updated 9/11/2008 1:40:01 PM ET 2008-09-11T17:40:01

Guest: Barbara Boxer, John Feehery, Jenny Backus, Michelle Bernard, Joan

Walsh, Lynn Sweet, Roger Cohen, Barbara Boxer, Mary Fallin

CHRIS MATTHEWS, HOST:  The lipstick complaint, real or unreal? 

Let’s play HARDBALL. 

Good everything.  I’m Chris Matthews.

Leading off tonight, the politics of distraction. 

By now, you have probably heard about the controversy over Barack Obama’s use yesterday of the phrase “lipstick on a pig.”  The McCain campaign said Obama was talking about Sarah Palin. 

The Alaska governor had said at the Republican Convention that lipstick was the difference between a hockey mom and a pit bull. 

Obama made—Obama made his remark yesterday to supporters in Lebanon, Virginia. 

Here’s what he said.  You be the judge. 

(BEGIN VIDEO CLIP)

SEN. BARACK OBAMA (D-IL), PRESIDENTIAL NOMINEE:  John McCain says he’s

about change, too. 

(BOOING)

OBAMA:  Except—and, so, I guess his whole angle is, watch out, George Bush.  Except for economic policy, health care policy, tax policy, education policy, foreign policy, and Karl Rove-style politics, we are really going to shake things up in Washington. 

(APPLAUSE)

OBAMA:  That’s not change.  That’s—that’s just calling some—the same thing something different. 

But, you know, you can’t—you know, you—you can put lipstick on a pig.

(CHEERING AND APPLAUSE) 

OBAMA:  It’s still a pig. 

(CHEERING AND APPLAUSE) 

OBAMA:  You can wrap an old fish in a—in a piece of paper called change.  It is still going to stink. 

(END VIDEO CLIP)

MATTHEWS:  Was that about Sarah Palin?  The McCain campaign says, yes, it was, and immediately went up with an Internet ad saying so. 

Obama answered back, spare me the phony outrage. 

Real or unreal? 

The McCain campaign must think it’s on to something here.  It’s not backing off. 

We are going to spend most of tonight’s HARDBALL talking about whether the McCain is smearing Obama or whether, when he said lipstick on a pig, he really was talking about Governor Palin. 

We will talk to Democratic and Republican officeholders and strategists and to journalists covering the campaign.  And I will share my own thoughts with you about how, with a troubled economy, crumbling bridges, rail and roads, a failing educational system, a war that has now gone on for five years, and an uncertain American economic future, we are sitting here talking about lipstick. 

So, let’s begin with two political strategists on either side of this issue, Republican John Feehery, who worked for many years for the speaker of the House, and Democrat Jenny Backus, responsible for the Democratic Convention out in Denver.

Well, let’s take a look right now.  Here’s John McCain using the lipstick line himself twice last year.  This is John McCain, not Barack. 

(BEGIN VIDEO CLIP)

SEN. JOHN MCCAIN (R-AZ), PRESIDENTIAL NOMINEE:  In 1993, we rejected

the then Clinton universal health care proposal.  It was rejected by the American people.  I don’t like to use this term, but the latest proposal I see is putting lipstick on a pig, as we used to—as we used to say.

There’s things that concern me about it.  It’s vaguely—not vaguely, but eerily reminiscent of what they tried back in 1993.  I think they have put some lipstick on a pig, but it’s still a pig. 

(LAUGHTER)

(END VIDEO CLIP)  

MATTHEWS:  Well, there you have it. 

John Feehery, was he talking about Governor Palin then? 

JOHN FEEHERY, REPUBLICAN STRATEGIST:  You know what?  Looking in the

room, I think, inside, the room they thought he was.  You know, this follows a sustained...

MATTHEWS:  No, no, was John McCain talking about... 

(CROSSTALK)

FEEHERY:  Oh, John McCain.  I’m sorry. 

(CROSSTALK)

MATTHEWS:  When he used the exact phrase, the same phrase.

FEEHERY:  Well, that was well before...

(CROSSTALK)

MATTHEWS:  Well, was he talking Sarah Palin? 

FEEHERY:  No, of course he wasn’t.

MATTHEWS:  What was he talking about?

FEEHERY:  He was talking about—he was talking about a health care proposal.

MATTHEWS:  Let me go on to—let me go to Jenny Backus. 

Was John McCain talking about Governor Palin when he used the phrase lipstick on a pig? 

JENNY BACKUS, DEMOCRATIC STRATEGIST:  No, he was talking about Hillary

Clinton’s health care policy, the same Hillary Clinton that they—voters that they seem to be trying to go after now.

Hey, look, Chris, if Republicans want to talk about makeup, let’s talk about what they have been making up about Sarah Palin’s record.  Let’s talk about what they have been making up about their economic record, or the makeup of the next Supreme Court. 

But, I mean, I think you had it right with the title of the show.  Republicans are employing weapons of mass distraction to get away from the whole issues that are there that voters care about.  And I just don’t think it’s going to work, at the end of the day. 

(CROSSTALK)

MATTHEWS:  Jenny and John, let’s roll them, and let the McCain campaign speak for itself.  Here’s what they are saying out there in a Web ad out right now. 

