This is a partial transcript from "The O'Reilly Factor," April 28, 2006, that has been edited for clarity.

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BILL O'REILLY, HOST: In the "Personal Story" segment tonight, I'm not going to see the new film "United 93" and I'll tell you why. In the area where I live out on Long Island, abut 30 families lost people on 9/11. So that Al Qaeda attack is an emotional deal for me, and I don't have to be reminded of it. I see the damage first-hand every day.

But I hear the film is excellent.

With us now, two guys who rate movies for a living, Bill McCuddy, the FOX News critic, and Richard Roeper, co-host of TV's "Ebert and Roeper" and who also writes for The Chicago Sun-Times.

All right, Roeper, we'll begin with you. Should people go to see this?

RICHARD ROEPER, CO-HOST, "EBERT & ROEPER": I think they should, Bill. And I respect the fact that you're right here in New York City, and for a lot of people especially in New York...

O'REILLY: Yes.

ROEPER: ... it hits too close to home. But a lot of people — you know, five years. In the attention deficit disorder generation that we live in now, for a lot of people five years is a long time. And I think people do need to be reminded.

And this film is done so respectfully and so well, and I think it's so insightful that a lot of people should see it, absolutely.

O'REILLY: Will people be angry after they see this movie? What will the primary emotion be?

ROEPER: I think anger, yes. I think people will be inspired by the actions of the passengers. It's not necessarily a political film, because it's right about what happened on United 93. It is — it's a fictional film. I mean, there is conjecture, of course. But I think when they see it, they will be reminded about who the real bad guys are.

O'REILLY: And that might be good, right?

ROEPER: I think that's a great thing.

O'REILLY: Right. Because I agree with you. A lot of people, particularly younger people, have really forgotten the danger that lies out there.

But McCuddy sees it differently. Right?

BILL MCCUDDY, FOX NEWS FILM CRITIC: Well, I just see it this way, Bill. You need to tell people — rather than review, I would call on critics like Richard not to do a thumb's up or a thumb's down but just preview this film and tell people what they're going to see.

Because you have to understand, you're going to go back to that day and you're going to relive it. And everything that happened in your psyche that day is going to be conjured up again. Because you get on the plane with those people. You fly into the ground from the cockpit point of view. You see people's throats slashed, and you see people clawing their way into that cockpit.

And I've got to tell you, I'm not sure everyone in America wants to see that. So I think we have to have full disclosure and tell people what they're going to see.

O'REILLY: After you saw the film, immediately after, how did you feel?

MCCUDDY: I was sickened and stunned and silent along with the other 20 other critics that I saw it with, and I was upset. I was angry, just as Ben suggested but I also thought, I better tell people what they're in for, because they're going to relive — and I'm all for remembering but not reliving. And reliving is what this film does.

O'REILLY: Was it painful? Was it painful for you to watch?

MCCUDDY: It was extremely painful.

O'REILLY: For you to watch?

MCCUDDY: It was painful for me to watch, informative to learn about what happened on the ground. And I think that part of the movie is very accurate when it takes us to the FAA and takes us to the military outpost that dispatched planes up there and decided whether or not to shoot that plane down.

But what happened in that plane is something called the plausible truth, according to Paul Greengrass, who made the film.

And yes, it's an excellent film. But it sort of defies being reviewed, I think.

O'REILLY: Right.

MCCUDDY: Because it is in its own category.

O'REILLY: Well, I everybody has to make a personal decision. And I would say that if there are younger people out there — this film, you would say teenagers can go and see this?

ROEPER: Yes. I would say you 12- or 13-year-olds can see it. I think they can handle it. I think the average eighth graders, Bill, you know they're exposed to so much anyway.

And that's a great point, too, though. Because they were only 7 or 8 years old when this happened.

O'REILLY: That's right. So is it an educational experience?

ROEPER: It is. And you know, I know what Bill's saying but I don't want to be an advisory council. People know that the subject matter is...

O'REILLY: Absolutely. I made my decision long before.

ROEPER: So I do have to review it. It is a work of art.

MCCUDDY: I don't think they know exactly what they're seeing. I don't think they're — I think we have to tell them exactly what they're going to see. And it is brutal and it's bone-chilling and it is very, very...

O'REILLY: All right. Here's the parallel I'm going to make, "Schindler's List." All right?

Now I know a lot of Holocaust people — not a lot, but I know some Holocaust survivors, elderly people, who absolutely could not see "Schindler's List", absolutely couldn't go in, all right, because they knew it.

