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This is a RUSH transcript from "The O'Reilly Factor," November 17, 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 top story tonight, reaction [to left fearing Sarah Palin]. With us, Fox News analysts and "Barack and a Hard Place" duo, Monica Crowley and Alan Colmes.

Now Colmes, you're not buying the fear thing?

ALAN COLMES, RADIO HOST, "THE ALAN COLMES SHOW": No.

O'REILLY: Very simple question. I'm a very simple man and I believe you are as well.

COLMES: Yes, we have that in common, Bill.

O'REILLY: If it isn't fear, why the continuing vehement attacks on a woman who does not hold public office, who lives far, far away in Alaska, who has five children? Why the attacks?

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COLMES: The fact that she lives far away or has five children has nothing whatsoever to do with it. Some of it is sexism. The Eva Peron thing is sexism. They did the same to Hillary Clinton. I Googled it today, 7,000.

O'REILLY: So Naomi Wolf, the feminist icon, is practicing sexism?

COLMES: Some, no, I said some of it is.

O'REILLY: But not Naomi?

COLMES: Not necessarily.

O'REILLY: She would never do that.

COLMES: I don't know what's in her heart. I Googled Eva Peron and Sarah Palin, 7,000 — and Hillary Clinton. 7,000 hits compared to maybe 3,000 for Sarah Palin. They did it to Hillary Clinton. They did the same thing.

O'REILLY: They did the same, Eva Peron.

COLMES: Exact thing, absolutely.

O'REILLY: But you're not answering the question, Colmes. And I'll pose it again…

COLMES: I'll answer your question.

O'REILLY: ...in a very simple way. If it isn't fear driving the attacks…

COLMES: Yeah, I'll tell you exactly what it is. It's an amusement.

O'REILLY: Amusement?

COLMES: It's amusement. She's an amusement. She's not a serious policy person. This is a person, and I wouldn't use this terminology, David Brooks called her a joke. I wouldn't say that.

O'REILLY: David Brooks is a conservative — he's not really a conservative.

COLMES: Correct. Yeah, he's conservative. You've got every single…

O'REILLY: OK.

COLMES: ...almost every single…

O'REILLY: But I want to understand you.

COLMES: OK.

O'REILLY: So Sarah Palin is an amusement.

COLMES: Yes.

O'REILLY: She's like a ride in a park?

COLMES: Pretty much. I find it very amusing.

O'REILLY: OK, so people take — they take umbrage at an amusement?

COLMES: She's amusement. Not…

O'REILLY: No, but it's more than that.

COLMES: They take…

O'REILLY: Bitterly opposed to a Ferris wheel? That's what you are saying to me?

COLMES: I disagree. No, I disagree.

O'REILLY: Doesn't make any sense, Colmes.

COLMES: I disagree with the…

O'REILLY: You're a pinhead. But you don't have another reason.

COLMES: So you want to call me a name.

O'REILLY: I did. I desperately wanted to.

COLMES: It's…

O'REILLY: OK, let's go over the voice of sanity here.

DR. MONICA CROWLEY, FOX NEWS CONTRIBUTOR: Thank you.

COLMES: It's not bitterness, O'Reilly.

O'REILLY: OK, all right.

COLMES: It's not bitterness.

O'REILLY: OK, he doesn't know what it is. What is it?

CROWLEY: This is very simple. Sarah Palin…

O'REILLY: Yes.

CROWLEY: ...represents an existential threat to liberalism.

O'REILLY: I don't know what existential means.

CROWLEY: I'll tell you. She threatens the very heart of liberalism. Why? Because she is a pro-life, pro-gun, conservative woman who actually leads her life according to those values. Therefore, she must be destroyed. Because look at the very basis of the Democratic constituency. In large part, it's women. They vote on the abortion issue. And here is a woman with the guts to stand up and say, look…

O'REILLY: All right, but…

CROWLEY: ...I oppose what the Democrats stand for.

O'REILLY: …Colmes says she's nothing more than a diversion and amusement. And I don't know why you would bring that kind of rancor to — if Sarah Palin had no credibility, was not a threat to anybody, why bother?

CROWLEY: Exactly. And this is what I'm saying. She drives a stake right into the heart of liberalism. She also…

O'REILLY: But only 23 percent of Americans, Monica, right now have a favorable view of the governor.

CROWLEY: She also represents a real possibility to redefine feminism. That's why you have people like Naomi Wolf screaming bloody murder about her.

COLMES: OK.

CROWLEY: Her power is that she's a conservative and a woman. I grant you this, that the media really trashed her. And what she is doing now…

COLMES: And continues to.