(BEGIN VIDEO CLIP, MCCAIN CAMPAIGN AD)

GOV. SARAH PALIN (R-AK), VICE PRESIDENTIAL NOMINEE:  You know, they

say the difference between a hockey mom and a pit bull?  Lipstick. 

(CHEERING AND APPLAUSE) 

OBAMA:  But, you know, you can’t—you know, you—you can put lipstick on a pig.

(CHEERING AND APPLAUSE) 

OBAMA:  It’s still a pig. 

(CHEERING AND APPLAUSE) 

KATIE COURIC, CBS NEWS:  One of the great lessons of that campaign is the continued and accepted role of sexism in American life. 

(END VIDEO CLIP)

MATTHEWS:  So, what do you make of that confection, John, putting it all together?  They put together Barack Obama’s comment.  They put together, before that, Governor Palin’s comment.  Then they throw in Katie Couric of CBS. 

They say, in fact, at one point, this is Barack Obama speaking about Sarah Palin. 

Was he speaking about Sarah Palin? 

FEEHERY:  Well, like I said before...

MATTHEWS:  I mean, it says that.

FEEHERY:  People...

MATTHEWS:  Was that true? 

FEEHERY:  People inside the room certainly thought so.  He was making a—making a joke.  People thought it was...

BACKUS:  John, John, John, John. 

(CROSSTALK)

MATTHEWS:  How do you know what people in the room thought? 

FEEHERY:  Well, because you could tell by the reaction. 

MATTHEWS:  Oh, you could tell? 

(CROSSTALK)

MATTHEWS:  OK.  Let me ask you this.

(CROSSTALK)

MATTHEWS:  Let me just straighten one thing out tonight, because this is a very important issue.  Is John McCain saying that Barack Obama called Governor Palin a pig?  Is John McCain saying Barack Obama called Governor Palin a pig? 

FEEHERY:  I don’t think so.  I think what he was saying was, he was making kind of a joke at Sarah Palin’s expense.  He wasn’t calling her a pig, obviously.

(CROSSTALK)

MATTHEWS:  What was he doing?  What was he saying? 

(CROSSTALK)

FEEHERY:  I think what he’s saying in this commercial is that this is a problem, that you have to be real careful in this campaign in what you say and how you say it. 

MATTHEWS:  Oh, careful.  Well, are you saying it? 

FEEHERY:  I’m saying it, of course, yes.

MATTHEWS:  You believe he was referring to Sarah Palin? 

(CROSSTALK)

MATTHEWS:  No, just a minute.

(CROSSTALK)

MATTHEWS:  Because it’s not whether...

(CROSSTALK)

MATTHEWS:  Just a minute.  OK.  I’m doing your job for a second here, just—then you can take over. 

I’m just trying to get straight what we are talking about here, because if John McCain is not accusing his rival of calling his running mate a pig, then we shouldn’t be talking about this.  If he didn’t—if he didn’t call her, but we’re seeing a commercial that says Barack Obama on Sarah Palin, put out with the money of John McCain’s campaign—so, he is not endorsing his campaign ad, yes or no?  Is he endorsing that message, or not?

FEEHERY:  I have no idea.  I mean...

MATTHEWS:  Well, he is.  We just saw it.  He paid for it. 

(LAUGHTER)

FEEHERY:  Well, he paid for it.  Listen...

MATTHEWS:  OK.  But John McCain is saying that his opponent, Barack Obama, is—called, in fact, his running mate a pig. 

FEEHERY:  No, I think—I think that what...

MATTHEWS:  It said Sarah—it said Barack Obama on Sarah Palin, right there.  I’m not going to say it again, but you can respond.  You can respond. 

FEEHERY:  I think what the issue...

(CROSSTALK)

MATTHEWS:  You know, the audience, by the way, is watching.  They know what’s being said in that commercial.  We will play it again.  But I think it’s enough for them.  They have heard it. 

FEEHERY:  Well, let me just say that I think that the fact of the matter is that you have to be very careful of what you say in this campaign.  I think everyone agrees you have to be careful.

And I would to—frankly, I would like to get back on the big issues. 

MATTHEWS:  No, no, no, you’re saying—no, Because you are not going to get back, because this is all over the place. 

Let’s take a look at the number of times McCain used the phrase lipstick on a pig fairly recently. 

FEEHERY:  Sure.

MATTHEWS:  In October of ‘07, he used it in terms of Hillary Clinton’s health care plan.  In February 1, a couple of times, February 1 last year, he used it in terms of the Iraq war. 

John Boehner, who used to work with—one of the top Republicans—in fact, he’s leader of the Republican Party in the House right now—he used the phrase in April of this year.  In April of ‘05, Senator Jon Kyl of Arizona used the same phrase. 

Rod Grams, the former senator from Minnesota, used the same phrase. 

Rick Santorum, the former senator of Pennsylvania, used the same phrase.  John Ensign, who was just on the show recently, he used the phrase last year.  This is a phrase commonly used by Republican politicians.

But you say, when Barack Obama uses it, he is talking about Governor Palin. 

FEEHERY:  No, no, no.

MATTHEWS:  I just want to know, what is your standard of proof?

FEEHERY:  No, no, no.

