This is a rush transcript from "The O'Reilly Factor," February 11, 2009. This copy may not be in its final form and may be updated.

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BILL O'REILLY, HOST: Now for the lead story tonight. We are pleased, very pleased to welcome Courtney Martin from the Women's Media Center. You are a brave woman.

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COURTNEY MARTIN, WOMEN'S MEDIA CENTER: Thank you very much.

O'REILLY: Ms. Martin, you are really. All right, let's walk through this. Do you understand that I was just joshing around there with Alan Colmes?

MARTIN: I understand that you were using sort of an old cliche to try to make some humor in this situation.

O'REILLY: What was the old cliche?

MARTIN: Women as witches. It's kind of the oldest.

O'REILLY: But it was — it wasn't women as witches. It was the way she speaks. It was clear that I was making fun of her voice, and I said it's kind of like the wicked witch of the east.

MARTIN: Right, and it's totally irrelevant.

O'REILLY: Absolutely, but most satire is. I mean, if I wanted…

MARTIN: Not true, Bill. Most satire that's really good and lucid…

O'REILLY: Yeah.

MARTIN: ...is focused on really important issues.

O'REILLY: OK. So I guess that Tina Fey didn't imitate Sarah Palin's voice?

MARTIN: Tina Fey imitated and made fun of Sarah Palin's…

O'REILLY: Right.

MARTIN: ...politics.

O'REILLY: No, no, her voice, her inflection, her appearance, everything about the woman. That's what Tina Fey did.

MARTIN: We're not on "Saturday Night Live" here, Bill.

O'REILLY: OK. Well, some people disagree, OK? Anyway, so I make fun of Helen Thomas because I thought it was ridiculous, the whole thing. Now, I could have attacked Helen Thomas, called her a pinhead, said she shouldn't be there, said she was past her game. I could have been serious about it and really demeaned the woman. And I would have been in my rights because Helen Thomas uses her platform as a columnist for Hearst to joust anybody she disagrees with. Now I could have done that, and I chose not to. So I think I'm a nice guy.

MARTIN: I think we both know that Helen Thomas is fine with being criticized for her work, for her actual journalism. But to take attack at her appearance is just disrespectful.

O'REILLY: What was the appearance attack?

MARTIN: When is the last time you complimented a woman by calling her a witch?

O'REILLY: I didn't call her a witch. I said her voice sounded like, and I did the voice. That was clear.

MARTIN: Bill, come on. We all know the physical connotations of what a witch looks like.

O'REILLY: OK, so you think, sitting there, I wanted to call Helen Thomas a witch?

MARTIN: You did call her…

O'REILLY: No, I didn't.

MARTIN: I don't think you wanted to, you did.

O'REILLY: I absolutely didn't. The transcript will show that I was a voice deal. OK, now, I am an ageist? Why? Why am I an ageist? Because she's 88?

MARTIN: I mean, this woman deserves our respect.

O'REILLY: Why?

MARTIN: She has been grilling presidents since JFK.

O'REILLY: Why — wait, she just accused the United States of murdering innocent people.

MARTIN: Bill, you yourself…

O'REILLY: Why should I respect that?

MARTIN: …have taken issue with the press corps for not being strong enough. You said that they're pro-Obama, they're throwing him the softballs. She comes out with two very difficult questions.

O'REILLY: That was a difficult question? Are the Taliban and Al Qaeda hiding in Pakistan?

MARTIN: She's getting at the issues. You may disagree with it, but hit her on the issues. Don't hit her on her appearance.

O'REILLY: It's a dumb question. Everybody knows they're hiding. Look, let's get back to the ageism thing. She's 88, right? Does that mean I can't make fun of her because she's 88?

MARTIN: You — again, you do not need to treat Helen Thomas with kid gloves. We all know she's a tough, tough lady. But you need to address her journalism, her work, her skill.

O'REILLY: OK, her journalism that night was ridiculous. Everybody knows the Taliban…

MARTIN: And make fun of that. Don't make fun of her appearance.

O'REILLY: I did. I did.

MARTIN: I know. You did a great job until you got to her appearance and then you fell into…

O'REILLY: All right.

MARTIN: ...cliches.

