Grumpy Old Man? This Sweet Guy?

While a makeup woman touches up a razor scratch on his cheek, Walter Matthau leans over and whispers in Jack Lemmon’s ear: “This time I’m gonna say ‘No-Neck O’Brien.’ ”

The old troupers are filming a scene from “Out to Sea,” a comedy in which Matthau, the consummate con man, cajoles his pal into joining him on a Caribbean cruise ship comfortably stocked with free booze and rich old women. When Matthau produces a pair of deluxe tickets, Lemmon eyes them suspiciously and says, “Where’d you get these?”

According to the script, Matthau is supposed to remind Lemmon of a mutual acquaintance, saying, “Remember No-Neck? He finally got busted, so I took these in lieu of the cash he owed me.”

But Matthau--who massages dialogue like a baker kneading bread, experimenting with different rhythms, dropping a word here, adding a phrase there--has decided that “No-Neck O’Brien” has a nicer ring.

After he and Lemmon play the scene, director Martha Coolidge gently tries to steer Matthau back to the original language. She cites legal problems with clearing the name: “You always get in trouble when you do that. There might be a real No-Neck O’Brien out there.”

Matthau nods agreeably without agreeing to anything. “You know what the most common name in the world is?” he asks rhetorically. “Chang. There’s 1.2 million Changs in the world.”

“What about Jones?” a crew member wonders. “That’s a common name.”

“Only in the National Football League,” Matthau replies. The actor launches into a monologue about first-generation immigrants to America and their unorthodox use of the English language, which concludes with his telling a joke about a man who has an affair with a midget virgin.

Finally, Coolidge nudges him back to work, having extracted a promise to avoid using No-Neck O’Brien. The next take goes beautifully, with Matthau wheedling Lemmon into opening his gift envelope. “See,” Matthau says, jabbing a knobby finger at the brochure. “Deluxe accommodations.”

Lemmon casts a wary eye at Matthau: “Where’d you get these?”

Matthau responds with great authority: “Remember No-Neck Chang?”

Lemmon and the crew hoot with laughter. Matthau glances at Coolidge, his face bright with schoolboyish mischief. “Geez,” he says. “Was that me, [messing] up all the dialogue?”

*

Walter Matthau is more than just a curmudgeon. at age 76, he’s as incorrigible and distrustful of authority as any willful young Hollywood brat. Age has sharpened his tongue and freed him of idle movie-star vanity. One day, Matthau walks past “Out to Sea” producer John Davis, who is chatting on his cellular phone. “Hey, Walter,” Davis says.

“I’m on the phone with . . . .” Davis says the name of a young studio hotshot.

Matthau keeps walking, muttering over his shoulder, “Tell him to [screw] himself.”

Here is a man who makes the world meet him on his terms. Holed up in his trailer between scenes, Matthau strips down to purple-striped undershorts and flirts shamelessly with his bevy of female assistants. Wolfing down a second helping of lasagna, he tells X-rated jokes and spins stories about boxers, bookies and crazy shrinks.

During a telephone interview with a trade reporter, Matthau suddenly bellows, “Coming! Yes, I’ll be right there!” as if he has been summoned back to work. It’s a ruse--Matthau just wants to get off the phone. When he hangs up, he beams happily. “Look at me,” he boasts, “a 76-year-old man in demand.”

No lie.

In a business notoriously obsessed with youth and sex appeal, this aging actor with a stooped walk and bulldog jowls is a bigger movie star than at any time in his 50 years in show business. At an age when most peers are retired, ignored or relegated to old-geezer bit parts, Matthau is Hollywood’s new $5-million man. Having starred in two “Grumpy Old Men” films that made more than $70 million each, Matthau and Lemmon are earning a hefty $5 million apiece for their co-starring roles as cruise-ship Romeos in “Out to Sea.” And the two will make $6 million next year when they return as stars of a third “Grumpy” film.

The “Grumpy Old Men” series proved that over-40 moviegoers will come out in droves for films, especially ones offering a star with Matthau’s likability and broad comic charm. “Grumpier Old Men” actually did better than the first film, inspiring a variety of knockoffs, including “Out to Sea,” which is due next summer, and “My Fellow Americans,” coming this Christmas and starring Lemmon and James Garner as bickering ex-Presidents.

“Older people going to the movies is big business,” says Rob Friedman, head of worldwide marketing at Warner Films. “They don’t necessarily rush out to see movies the first weekend, but they go--and then they go back again. My mother is a classic example. She goes to the movies three times a week. And if she likes something, she goes back with her friends.”

Matthau has his young fans too. Son Charlie, who directed Matthau in “The Grass Harp,” says his father was out walking recently when a young boy raced up to him, recognizing the actor from his role in “Dennis the Menace,” the 1993 hit that fired Matthau’s resurgence. “Mr. Wilson! Mr. Wilson!” the boy cried. “Can I have your autograph?”