MATTHEWS:  If you are in a courtroom right now, could you convict him of calling Governor Palin a pig? 

(CROSSTALK)

FEEHERY:  I wouldn’t even try.  I wouldn’t even try. 

MATTHEWS:  Then, why are you suggesting that is what he meant? 

FEEHERY:  I didn’t say that.

MATTHEWS:  Want to run this commercial again? 

FEEHERY:  No, what I said was that you have been to be careful in this campaign on—and people inside the room thought...

MATTHEWS:  What are you guys giving us, etiquette rules? 

(LAUGHTER)

MATTHEWS:  Let me tell you something.  Let me just show this to you. 

This is Torie Clarke...

FEEHERY:  Yes. 

MATTHEWS:  ... was press secretary for, guess who, John McCain. 

FEEHERY:  Right. 

MATTHEWS:  She wrote how you use the phrase lipstick on a pig in her book of that title.

FEEHERY:  Right. 

MATTHEWS:  She is teaching people how to use the phrase and what it means.

Here’s what he says: “Spin has become increasingly vulnerable as information sources have proliferated.  Spin is simply no longer viable.  Or, put another way, ‘You can’t—you can put lipstick on a pig, but it’s still a pig.’”

She is saying it’s a standard usage phrase for cutting through spin, exactly the way Barack Obama, the Democratic candidate, used it. 

Your witness, Jenny. 

BACKUS:  Well, the other thing I want to...

MATTHEWS:  I made my point, which I think is, the Republicans use this phrase relentlessly.  All their leaders use it.  John McCain uses it.  His former press secretary wrote a book entitled “Lipstick on a Pig,” explaining how to use it to cut through spin. 

John, you are allowed to say uncle on this show.  You’re allowed to come on and say, my party, in this case, is full of bunk.  You’re allowed to do that.  I give you time to think about that. 

Your thoughts, Jenny? 

(LAUGHTER)

BACKUS:  Well, I mean, the other important thing, I mean, what John was trying to say, I mean, people need to be very careful about charges of sexism, because, you know, if Sarah Palin and John McCain are so concerned about sexism, how come they don’t support equal pay for equal work?  Where’s the outrage on that?

MATTHEWS:  Are you talking substance? 

BACKUS:  I actually am. 

MATTHEWS:  Are you talking substance? 

BACKUS:  Stop...

(CROSSTALK)

MATTHEWS:  My God.

BACKUS:  It’s crazy. 

FEEHERY:  I would like to. 

(LAUGHTER)

FEEHERY:  I would like to talk about substance. 

BACKUS:  But that is.  I mean, and—and to go back again, I mean, there is a really disturbing thing happening for people who actually, like me—there’s a lot of Democrats, for a long time, that thought Joe Biden, everybody thought that John McCain was a pretty decent guy.

But what you are seeing now here is the beginning of hypocrisy.  And I think that’s a big problem.  It’s how they brought down John Kerry.  They tried to make him look hypocritical.  Here, you have got two candidates who say they want to change the tone, and, really, the only makeup worth talking about...

(CROSSTALK)

FEEHERY:  Listen, Jenny, let me say this.  Let me say this, that throughout this—ever since Sarah Palin became the nominee, there has been a sustained attack on everything she has said and done, most of which are complete and total lies from the other campaign.

(CROSSTALK)

BACKUS:  Well, do want to talk about it?  All right, let’s talk about it. 

(CROSSTALK)

BACKUS:  How about taxpayer per diem, taking a per diem from the taxpayer to stay at home?

MATTHEWS:  OK. 

BACKUS:  How about taxpayers paying for travel?  How about bridge to nowhere?  I think that’s stuff that they made up.

FEEHERY:  The bridge to nowhere, she was—she killed the bridge to nowhere, and that has been widely acknowledged, that she killed the bridge to nowhere.

BACKUS:  She was for the bridge before she was against it. 

(CROSSTALK)

MATTHEWS:  The idea that she was initially for it.

FEEHERY:  Of course.  She’s a governor.  And then she saw there was a cost overrun. 

(CROSSTALK)

MATTHEWS:  We’re not going to show that montage, whatever, collage, whatever you call it, over and over again of her saying she opposed it.

(CROSSTALK)

MATTHEWS:  Look, I’m not getting in the fight. 

I do have a tremendous amount of faith in John McCain’s integrity.  He used to be on this show all the time.  In fact, we did a big thing with him a couple months ago up at Villanova. 

I don’t believe he would sit where you are sitting and call his opponent—or say his opponent called his running mate a pig.  I don’t believe he would say that. 

(CROSSTALK)

MATTHEWS:  I wonder why his people agree—doing that. 

(CROSSTALK)

MATTHEWS:  Let’s show the ad one more time...

BACKUS:  OK.

MATTHEWS:  ... so that we all know what we’re talking about.

This is what the focus is.  It’s not what John McCain says, because he hasn’t said anything.  It’s what he has allowed his campaign to put out, which I think is a distraction.  I think you agree with me.  We shouldn’t be talking about this.

Just to deal with this, let’s take a look right now at the campaign Web video paid for and put out by the McCain campaign, so we are reminding ourselves what we are really dealing with, which is a claim I don’t think the candidate himself would make. 

Let’s watch. 

