally left the building and then everything was OK? Did they apologize? Or what was he...

KILMEADE: No apology. Had to be convinced to leave the building. This to wait for a woman who's in studio and, clearly it is if — and I would just use this analogy. Imagine going to somebody's wake and going and mocking the widow. That's how inappropriate his comments were. Debate the Freedom Center all you want, but I don't understand the anger, the smugness, and the arrogance of this guy.

(CROSSTALK)

O'REILLY: Well, all right. But this is an intense — this is a very intense debate.

All right, Brian. Thank you for coming on and telling us what happened. I want to go over to Mr. Stoll.

What we have is an ill-defined museum, right? We don't exactly know what this thing is going to be, but it's chock-full of far left people, and Debra Burlingame is worried and upset.

IRA STOLL, THE NEW YORK SUN: Well, you never really know what's going to be in any museum until it's opened. There are some far left people involved, which is troubling that there are hard left people involved.

O'REILLY: This Columbia professor. Off the charts.

STOLL: He's trouble. He's trouble, there's no question about it.

But there are also some right of center people involved.

O'REILLY: Who?

STOLL: Dick Toefel's boss, Tom Bernstein, is a close friend of President Bush, who actually introduced President Bush to Natan Sharansky, the author of "The Case for Democracy."

O'REILLY: Bernstein is also on this other human rights watch group, which is not a pro-U.S. group.

But look, what I have heard is that they want to put into this 9/11 museum stuff about genocide against Native Americans, stuff about slavery, stuff about Nazi Holocaust. Is that what you're hearing, too?

STOLL: Well, look, freedom is a broad concept.

O'REILLY: Sure, it is.

STOLL: I think it's certainly appropriate to talk about slavery and the concept of freedom. I mean, the Israelites were enslaved in Egypt.

O'REILLY: But is it appropriate on — on Ground Zero to do this?

STOLL: Well, if you're going to have a freedom museum down there, and look, there's a lot of things that are going to be down there. There's going to be office space. There's a train station, and there's been a process by which they decided there is going to be a freedom museum.

It seems to me that, since freedom was attacked on 9/11, it's actually appropriate.

O'REILLY: Well, that's what Toefel says. And I agree with that. I mean, President Bush said that. Freedom was attacked.

But it's how you do it. If you're going to make it "it's America's fault" museum, which these guys would do, Soros and Foner particularly. And the head of the ACLU, he'd do it all day long.

See, I'm a little bit worried about this. And I understand why — why Debra Burlingame is worried about it. These are very extreme people that are advising this guy, Toefel.

STOLL: What we've been saying at The Sun (search) is that there are risks and there are opportunities there. And you know, if it's — if it's done right, it could be a great asset. I mean, imagine democratic dissidents from around the world coming to Ground Zero to denounce that.

O'REILLY: If it's done right, all right. But if it's done wrong, there's going to be a riot. I'll tell you that. There's going to be an absolute riot. That thing will never get built if they try to blame America first.

Keep an eye on it for us, Mr. Stoll. Let us know what you come up with.

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