After Matthau dutifully scrawled his name, the boy thanked him and said, “You were really good--was that your first movie?”

Even Matthau has to marvel. “It is amazing, isn’t it? Me and Lemmon--we’re entities. But I have to keep working. What I make, my wife can spend in a week.”

*

So here he is, barely a year after surviving a series of grave health scares, working nonstop, not only in the “Grumpy Old Men” series and “Out to Sea” but also in “The Grass Harp” and “I’m Not Rappaport,” a Dec. 26 release written and directed by his old friend, Herb Gardner.

“I relax when I work,” says Matthau, who, as a concession to age, sits between takes, naps at lunch and, when on location, is ferried by golf cart between his trailer and the set. “If I retired, I’d look for a job as an actor. What else is a retired actor going to do? I never liked vacations. I’d rather read National Geographic in an air-conditioned room.”

Matthau shrugs. “You know, it was difficult for me to get work for about 10 years. Maybe I was in lousy movies. So now that I’m in demand, I suppose I enjoy it even more.”

His friends say it’s a miracle he’s still around. In 1966, Matthau suffered a heart attack (which he blames on smoking, gambling and the stress of his first Hollywood leading role in “The Fortune Cookie”), and in 1976 he had a quadruple bypass. A year ago, he underwent surgery for a colon tumor. It was benign, but Matthau barely survived a post-surgery bout with a bleeding ulcer and double pneumonia. As his son puts it, “Everything hit him at once. We almost lost him from the pneumonia alone.”

Before “Out to Sea” could insure Matthau, he had to pass a battery of medical tests, which held up the film’s start by nearly a month. “The insurance company was very reticent because of his age and recent illness,” says producer Davis. “They’re very tough . . . . But Walter is in remarkably good health. We should all be in such good shape when we’re 76.”

Matthau stopped smoking years ago, but still drinks beer and eats basically what he wants. When a visitor admonishes him one morning for eating a Nestles Crunch ice-cream bar, he retorts: “Wait till you see what they serve for lunch around here.” The “Out to Sea” crew dotes on him--when Matthau negotiates a steep flight of stairs, a female crew member walks down with him, holding his hand.

He admits to no health regimen. “I don’t take any better care of myself now than 10 years ago,” the actor says, shedding his screen outfit in the trailer one afternoon. “All those fancy diets don’t appeal to me. Who knows what’s better--margarine or butter? One gives you cancer, the other gives you a heart attack.”

Matthau starts taking off his pants. “Don’t get excited,” he tells an assistant. “There’s nothing to worry about anymore.”

*

Fifty years ago, when Harry Truman was president, Joan Crawford collected an Oscar for “Mildred Pierce” and Enos Slaughter led the St. Louis Cardinals to a seventh-game victory in the World Series, Walter Matthau discovered that he might have some talent as an actor. It was 1946, and he was making $35 a week in summer stock, doing a long-forgotten show called “Three Men on a Horse.” The parents of one apprentice had seen the show and afterward were complimenting all the young actors on their performances.

No one said anything about Matthau, so eventually he screwed up enough courage to ask how he had done. The visitors hemmed and hawed, and, finally, the woman gently told him that he wasn’t so hot. “You weren’t like a real actor,” she said. “With everyone else, I could tell they were acting. But you just seemed like a poolroom bum.”

Matthau still beams with pride. “That was exactly the part I was playing,” he says, sitting in his trailer and taking his medicine--a handful of vitamins and a baby aspirin. “And eventually I realized--it was a compliment. I must be pretty damn good if they really thought I was a bum.”

With Matthau, you’re never entirely sure where the true stories end and the apocrypha begins. “He loves telling stories,” says Peter Stone, a screenwriter friend who wrote three Matthau films. “You never know what’s going to come out of his mouth.” Like many sources, David Thomson’s “Biographical Dictionary of Film” describes Matthau’s father as a Russian Orthodox priest who deserted his family after coming to New York, leaving his son to be raised by the Daughters of Israel Day School. Matthau now admits that much of this elaborate tale was invented.

“When I was younger, I was asked so many inane questions that I found that I could get away with saying the most outrageous things and no one ever looked ‘em up to see if they were true,” he explains. “I didn’t feel like saying my father was a process server and an electrician who sold corn on the cob and potato knishes at Coney Island, so I’d say, ‘He was a Russian Orthodox priest.’ ”

As an actor, Matthau made a reputation handling characters of an equally untrustworthy nature, playing heavies in movies and hustlers on the stage, often in colorful company. In an early New York City Theatre production of “Guys and Dolls,” he handled the Nathan Detroit role while Sky Masterson was played by Lou Nova, a boxer Matthau had seen fall in eight rounds to Joe Louis in a 1941 fight at the Polo Grounds.