And that's my take here. I was here. I saw it. Every day I see little kids. They don't have Mom; they don't have Dad. I see this every day. This is why I'm so aggressive in my war on terror philosophy. I want to take the fight to the bad guys. I don't believe the bad guys are going to stop.

But for people who didn't know about the Holocaust because our public school systems don't teach about that, "Schindler's List" was a must.

MCCUDDY: It was a long time after the Holocaust, though. And this is five years. And for people who lived through it, it's going to be very, very, very, very disconcerting. That's all I'm saying.

And so for the masses, I can't recommend it. I really can't. I mean, it's an experience unlike any other I've ever had in the theater. And I just want people to understand that. I mean, if I had a film of the last hour of your mother on the planet, would you want to watch that?

ROEPER: But I mean that does — honestly, that sounds a little elitist to me: "I think it's great but for the masses I can't recommend it."

MCCUDDY: No, I'm just saying as a reporter...

ROEPER: I do recommend it for the masses, for people who old enough to handle this. I say you can handle this. You should see this. And this is a respectful film. We're going to see other 9/11 movies that are going to exploit this tragedy.

O'REILLY: We better not.

ROEPER: We know it's popcorn entertainment. You know it's going to happen, though, Bill. You know this — we know this will happen.

O'REILLY: We better not.

ROEPER: And when it does, I'll be here telling you why people shouldn't see it.

O'REILLY: I'm going to issue a warning right now to Hollywood: if you exploit 9/11, you're going to have a big problem.

ROEPER: Well, it might not be next year. It might not be five years from now. You know it's going to happen.

O'REILLY: Well, as long as I'm working, if it happens, there's going to be trouble and I mean trouble.

ROEPER: Well, thankfully, it didn't happen with this movie. I think it's a great thing. Great filmmakers.

O'REILLY: Everything I've read about this movie is — and this is very interesting, as well.

The producers of the movie actually went to every surviving family who lost people on the plane.

ROEPER: Right.

O'REILLY: And they said, "Do you object?" Now that shows me, class, sensitivity, everything else, right off the get-go. All right. So I respect the producers who do this.

ROEPER: Right.

O'REILLY: But I am — I'm not worried like you are. I'm not worried because I think people making a decision to see a film, they know what the movie is. They've got to know what 9/11 is.

MCCUDDY: They have to be informed, is all I'm saying.

O'REILLY: Yes, they have to be. And if they're not, they are dunderheads beyond help.

MCCUDDY: But they've never seen a movie like this. It's a documentary. It has the feel of a documentary, and it puts you on the plane that day. And it brings back to the surface...

O'REILLY: This is worse than "Schindler's List"?

MCCUDDY: I think so. For me it was. I didn't live through the Holocaust. So maybe again, I'm speaking only from my own experience.

O'REILLY: Because that was pretty horrifying.

MCCUDDY: Everyone says we have to remember. Again I say remember but don't relive. You will relive it. You will get on the plane. And everything you felt on 9/11, you will feel.

And if that's a good thing, if that's something you want to experience — and, again, I say with a 12- and a 13-year-old, you've got to know what you're putting that person in front of before you go in there. That's all.

O'REILLY: Yes. All right. One other question and I'll let you guys go. Remember "Saving Private Ryan."

ROEPER: Of course.

O'REILLY: OK. That put you on Omaha Beach. I mean, that was so brutal, particularly the opening when they came in. All right. When I watch that movie, I was, like, pinned back. And I've seen people die in combat. I've seen people die right in front of me. All right? But the visceral nature of a movie screen and the noise and the chaos, is that like this?

ROEPER: Yes. And you know, there is — this is a fictional film, but as Bill said, it's so close to home and it does envelop you. The nature of film...

O'REILLY: A little "Private Ryan" about it.

ROEPER: You get all the transcripts and all the...

MCCUDDY: It's 10 times. It's 10 times "Private Ryan".

ROEPER: ... reports in the world and all the interviews with victims, family members. And seeing it, I think, as a film, yes, it is more emotional. And I think in some ways that's a greater truth.

O'REILLY: This is 10 times more intense than "Private Ryan".

MCCUDDY: I think so. Absolutely.

O'REILLY: The opening sequence, I'm talking about?

MCCUDDY: I know what you're talking about.

O'REILLY: I mean, that was unbelievable.

MCCUDDY: You will be in the cockpit and you will go flat into the ground at the end of this movie.

O'REILLY: All right, gentlemen. Thanks very much, we appreciate it.

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