(BEGIN VIDEO CLIP, MCCAIN CAMPAIGN AD)

PALIN:  You know, they say the difference between a hockey mom and a pit bull?  Lipstick. 

(CHEERING AND APPLAUSE) 

OBAMA:  But, you know, you can’t—you know, you—you can put lipstick on a pig.

(CHEERING AND APPLAUSE) 

OBAMA:  It’s still a pig. 

(CHEERING AND APPLAUSE) 

(END VIDEO CLIP)

MATTHEWS:  And there of course they threw in—I’m waiting for Katie Couric to say—I shouldn’t be using these ads, but they are using her, sort of her bona fides.

Let me get Jenny in here.

They’re using Katie Couric of CBS, who is nonpolitical.  She obviously has points of view in her private life, but she is not a politician by any means.  They are using her to sort of back up this claim.  What do you make of that? 

BACKUS:  I don’t think it slides. 

I think—and this is again—this is a campaign that won’t even let Sarah Palin talk to Katie Couric, much less talk to any other reporter. 

Look, I think that we—you raised a really important point earlier, which is, if John McCain can’t even stand up to his own campaign advisers to get them to take down an ad which is totally a distraction from what this whole election is all about, then how is he going to stand up to Osama bin Laden and everybody else?  I mean...

(CROSSTALK)

FEEHERY:  Oh, come on, Jenny.  Give me a break.  Give me a break, Jenny.  That’s so over the top.  Come on. 

(CROSSTALK)

BACKUS:  No, it is not.  It is not.  It’s a character question. 

FEEHERY:  It’s an Internet ad.  Give me a break. 

BACKUS:  It’s a character question.

FEEHERY:  Oh, come on, Jenny. 

BACKUS:  It is all about, is John McCain a straight talker?  No. 

They’re lying.

FEEHERY:  Of course he’s a straight talker.  Of course he’s a straight talker.  And you know that. 

BACKUS:  That’s not straight talk.

Oh, come on. 

BACKUS:  That’s silly talk.  That’s Republican consultants...

FEEHERY:  Come on.  Everyone knows John McCain has got oodles of integrity.

BACKUS:  No.  John McCain’s money is behind that ad, money that John McCain is raising from Americans, who are losing money every day. 

FEEHERY:  It’s an Internet ad.  Give me a break.

(LAUGHTER)

BACKUS:  Americans are losing money every day.  The economy is going downhill.  We are in a war that we can’t get out of.

And John McCain wants to put an ad up about something that’s not true, and then even won’t stand behind it?  Is that the kind of person we want president of the United States?  I don’t think so. 

(LAUGHTER)

FEEHERY:  Come on, Jenny.  Come on. 

BACKUS:  I don’t think so.

FEEHERY:  Come on. 

BACKUS:  I don’t think so.

FEEHERY:  Come on.  Come on, Jenny.

(CROSSTALK)

MATTHEWS:  By the way, let’s do a book promotion here for our friend Torie.

If you want to know what lipstick on a pig means, the former press secretary to John McCain will tell you all about how to use it.  It’s used to cut through spin. 

I think we are beating a dead horse here.  I think most people know about this.  Of course, we will do it in the next segment again...

(LAUGHTER)

MATTHEWS:  ... because I want to get some politicians on to talk about this.

Let’s move on to the campaign. 

You first, John. 

What is the general notion behind raising the lipstick issue?  Is it to focus this campaign, as Lee Atwater used to for George Bush Sr., on the news cycle.  Blah, blah, blah.  The other side goes, blah, blah, blah, until the public finally says, these guys are both blah, blah, blah types.  There is no change issue in this campaign.  There is not a fundamental difference between the Republicans and the Democrats.  So, I will vote for this more familiar guy, John McCain. 

(CROSSTALK)

MATTHEWS:  Is that what the goal—is that the tactic here of talking about this distraction? 

FEEHERY:  I think this is a tactical decision.  I don’t think it’s a good strategic move. 

MATTHEWS:  Well, why are they...

(CROSSTALK)

FEEHERY:  I think what they need to do...

MATTHEWS:  This is like “Seinfeld.”  This is about nothing.

FEEHERY:  I think what’s going on here, I think that they just got sick and tired of all the attacks on Sarah Palin. 

I would say that, the more the Democrats attack Sarah Palin, the worse it is for them. 

(CROSSTALK)

FEEHERY:  And they need to be careful on how they...

(CROSSTALK)

FEEHERY:  I think that everyone needs to move on to the presidential, and talk about the real issues.  I agree with Jenny on the idea of talking about real issues. 

MATTHEWS:  OK.  Bottom line, I’m going to give you one last time, John Feehery.  And you will be back on the show as many times as we can get you, but one question, finally.  Do you believe that Barack Obama called Governor Palin a pig? 

FEEHERY:  I do not believe under any circumstances that...

(CROSSTALK)

MATTHEWS:  OK.  Thank you. 

(CROSSTALK)

MATTHEWS:  We have reached greatness here. 

(LAUGHTER)

MATTHEWS:  John Feehery.

And, Jenny Backus, score one for your side on this very inconsequential point. 

