Don Rickles was just another little known comic working a small club in Miami Beach in the 1950s when Frank Sinatra came in with his entourage.
"Make yourself comfortable, Frank — hit somebody," said Rickles as the notoriously moody singer paused, and then broke into laughter.
Without missing a beat, Rickles hit the accelerator. "Frank, believe me, I'm telling you this as a friend: Your voice is gone."
Using insult as his weapon of choice and a quick, knowing smirk as his defense, Rickles delighted audiences from sold-out Vegas showrooms to late-night TV to Hollywood roasts with a brand of aggressively caustic humor that targeted everyone from unknown "hockey pucks" to big-name celebrities.
Everyone was fair game for Rickles.
Rickles, who continued to headline lounges and concert halls well into his 80s, died Thursday at his home in Los Angeles as a result of kidney failure, his publicist Paul Shefrin said. He was 90.
Rickles rocketed into the spotlight after comics like Lenny Bruce and Mort Sahl had softened America to a riskier brand of humor, and helped opened the gates for the edgy, harsh-as-sandpaper acts of Sam Kinison and others who would follow.
Age didn't seem to slow Rickles or mellow his humor, as a Las Vegas Review-Journal reporter discovered during a Rickles performance in 1998 at the Desert Inn when the "King of Zing" was 72.
To the strains of a bullfight trumpet fanfare as the curtain rose and a spotlight trained on center stage, Rickles unexpectedly burst through a side door and immediately began pelting his audience with insults as he made his way to the stage.
"Sit up," he said to one audience member.
"Who picks out your clothes, Ray Charles?" he said to another.
"Look at the old broad," he said. "I'm workin' a home here!"
Well into the era of political correctness, Rickles continued his trademark jabs at everything from audience members' weight problems to their ethnicities.
"There's a real Italian; you can smell the oil right here," he said on stage at the Stardust in Las Vegas in 2006 when he was 80. "There's a definite odor in this area. Like a Polack gone bad. ...
"Hey lady, this is what you're gonna hear. If you're waitin' for Billy Graham to come in and make a kid walk again, forget about it."
Sinatra, who took to affectionately calling Rickles "Bullethead," became one of the comic's biggest boosters.
While Rickles was having drinks at the Sands Hotel in Las Vegas some time later, his date for the evening excitedly noticed that Sinatra had arrived and was seated in a roped-off section with some celebrity friends. After his date said she didn't believe that he knew Sinatra, Rickles excused himself and secretly went over to Sinatra's table.
Whispering to the legendary singer, Rickles asked if he'd do a favor for him to impress the woman he was with: Just come over and say, "Hello, Don."
Ten minutes later, a beaming Sinatra ambled over to Rickles' table and said, "Don! How the hell are you?"
Rickles looked at him and in a loud voice said, "Not now, Frank! Can't you see I'm with somebody?"
As he wrote in "Rickles' Book," his 2007 memoir: "Everyone stopped talking. Everyone stared at us. Time stopped. And then, God bless him, Frank fell down laughing."
By the early 1960s, Rickles was an institution at the Sahara Hotel's famous Casbar Lounge, where he'd score big laughs needling the celebrities who regularly showed up to see his shows and relished being the targets of his barbs.
As Dean Martin once told the comic's audience at the Casbar: "Don Rickles is the funniest man in show business. But don't go by me; I'm drunk."
But while he was a hit in Vegas, according to Phil Berger, author of "The Last Laugh," a 1975 book, Rickles' aggressive insult humor was initially considered "too risky for TV."
That changed after he made his first appearance on Johnny Carson's "The Tonight Show" in 1965.
"Hi, dumb-dumb," Rickles greeted the King of Late Night.
Interrupting Carson's attempt to respond, Rickles barked: "Where does it say you butt in, dummy? I'm fed up with you already, you know that?"
As Carson broke up, Rickles continued: "That's it, laugh it up. You're making $50 million a year and your poor parents are back in Nebraska eating locusts for dinner."
Carson and the audience howled. And Rickles, Berger wrote, "went national after that."
Rickles, who later became a regular on "The Dean Martin Celebrity Roast" shows, did not invent insult comedy.
Years before Rickles came to fame, Jack E. Leonard, the brash nightclub comic and frequent TV show guest who died in 1973 at 62, was well-known for his trademark putdowns. "Good evening, opponents," the comic known as "Fat Jack" would greet audiences.
But Rickles, as a writer for the New Yorker put it in a 2004 profile of the comedian, "is certainly to be credited with taking insult comedy to an unprecedented level of ferocity." And, in so doing, few comedians matched Rickles' longevity.
The man Carson dubbed "Mr. Warmth" had his own simple theory for his enduring acceptance by audiences who knew what to expect when they dared sit ringside at one of his shows.