In 1955, while doing the play “Will Success Spoil Rock Hunter?” Matthau met Carol Saroyan, a stylish young socialite who’d twice been married to William Saroyan, had an affair with James Agee and served as the model for Holly Golightly in Truman Capote’s “Breakfast at Tiffany’s.” Matthau was married at the time to Grace Johnson, with whom he had two children, David and Jenny.

Carol has said that she initially viewed Matthau as “the perfect one-night stand.” But the two have been married for 37 years now and seem devoted, even though Carol enjoys party-going while Matthau prefers solitude, saying his idea of a good time is “eating lunch at the Beverly Hills Tennis Club when nobody’s there.”

Matthau finally became a star in 1965 when Neil Simon wrote the part of the slovenly Oscar Madison for him in “The Odd Couple.” When Simon sent the script, Matthau--always seeking a challenge--tried to talk the playwright into giving him the fastidious Felix Ungar role instead. Simon’s reply: “Walter, do me a favor. Act on your own time.”

When the play became a huge hit, Matthau was on his way. Having screen-tested him years earlier for “The Seven Year Itch,” Billy Wilder cast Matthau opposite Jack Lemmon in “The Fortune Cookie.” It was the part Matthau was born to play: Whiplash Willie Gingrich, a conniving lawyer who cons his brother-in-law into faking a back injury for the insurance money.

Matthau didn’t need any dialogue to show his character’s moral fiber. When he finds himself stranded in a hospital corridor, needing a dime for a phone call, he expertly shakes some change out of a nearby charity-collection box.

The part won Matthau a 1966 Oscar for Best Supporting Actor and began a long-lived association with Lemmon. “Out to Sea” marks their ninth film together, not counting “Kotch,” a 1971 Matthau film that Lemmon directed.

“Look, kid, Walter just makes it look easy,” says Lemmon, who calls everybody “kid,” regardless of age. “When you’re acting with him, he’s so effortless it’s like you’re just chatting together at breakfast.”

Matthau and Lemmon, who take alphabetical billing on their films, are close friends who clearly relish the opportunity to work together, teasing each other constantly on the set. “They’ve worked together so much that they have this instinctive rapport now,” says director Coolidge. “They come in very prepared. Walter likes to know two days ahead what scenes we’re doing. Once the camera’s rolling, they feel their way around, a little this way, a little that, and then suddenly--Bing!--they’re in sync. And when they’re in sync, they make it all look easy.”

Though Matthau is viewed, perhaps unfairly, as a character actor, he has worked with a wide array of movie talent, from Cary Grant, Ingrid Bergman and Audrey Hepburn to Elvis Presley and Tatum O’Neal. And what other actor can say he has been directed by Elia Kazan (“A Face in the Crowd,” 1957), Roman Polanski (“Pirates,” 1986) and Oliver Stone (“JFK,” 1991)?

Matthau has little in common with today’s actors, who employ an army of handlers and fret over every career move. He’s had the same agent for years and has never had a publicist. Writer-friend Walter Bernstein recalls when he was up for a job as a first-time director on the 1980 film “Little Miss Marker.” Matthau didn’t insist on an audition tape or script rewrites, Bernstein says. Rather, he got on the phone, whistled a Beethoven violin concerto and said, “If Bernstein can guess the piece, he can direct the film.” When Bernstein guessed right, Matthau said, “You’ve got the job.”

When Matthau had the clout, in the 1970s, he played the lead in several compelling dramas, including “Charley Varrick” and “The Taking of Pelham One Two Three,” now considered minor classics. He had comic hits too, including “The Sunshine Boys” and “The Bad News Bears,” but his career sagged in the ‘80s and early ‘90s, until he returned to the broad comedy of “Dennis the Menace” and “Grumpy Old Men.”

While these featherweight roles have made him a star again, Matthau would clearly prefer doing less-superficial material. “I used to be an actor,” he says dismissively. “Now I’m a movie personality. When you’re in a successful movie, they want you to re-create the same character that made the movie a success. You become part of the formula.”

Between the formula films, though, he is playing more challenging characters, such as Nat Moyer, the feisty old Jewish radical in “I’m Not Rappaport,” and Judge Charlie Cool in “The Grass Harp.” Now that Matthau is raking in the big bucks, perhaps he can afford to cut his price so he can work in more unconventional films, a strategy he used for “Pelham,” a script whose lead role was written as a 32-year-old black man before Matthau took the part.

He fixes his visitor with a cold-blooded, slit-eyed stare. “Cut my price?” he barks, appalled by such naivete. “Don’t you dare put that in your story. Once they see that, they’ll all start offering me ‘good’ parts.”

