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Grumpier Old Men: The Old and the Beautiful

Entertainment Weekly’s true sneak peak Behind the scenes hysterics! Antics! Outtakes! After the success of ‘Grumpy Old Men,’ bad boys Walter Matthau and Jack Lemmon are back–with babes

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Ann-Margret and Jack Lemmon are standing by quietly, waiting for the lights to be adjusted for the next take. Walter Matthau stands by less quietly, flirting with Sophia Loren. ”My salami looks like it’s worn-out,” says Matthau, holding an enormous log of sausage in his left hand and pounding it on his right palm. ”I remember when it was alive with the sound of music.”

This sends Loren into a fit of giggling. By the time ”action” is called and the cameras begin to roll, she can’t look at her costar, this great jowly Zeus, without doubling over in laughter. Three failed takes later, when her mascara has begun to drip, director Howard Deutch is getting annoyed. ”Walter,” he says patiently, ”you’ve got to stop making her laugh.” Loren manages to stay straight for the next take—until she accidentally knocks a glass to the floor. It shatters, and she breaks up again.

Improbable as it sounds, the home to these legends is the woods around St. Paul. Two years ago, Grumpy Old Men, a featherweight comedy about two cursing, dueling, ice-fishing codgers (Matthau and Lemmon), opened Christmas weekend and then—defying all industry expectations and demographic wisdom kept going and going and going. Without one car chase, nude scene (thank God), hit song, or principal cast member whose career wasn’t already thriving when Kennedy was president, the film ultimately grossed $70 million. Older audiences, who usually can’t be depended on for ticket sales, embraced it. Surprisingly, so did their grandchildren, college students, and the entire state of Minnesota, where Grumpy was set and shot. Gov. Arne Carlson flew to L.A. to plead with producer John Davis (Waterworld) to return to Minnesota for the sequel, and provided Davis shelter at the governor’s residence during production.

Besides the original cast, Grumpier Old Men has the added attraction of Loren as Matthau’s — and this is not a misprint — love interest. Burgess Meredith, 87, returns as Lemmon’s father, this time with a love interest of his own, played by Ann Guilbert, 67, a character actress known to most people as neighbor Millie Helper on The Dick Van Dyke Show. Kevin Pollak and Daryl Hannah return as children of, respectively, Matthau and Lemmon.

And yes, the sequel will include outtakes during the closing credits, just as the original did. Audiences that stayed seated after the first one saw Matthau clowning around during his bathtub scene and heard Meredith rattle off a string of euphemisms for sexual intercourse (”Chuck’s taking the skin boat to tuna town”). ”Save the whales” has been a catchphrase among the Grumpier cast and crew ever since Meredith blurted it out at random in the middle of one of his scenes. (His lines are supplied on cue cards, and a crew member seats him gently in a chair after he does a take.)

Between Matthau (who’s 75), Lemmon (70), Loren (61), Ann-Margret (54), and Meredith, the cast boasts about 300 films, 17 Oscar nominations, 4 Oscars, and a combined age of 347. In 1968’s The Odd Couple, Matthau and Lemmon pretty much defined on-screen buddy chemistry for the next generation, and Grumpier is their eighth film together. Their friendship spans 50 years and they own beach houses five doors apart in Malibu, but this is the first time that they have danced the chicken polka together. They were taught by Grumpier choreographer Michelle Johnston, who is also an extra in the film’s climactic polka scene. Johnston starred in Showgirls as Gay—”the only one,” she notes, ”who didn’t take her top off.” Today she’s wearing pigtails, a blue-and-white checked skirt, and, when the camera isn’t aimed at her, chic Oliver Peoples sunglasses. She watches as the leading men click their fingers, flap their arms, wag their behinds, clap their hands, and spin. She has taught them well.