(LAUGHTER)

MATTHEWS:  Coming up: much more on the politics of distraction.  I said we were not going to quit.  Will the McCain camp’s attacks backfire?  We will ask two outspoken members of the U.S. Congress with very different opinions on this, Senator Barbara Boxer of California and Congresswoman Mary Fallin of Oklahoma, both of you—of whom have been known to wear lipstick. 

You’re watching HARDBALL, only on MSNBC.  

(COMMERCIAL BREAK)

MATTHEWS:  Coming up later on HARDBALL:  Will women buy the McCain campaign’s accusations that Barack Obama was making a sexist comment about Governor Palin?  Or will they feel it insults their intelligence—by the way, perhaps everyone’s intelligence?

HARDBALL returns after this.

(COMMERCIAL BREAK)

MATTHEWS:  Welcome back to HARDBALL.

It’s time now to talk to the surrogates, the elected officials, in a moment, Oklahoma Congresswoman and McCain supporter Mary Fallin of Oklahoma, but, first, U.S. Senator Barbara Boxer of California. 

Senator, thank you for joining us. 

I’m just—the great thing about Google—not to do product placement here—is, you can look up a phrase, like lipstick on a pig, for example. 

SEN. BARBARA BOXER (D), CALIFORNIA:  What phrase is that, Chris? 

MATTHEWS:  Oh, no, listen to this phrase.  And see if you can recognize who said it this time—quote—“As we say in Wyoming”—laughter, laughter—“you can put all the lipstick you want on a pig, but, at the end of the day, it’s still a pig.”

Guess who said that?

BOXER:  Dick Cheney.

MATTHEWS:  From Wyoming. 

You got I!  Ring the bell.  They are all saying it.  I have got so many Republicans here that—the Obama campaign is good with Google.  So many times they have used it.  But, in each case, we assume it was not talking about the governor of Alaska. 

What do you make of this?

BOXER:  Well, the whole thing is beyond the beyond. 

The fact is, you know, I was looking at John McCain using that expression about Hillary Clinton’s health plan.  So, is he getting attacked for attacking Hillary Clinton? 

MATTHEWS:  Yes. 

BOXER:  This is made up. 

And here’s the deal.  I understand why McCain/Palin are doing it.  They want to distract and attack, distract and attack.  They want to distract the American people from the fact that we lost 84,000 jobs in this country last month, that we have the worst deficits in history, the worst debt, a war without an end.  It goes on and on—health care that hasn’t been solved, and the fact that John McCain has supported Bush 90 percent of the time.

So I understand why they’re doing it, but I just hope the American people realize what this is because -- 55 days to go, this most important election.  Everything is at stake, the health of our families, the state of our environment, the economy, foreign affairs, all of this, and this is what they’re doing.  It’s outrageous!

MATTHEWS:  Are they going after the PUMA organizations, to people who are totally angry, and maybe with their own justifications—I’m not going to take on that fight again.  They don’t like the way Florida was adjudicated.  They don’t like the way the media handled Hillary.  They don’t like the way the party whatever—whatever—whatever.  They don’t like the rules of the party as they were adjudicated.  Is that what this is after, the lipstick crowd?  I mean, is this...

BOXER:  No.

MATTHEWS:  ... going after people who wear lipstick?  Is this a gender thing?

(LAUGHTER)

BOXER:  Listen, they would have to think very little of women in this country if they think that this is going to get them, those votes that Hillary Clinton—because here’s the thing.  All we have to do is look at Sarah Palin’s record and Hillary Clinton’s record.  I don’t see how any Hillary Clinton supporters will wind up voting for Sarah Palin.  She’s a total extremist and her views are unbelievable.

I just looked at her record.  You know, Alaska has the worst dropout rate, high school dropout rate, in the nation, and she cut a 30-year program that is trying to get on top of this problem and—it’s unbelievable.  And you can’t compare her to Hillary Clinton.  She’s against a women’s right to choose even in cases of rape and incest.  And I just found out that, again, Alaska, unfortunately for Alaskans, leads the way in those rapes and incests.

So you know, it’s a very—they must have a very low opinion of the voters if they think this is going to do it, Chris.  And it’s my job and it’s everybody else’s job to tell the truth.  The McCain campaign is attacking Barack Obama in some of the worst ways I’ve ever seen in my life because they can’t face the fact that everybody gets it, that John McCain voted with George Bush 90 percent of the time.  And frankly when you look at Sarah Palin’s record, she’s Dick Cheney without the experience.

MATTHEWS:  OK.  It wasn’t a great day for Democrats, however, as well.  Carol Fowler—you know her problem.  She’s the South Carolina Democratic chair.  She said, quote, “John McCain has chosen a running mate,” quote, “whose primary qualification seems to be that she hasn’t had an abortion.”

What do you make of that?

BOXER:  Well, people are going to say whatever they want to say.  I’m not going to talk about that.  I want to talk about how Sarah Palin’s views impact my constituents.

MATTHEWS:  Yes.

BOXER:  You know, when you—what you do in your personal life, I give you—oh, my goodness!  I support you.  But don’t tell everybody else that their family doesn’t have the right to choose if, in fact, their child is raped or is a victim of incest.  Those are the issues that really matter to me.

MATTHEWS:  OK...