*

Armed with a thick wad of cash, Matthau leaves the $10 window at Santa Anita, showing off moviedom’s most distinctive comic walk since Chaplin. His stride radiates 20th century urban anxiety, the top half of his body jutting forward like a man trying to sniff out trouble, his bony elbows weaving up and out as if ready to deliver a stiff jab.

Matthau is playing a scene where he is trying to elude his bookie, played by character actor Joe Viterelli. “Sometimes I get this terrible feeling that people are avoiding me,” says the olive oil-voiced Viterelli when he corners Matthau near the $10 window.

“Gee, that’s too bad,” Matthau responds dryly. “Maybe you should see someone about that.”

With Santa Anita closed for an off day, “Out to Sea” is using the venerable race track for a scene establishing Matthau’s bona fides as a gambler; his character is in hock to the bookie for $4,000. Between takes, Matthau and Viterelli munch on garlic bread, reminisce about big days at the track and hustle all comers.

The ticket windows and tote boards remind Matthau of the days when he and the late director Martin Ritt would go to the track. “Marty was an immaculate handicapper, but he was very secretive--he’d never tell me what horse he liked.” Asked why his friend wouldn’t share a few tips, Matthau shrugs: “In those days, if I got a bet down, it might influence the odds.”

Gambling has always been Matthau’s weakness. At age 6 he ran a card game called Banker’s Brokers on the roof of his Lower East Side apartment building. Then came betting on football and basketball. “Walter is one of those gamblers who’s in there to lose,” Bernstein says. “I was with him when he’d be gambling thousands of dollars at a time on ballgames. He just liked the action.”

Another friend says that Matthau took a starring role in a short-lived 1957 TV series called “Tallahassee 7000” largely to pay off gambling debts. He claims Matthau signed over everything he made to a bookie.

Matthau says the tale is only half-true: “I did pay off my bookie with some of the money I made, but I accrued the gambling debts while I was doing the TV show.” He laughs. “The series was so boring, I had to do something.”

Charlie Matthau insists the days of Dad’s big debts are long gone: “He still loves to gamble, but let’s just say the amount he bets hasn’t gone up in commensurate fashion with the amount of money he’s making--thank God!”

Actually, the elder Matthau says much of the thrill is gone: “I don’t gamble as much probably because I don’t enjoy it as much.” When pressed further, he retreats behind a fog bank of humor. “I went to two shrinks trying to stop, one of ‘em a 400-pound man named Schwartz,” he says one day, his lanky 6-foot, 2-inch frame stretched out on a couch in his trailer. “But they got me so upset that I started gambling even more. One of the shrinks wanted to be my bookie. He said, ‘Bet with me and we’ll split your winnings.’ ”

Matthau grins. “How’s that for analysis?”

On a recent Sunday, he found himself forced to choose between watching a football game or the first presidential debate. “I ended up watching the game,” he says. “It was more interesting because you didn’t know how it would turn out.”

Maybe that’s what he likes about the movies. They’re always a gamble, and you never know how they’ll turn out. So here he is, at 76, still working nine-hour days, always tinkering with dialogue and never forgetting the punch lines to jokes that first were told before most of the crew were born.

One day, he and Lemmon shoot a scene where they commandeer a life raft and escape the cruise ship. The life raft is tethered next to a platform high above the sound stage floor. Clearly antsy about climbing in, Matthau stands on the platform, warily eyeing the raft as if it were about to go over Niagara Falls. Between takes, Lemmon explains that Matthau is still spooked by a terrible fall he took while making a 1981 Billy Wilder film, “Buddy Buddy.”

For “Buddy,” Matthau and Lemmon were supposed to slide down a laundry chute, which had been rigged so that they would tumble out onto a platform cushioned with mattresses. But when Matthau rehearsed the stunt, he fell backward off the platform, crashing to the ground 20 feet below. Lemmon rushed to Matthau’s side, where he found his pal barely conscious and in terrible pain.

“Walter kept clutching his heart, saying, ‘This is it, I’m gonna go,’ and he meant it--he was in bad shape,” Lemmon recalls. “So I very gently put my coat under his head, and I asked him, ‘Walter, are you comfortable?’

“And without hesitation, he said, ‘I make a living.’ ”

So despite his fears, Matthau gamely clambers into the suspended raft, making a point of not looking down. The filmmakers assure him he’s perfectly safe--after all, no one wants anything to happen to the $5 million man.

When a crewman asks if he is comfortable, Matthau scowls, defiantly sticking out his tongue. “I expect to have very little to say about this scene,” he mutters, clinging to the narrow seat of the raft.

The grumpy old man is ready for his close-up.