O'REILLY: Now I made fun of Andy Rooney. He's 90 a couple of years ago. I didn't hear from your group.

MARTIN: I'm aware of that. And you didn't make fun of his appearance.

O'REILLY: I think I called him a rumpled guy or something, but I'm not sure. Maybe I did, and maybe I didn't. I didn't hear from your group at all. Was I an ageist for making fun of Andy Rooney?

MARTIN: This is irrelevant. The point is that you invoked the image of a witch to describe one of this country's…

O'REILLY: All right.

MARTIN: ...most veteran amazing journalists. As a young female journalist…

O'REILLY: Yeah.

MARTIN: ...I want to be known for my work and for my reporting, for my writing. And now I have to worry that I'm going to be looked at for my appearance, that I'm going to be judged based on my appearance.

O'REILLY: OK, so the tact on your group is that I called her a witch flat out, said she was a witch in a serious manner to denigrate her appearance. That's what you actually said.

MARTIN: No one said anything about serious…

O'REILLY: So I can't make a joke about her voice being on the same level. And if you do match up the voices, ladies and gentlemen, you will see they're very close. I can't do that.

MARTIN: You're right.

O'REILLY: But Tina Fey can do it.

MARTIN: You should not joke about…

O'REILLY: But Tiny Fey can do it.

MARTIN: …Helen Thomas' voice or appearance.

O'REILLY: OK.

MARTIN: Just as…

O'REILLY: But Tina Fey can do it. She can do it because your group didn't say a word about it. And you're a women's group. You're a woman's group. Where were you when Sarah Palin was getting the hell kicked out of her by not only "Saturday Night Live" but every other mainstream media? Where were you, madam, sticking up for Sarah Palin? Where?

MARTIN: You know what? I think Sarah Palin has the equal right to have her policies…

O'REILLY: You didn't say one word.

MARTIN: ...anywhere. You don't know what I said or didn't say.

O'REILLY: You didn't say a word.

MARTIN: Have you read all of my pieces on…

O'REILLY: Yes, we have. We have Googled you. You didn't say a word, and your group didn't say a word. You guys are hypocrites. You guys are phonies. You guys are being used by the left to do this nonsense.

MARTIN: Bill.

O'REILLY: If you had defended Sarah Palin — knock the music off — if you had defended Sarah Palin, then I would respect you and I would say, you know, you were right, maybe I should apologize. But you didn't.

MARTIN: The Women's…

O'REILLY: This is — no, this is a left-wing play. That's what this is.

MARTIN: Are you going to let me speak?

O'REILLY: Yes, go.

MARTIN: The Women's Media Center defends every single woman's right to be critiqued in an equal plane with men, to not be taken for her appearance as opposed to what she should be taken for, which is…

O'REILLY: Sarah Palin was criticized on "Saturday Night Live" by her appearance.

MARTIN: "Saturday Night Live" criticizes…

O'REILLY: ...with her voice pattern.

MARTIN: Liberals and conservatives alike. And you and I both…

O'REILLY: That's true. But you didn't say a word about anybody's attack.

MARTIN: This isn't about us. This is about you, Bill.

O'REILLY: No, it's about you.

MARTIN: And you're falling into tired sexist cliches about the most veteran reporter in America.

O'REILLY: All right.

MARTIN: And she deserves an apology.

O'REILLY: She's not getting it from me, because I'm not sorry about anything I did. I think I was absolutely inbounds. But I want to say to you, you're a very courageous woman…

MARTIN: Thank you.

O'REILLY: ...for coming in here. You really are. And I respect you for coming in here.

MARTIN: Thank you very much.

O'REILLY: I do not respect your organization. I think you're being used. And I think if you look at what I'm saying, Sarah Palin's the best example.

MARTIN: I'm a very smart person, Bill.

O'REILLY: And you step back…

MARTIN: I'm not…

O'REILLY: ...if you are really in it for the women, and you didn't object to the way that woman was treated, Sarah Palin, then you don't have anything to say anymore. So just think about it.

MARTIN: Bill, once again, I completely defend Sarah Palin's right to run.

O'REILLY: I know. You did not defend it in public. And if you can show me where you did, tomorrow night, I will apologize to you.

MARTIN: All right.

O'REILLY: All right.

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