BOXER:  Look, I don’t talk about anybody’s private life.  I talk about their public life.  I talk about the abuse of executive power, trying to get somebody fired using—you know, being reimbursed for sleeping in your own home, as she did.  Unbelievable!  To me, it’s unethical.  That’s my view.  These are the issues, public policy, what she’s done.

MATTHEWS:  OK.  Thank you very much, U.S. Senator Barbara Boxer of California.

Oklahoma congresswoman Mary Fallin is a McCain supporter.  She’s a member of the “Palin Truth Squad.”  Thank you for joining us.  Well, let’s get to the truth here.  Do you believe that—John McCain, the candidate you’re speaking for right now, has said that Barack Obama called John McCain’s running mate a pig?  Do you believe that?

REP. MARY FALLIN ®, OKLAHOMA:  Well, here’s what I see.  And I talked to a lot of people about this particular issue.  It’s been interesting that since Governor Palin was announced as Senator McCain’s running mate, as vice president, that there has been nothing but a 10-day smear campaign on her.  And all you have to do is look at the national media, who’s talking about this “lipstick on a pig” story.  And by the way, you’re the ones who are bringing it up yesterday and today.  It’s all over the news.  It’s all over the story.

MATTHEWS:  Well, let me—let me ask you.  You’ve dodged the question

well, you can dodge it, if you want.

FALLIN:  No, no, no.  I’m not finished yet.

MATTHEWS:  I’m just—I’m trying to be polite.

FALLIN:  You interrupted me here.

MATTHEWS:  Do you believe—OK.  Go ahead.

FALLIN:  OK.  But what we’re seeing is, we’re seeing that people are jumping up on Sarah Palin.  And so it’s rightful (ph) that people would think that if Senator Obama mentioned lipstick on a pig after Sarah Palin used that term about lipstick and being a pitbull and a hockey mom that people would assume that he was talking about her.

And by the way, he went on to talk about an old fish stinking, and I kind of took that to mean that he was talking about Senator McCain, both Sarah Palin and Senator McCain in his comments.  And the crowd laughed, and I think people did think that he was taking a little bit of a jab at Governor Palin.

MATTHEWS:  So you’re saying he was calling or referring to John McCain as an old fish?

FALLIN:  Well, I wondered about that when I heard his second comment right after her.

MATTHEWS:  What is your standard of proof?  How do you know what a person means when they make a metaphorical comment?  How do you know what they mean?

FALLIN:  Well...

MATTHEWS:  How do you know that he was referring to Governor Palin?

FALLIN:  Well, let me tell you this.  Here’s one of the things I have heard over the last 24 hours, is that I’ve heard from various people that they have identified around seven surrogates who have been out using that same phrase about “lipstick on a pig.”  It’s not coincidental that people who are out speaking on behalf of Senator Obama and his campaign for president would just happen to be using the same terminology.  It’s part of a talking point.

MATTHEWS:  Well—well, why does John McCain use the term?  Why is it a common term among the Republican leadership for the last year or so?  It’s—I’ve got a long list I got from the Obama campaign that distributed it.  John McCain used it last October, twice last February.  John Boehner, the Republican leader in the House, used it in April of this year, and April a couple years ago, Governor—or Senator Kyl used it, Senator Graham, Senator Santorum, Senator Ensign, Mitch McConnell.  They’ve all used the phrase.  It’s a common phrase.  Tory Clark, who was John McCain’s press secretary, put out a book with that title explaining how it’s used as a reference for cutting through spin.

FALLIN:  I don’t disagree with you, Chris.  I think...

MATTHEWS:  Well, why are you saying you know...

FALLIN:  I don’t disagree with you.  But Governor Palin gave a primetime speech...

MATTHEWS:  Yes.

FALLIN:  ... for her acceptance as vice president of the United States, and that was one of her major punchlines.  And so that’s why it’s a big deal this time.  Yes, it’s an old phrase.  Yes, lots of people have used it.  But the crowd laughed when Senator Obama said that.  We get it.

MATTHEWS:  OK.

FALLIN:  And by the way, you know, I’ve run for office for 18 years. 

I know, I can feel it in my spirit, I feel it in my heart, when someone’s taking a dig at me as a woman.

MATTHEWS:  Right.

FALLIN:  You know, I’ve circumstances when I’ve been running for office, where people would say things—in face, when I ran for Congress this past time, people said, You know, we don’t need just another pretty face in Congress...

MATTHEWS:  Yes.

FALLIN:  ... or We don’t need someone who will just cut ribbons.  We know when we hear these things, we know what the real thing is.

MATTHEWS:  OK.

FALLIN:  And by the way, Senator Hillary Clinton also said that she wasn’t going to be bullied by the boys and that she felt there was a little bit of chauvinism...

MATTHEWS:  Yes.

FALLIN:  ... in her campaign for president.  Sarah Palin, Senator McCain is not the first ones to complain about seeing some of these little snippets and comments that are made.

MATTHEWS:  Yes, well, Hillary Clinton, Senator Clinton from New York, made clear that today that she believes Barack Obama did not mean anything about his opponent.  Barack made this clear.  No way was it meant as an affront.  So that’s what she said today on this point.

FALLIN:  I’m sure...

MATTHEWS:  Let me ask you...