CROWLEY: ...is trying to clean up the perception of her that was done during the campaign. And she needs to do that before she gets back into politics.

O'REILLY: All right. Go ahead, Colmes.

COLMES: She's playing the victim. If a liberal - (INAUDIBLE) for playing the victim. It's the fault of the McCain staffers.

O'REILLY: Did you read the book?

COLMES: It's the fault of the media?

O'REILLY: Did you read the book?

COLMES: The book just came out today.

O'REILLY: OK, I read the book because I interviewed her today. She doesn't play the victim.

COLMES: She plays the victim.

O'REILLY: She answers specifically.

COLMES: Everything is either Katie Couric's fault…

O'REILLY: You want to keep quiet a minute? You didn't read the book. I read the book.

COLMES: Yeah.

O'REILLY: I want to tell the people. She doesn't play the victim. She answers specific criticisms that were trumpeted in the media. She doesn't play the victim.

COLMES: And what's interesting is every McCain staffer, the people's whose job it was…

O'REILLY: And they say…

COLMES: ...that sure she was looking good during the campaign disputes whether it's…

O'REILLY: That's true because…

COLMES: Or whether it's…

O'REILLY: Because she's hard on the camera.

COLMES: They all dispute her account in the book.

O'REILLY: But you have still not defined for me and I'm going t give you one more chance, why people would take a hateful view of an amusement?

COLMES: Bill, you didn't give me a chance to respond earlier. It's not hateful. I don't see it as…

O'REILLY: Oh, it's not hateful?

COLMES: I believe that.

O'REILLY: Attacking her children? Saying that she (INAUDIBLE).

COLMES: Not exactly a left-wing outfit did a fact check and discovered a number of things she said in this book just is not true. Whether it's how much stimulus Alaska gets. This is not a policy book. This is an even the score book by somebody who is angry.

O'REILLY: All right, go ahead.

CROWLEY: Sarah Palin has been subjected to the most brutal and vicious attacks I have ever seen leveled against politicians. And look, I worked for Richard Nixon. I was a supporter of George W. Bush. I know that this is hard ball, but what this woman has been subjected to is unconscionable. And there's another reason for it. Not only does she represent this huge threat to the very heart of liberalism, but you mentioned the populist wave that is a huge backlash against all of the Obama policies.

O'REILLY: It's coming. It's coming.

CROWLEY: It's already here, Bill. And what they fear is that she, because she's a populist, plainspoken, honest, from the heartland, that she will be able to maximize that wave and capitalize on it.

O'REILLY: Well, we talked about that.

CROWLEY: And therefore she must be destroyed.

O'REILLY: I want to give the folk now a little preview. I get into, No. 1, I get into why she believes that she's criticized so harshly. And No. 2, I get into that populist wave and whether she wants to lead it. Now I'm not going to tell what you she said because of course I want you to watch. But I'll tell you what. This interview that I did with Sarah Palin's unlike Oprah, unlike Barbara Walters. We don't really care about Levi Johnson and whether he's going to be invited to Thanksgiving dinner. No. We talked about policy, hard core policy, media, ideology and who the heck she really is.

CROWLEY: You know, and Colmes and the left, when they criticize her as being a joke. This was a woman…

COLMES: I didn't say she's a joke.

O'REILLY: She doesn't come across as a joke in this.

COLMES: That's not my words. I don't say that.

O'REILLY: Well, I'm going to be interested to hear what — you watch that interview. Wait a minute, Monica. You watch that interview. She doesn't come across as a joke in this interview. And this is just like the Obama interview, very close-quartered.

COLMES: Good.

O'REILLY: Very mono, mano y...

(CROSSTALK)

COLMES: Let me clarify something here. Democrats pray she's a nominee in 2012. Let her be a nominee in 2012.

O'REILLY: Because that's now. But then, it's going to be a different landscape.

CROWLEY: She has more executive experience in her little finger…

O'REILLY: OK, Monica.

CROWLEY: ...than Barack Obama ever did. She was a governor.

O'REILLY: We don't need you running her campaign.

COLMES: Yeah.

CROWLEY: No, but when there's (INAUDIBLE).

COLMES: I think I have got a gig for you, Monica.

O'REILLY: Monica may be running.

COLMES: They may be running a gig for her.

O'REILLY: I got to it.

COLMES: I think they'd hire you.

O'REILLY: You can't even listen to the other point of view. You're stepping all over my line.

COLMES: I heard two against one.

O'REILLY: Slap him after the camera.

CROWLEY: OK, you got it.

O'REILLY: Because I don't want to get blamed for violence.

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