For Rickles, his barbed, in-your-face insult humor — "sarcasm and humorous exaggeration," he called it — was all in fun.
"If I were to insult people and mean it, that wouldn't be funny," he told the New York Daily News in 1996. "There's a difference between an actual insult and a friendly jab. So I don't think I'm offensive onstage. I like to think I'm like the guy who goes to the office Christmas party Friday night, insults some people but still has his job Monday morning."
In a 2000 interview with the San Francisco Chronicle, Rickles said: "Most people think the character I do onstage is the way I am offstage, but I'm just a regular guy who spends time with his family and who turns on the television and watches a lot of sports."
The only child of an insurance salesman father and a housewife mother, Rickles was born in New York City on May 8, 1926.
Growing up in Jackson Heights, Queens, Rickles was shy as a young child. But his father, he once said in an interview, "was a great 'kibitzer' who loved to kid people about themselves. I loved him and adapted his approach. I began to make friends by making people laugh."
But he never started out to be a comic, he told the New York Daily News in 1996.
"When I got out of high school back in the '40s, I had to go to a thing called a war against Japan," he said. "What did I know then? I was still trying to figure out why I had pimples."
After serving in the Navy in the Philippines, Rickles failed in his attempts to be a salesman — he briefly sold insurance and air conditioners and peddled women's cosmetics door-to-door. He was delivering meat and mopping the floor of a butcher shop when he settled on a new ambition: The one-time president of his high school drama society decided to go to acting school.
To his surprise, he was accepted into the American Academy of Dramatic Arts, where his classmates included Jason Robards, Tom Poston, Don Murray, Grace Kelly and Anne Bancroft.
But after graduating from the academy and failing to land roles in Broadway productions, Rickles changed career paths: In 1951, he found an agent who got him a job as a comic for $25 a night at a third-rate club in New Jersey. Other small clubs, including a fair number of strip joints, followed.
"Think that was easy? Guys there wanted strippers, not comics," he said in his 1996 interview with the New York Daily News. "But it was a job. Now and then I'd go to functions or affairs, tell jokes and be handed five or 10 bucks. One night at the strip club, the owner said to me, 'Come on, make fun of my customers.' So I did. That started it all."
Rickles' career took an upswing after he arrived in Los Angeles in the late 1950s. Performing six nights a week at the Slate Brothers club, he began gaining notice for his jabs at the Hollywood celebrities who showed up in his audience.
Elizabeth Taylor: "Elizabeth, you gotta stop calling me. I'm going with someone."
Gene Kelly: "Enough with the rain. I'll buy you an umbrella."
Martha Raye: "Hi, Martha, close your mouth. You're sucking up the air conditioning."
While performing at the Slate Brothers, Rickles was cast in his first movie role: a Navy petty officer in "Run Silent, Run Deep," a 1958 World War II submarine drama starring Clark Gable and Burt Lancaster.
Over the years, he also appeared in films such as "The Rat Race," "Muscle Beach Party," "Bikini Beach," "Pajama Party," "Beach Blanket Bingo," "Kelly's Heroes," "Innocent Blood" and "Casino" — as well as providing the voice of Mr. Potato Head in the hit "Toy Story" movies.
On television, Rickles turned up in episodes of TV series such as "The Twilight Zone," "Wagon Train," "The Andy Griffith Show," "Get Smart," "Gomer Pyle USMC," "The Lucy Show" and "The Addams Family."
He starred in "The Don Rickles Show," a short-lived, 1968-69 comedy-variety show. And he made two attempts as a sitcom star: playing a New York advertising agency executive in "The Don Rickles Show" (1972) and a Navy chief petty officer in "C.P.O. Sharkey" (1976-78).
With Steve Lawrence, he co-hosted "Foul-Ups, Bleeps & Blunders" from 1984 to 1985, and he played Richard Lewis' overbearing father in the 1993 sitcom "Daddy Dearest."
In the '90s, Rickles gained a new generation of fans as the voice of Mr. Potato Head in the computer-animated "Toy Story" movies.
"The stand-up is what paid for the house and the car and all the good things in life," he told the San Francisco Chronicle. "The movies and television have been a bonus for me."
Rickles remained a bachelor until he was 38 and married Barbara Sklar, who had been his movie agent's secretary, in 1965.
At the wedding reception, the newlyweds' friends Steve Lawrence and Eydie Gorme got up and sang "More." By the time they got to the second verse of the love song, Rickles wrote in his book: "My tears are flowing; my life has turned to gold. My Barbara will be with me always."
But a few minutes later, Rickles wrote, he was his old self.
"Steve and Eydie, you sang beautifully," he said. "But I had no idea you'd ask for money."
Rickles is survived by his wife of 52 years, Barbara; their daughter, Mindy Mann; and two grandchildren, Ethan and Harrison Mann.
2:40 p.m.: This article was updated with additional background information.