(CROSSTALK)

MATTHEWS:  I just want to go back, I want to ask you the question.  Do you really believe—simple question and then we’ll move on.  Do you believe that your candidate, John McCain, believes that his rival called his running mate a pig, not that it was an accidental reference, not that there was some subliminal thing here or some accidental reference of some sort that was a reference or was a word in his head?  Because he’s used it before.

Let’s take a look at it.  You want to look at the tape now, and you tell me if he’s talking about his vice presidential rival.

(BEGIN VIDEO CLIP)

SEN. BARACK OBAMA (D-IL), PRESIDENTIAL NOMINEE:  John McCain said he’s

about change, too.  And so I guess his whole angle is, Watch out, George Bush.  Except for economic policy, health care policy, tax policy, education policy, foreign policy, and Karl Rove-style politics, we’re really going to shake things up in Washington.

That’s not change.  That’s just calling the same thing something different.  But you know, you can’t—you know, you can put lipstick on a pig.

(LAUGHTER, CHEERS)

OBAMA:  It’s still a pig.  You can wrap an old fish in a piece of paper called change, it’s still going to stink!

(END VIDEO CLIP)

MATTHEWS:  So the first one you believe referred to the vice presidential candidate of the Republican Party and the second reference was to the presidential candidate.  Is that what you believe?

FALLIN:  Who knows.  I’m not...

MATTHEWS:  Congresswoman?

FALLIN:  ... a mind reader.  But what I can say is...

MATTHEWS:  Well, that’s right.  None of us are.  But isn’t...

FALLIN:  But the crowd—the crowd laughed.

MATTHEWS:  OK.

FALLIN:  And what I do know is...

MATTHEWS:  OK.

FALLIN:  ... that I can’t read Senator McCain’s mind.  But here’s what I do know.  I’ve heard that there have been 30 people who have been sent to Alaska, attorneys...

MATTHEWS:  OK.

FALLIN:  ... to look at the background of Governor Sarah Palin...

MATTHEWS:  Yes.

FALLIN:  ... a woman who has received over 80 percent approval rating...

MATTHEWS:  Yes.

FALLIN:  ... in her state, who is highly respected, who has accomplished so much.  I mean, here she is.  She’s being nominated as the vice president of the United States, but yet there is a smear campaign going on.  And you know what...

MATTHEWS:  Well, wait a minute.  Wait a minute.

(CROSSTALK)

MATTHEWS:  Is opposition research smear?  Don’t both parties hire opposition research people...

FALLIN:  Well, of course, but...

MATTHEWS:  ... all the time?  Of course they do.

FALLIN:  They do, but there’s been attacks on her children, on her family, on her...

MATTHEWS:  Well, wait a minute.  What’s wrong with opposition research?  Are you saying that your campaign...

FALLIN:  No, no, no.

MATTHEWS:  ... committee has never done opposition research?  Are you saying the Republican Congressional Campaign—the national Republican Campaign Committee has never hired opposition research people?  Is that what you’re saying?

FALLIN:  Opposition research...

MATTHEWS:  To dig up dirt on the opponents?

FALLIN:  Opposition research is done in political campaigns.  But what I’m saying is...

MATTHEWS:  Right.  Well, then, what’s wrong with this?

FALLIN:  Hold it.  People have been attacking her family, her children...

MATTHEWS:  Well, that’s different.  I agree with you.

(CROSSTALK)

FALLIN:  ... her daughter is her daughter’s or you know, her son’s...

MATTHEWS:  Yes, I’m with you.  Congresswoman...

FALLIN:  That’s just wrong.

MATTHEWS:  ... I praise you for saying that.  I praise you.

FALLIN:  Thank you.

MATTHEWS:  You’re a great person to bring that up.  We have got to keep kids out of these discussions.

FALLIN:  Amen.

MATTHEWS:  But let’s be grown-ups about it.  Op research is a dangerous, dirty part of politics, and we’re not going to get rid of it this year.  Anyway, thank you.  It’s great having you on the show, Congressman.

FALLIN:  Thank you.

MATTHEWS:  Very much, Congresswoman Fallin from Oklahoma.

Up next, how this lipstick debate we’re having today has become the real sideshow in this campaign.  So what’s it mean for the future of this country?  How about two days from now, is it going to matter?

You’re watching HARDBALL, only on MSNBC.

(COMMERCIAL BREAK)

MATTHEWS:  Normally at this time, we bring you the HARDBALL “Sideshow,” but the political news of this day which we have to cover, this debate over lipstick, has unfortunately become the sideshow.  Now, think, if you can, about how people 20 years from now might look back on this 2008 election.

Suppose the energy crunch has grown to cripple the economy, we’re moving product 20 years from now on old railroads and gas-guzzling trucks, the air becomes clogged with pollution again from fossil fuels because they’re all we have.  India, China, Russia, Brazil are by then grabbing and outbidding us for resources.  Our failed education system has cost us our innovative edge.  We can’t compete.  We might even have fallen back to a second rate power, we Americans.  And the young people 20 years from now, the older folks who can remember it, will look back at this fateful election of 2008 that set the course for the century and see videotapes of us arguing about lipstick.  Lipstick.

This game that’s being played is not an insult to a candidate, it’s an insult to the intelligence of our democracy, which is really all we have, each of us, to decide and build a future.  Our only escape from all this is to force ourselves against all the distractions to think through the hearts and minds of those young people who have to live in the world we are now deciding who’s to build, who’s to lead us to.

We’ll be back with more HARDBALL after this.

(COMMERCIAL BREAK)

(MARKET WRAP-UP)

(BEGIN VIDEO CLIP)

OBAMA:  Enough!  I don’t care what they say about me, but I love this country too much to let them take over another election with lies and phony outrage and Swift Boat politics.  Enough is enough!

(END VIDEO CLIP)

MATTHEWS:  Is it?  Welcome back to HARDBALL.  That was Barack Obama hitting back at the McCain campaign’s charges of sexism today.  We’ve been talking about that.  Will the campaign of John McCain work with voters or will they backfire?  Michelle Bernard is an MSNBC political analyst, and a very popular one, I must say.  And Joan Walsh is also very popular as a print journalist.  Thank you for joining Gus.  You are editor in chief at Salon.  Joan, you first, your take on this day of mayhem over lipstick. 

JOAN WALSH, SALON.COM:  Chris, I really admired what you said before the break.  I think you are exactly right.  The cynical thing about this is there is actually something that I like as a liberal about Sarah Palin.  That is that she is tough.  Camile Pali (ph), in our pages today, called her a feminist.  I got some liberal feminists mad at me for letting her say this.  But I see her as a type of feminist, a new archetype.  She throws punches.  She can take a punch. 

This is what they are doing.  They are arresting this screen around her with the worst kind of pathetic whiny victim feminism.  It’s really, honestly degrading to Sarah Palin.  And I wish she would say enough.  I can fight my own battles.  I don’t need this.  Why are they relying on the worst kind of grievance feminism to defend this tough, feisty women, who has brought new energy to the campaign.  It’s really despicable. 

MATTHEWS:  Just taking the gender issues out of it, if it’s possible.  It’s called a fake foul.  If you don’t really foul a person—in sports we all play, men and women, if you aren’t fouled and you claim you’re fouled, sometimes you get the point.  Sometimes you get to make the shots. 

MICHELLE BERNARD, MSNBC POLITICAL ANALYST:  Absolutely.  We talked

last week about the Republican party divorcing itself from the last eight years and divorcing itself from Republican principals.  This is exactly what they are doing in the worst absolute way.  I want Joan to please sign up and join the Independent Women’s Forum, because this is absolutely ridiculous.  I have had conservative women email me and call me because I said that every question that Barack Obama gets isn’t not racist and every question that Sarah Palin gets isn’t sexist. 

This is ridiculous.  It’s strategy and someone has told the McCain campaign that it will work.  It didn’t work for Hillary Clinton.  And I think that in the long-term, this is going to hurt the McCain campaign. 

MATTHEWS:  We are living in the era of the categorical attack. 

(CROSS TALK)

MATTHEWS:  Go ahead, I’m sorry, Joan.

WALSH:  Hillary did face some genuine sexism and Sarah Palin faces some too, every time somebody makes a crack about the way she looks.  I defended her on that front as well.  But I don’t want to act like Hillary had nothing to complain about because she did.  And Sarah Palin may, but it’s not this. 

MATTHEWS:  Let’s take a look at the—we have the transcript of tonight’s David Letterman show, this early evening.  It’s nice to scoop everybody, including David.  This is David Letterman talking to Barack Obama tonight.  It already happened, obviously, it’s been taped.  But you’re going to see it if you watch tonight.  Maybe you should watch Leno, just listen to this now.  Quote, have you ever actually put lipstick on a pig?  That was David Letterman’s question to Barack.  The answer would be no, but it would be fun to try.  A little chuckle there.  Were they over reacting, David Letterman asked.  Barack Obama, “absolutely.  This is silly season in politics.  This is a common expression in Illinois, but I don’t know where you put the lipstick here.” 

OK, then David Letterman asked, the Republicans demanded an apology.  They said you know what—he called our VP candidate a pig.  Barack Obama, technically, had I meant it that way, she would be the lipstick, the failed policies of John McCain would be the pig, just following the logic.  David Letterman, “do you feel like you are derailed a little bit by Governor Palin?”  Barack Obama, “there’s no doubt that she has been a phenomenon.  As somebody who used to be on the cover of “Time” and “Newsweek,” I had a recent offer with “Popular Mechanics.”  She is on a wild ride and there’s no doubt that she has energized the race, but ultimately this election is about, over the last week and a half, they recognized that the American people want something different.  People are having a tough time now.”

So he has changed the metaphor—first of all, he’s not acknowledging that he meant it—to the fact that she would be the cosmetic part of the team, meaning she looks new and fresh, whereas John McCain, according to his, metaphor represents the last eight years.  What do you make of that?  Is he in trouble again?  This is so tricky. 

Joan, we know.  We all know it is. 

BERNARD:  He might be in trouble just by making the mention of “Popular Mechanics.”  I can see it tomorrow, Barack Obama as the elitist all over again. 

MATTHEWS:  Putting down our—

BERNARD:  He’s putting down our tradesmen, putting down the steel workers.  Did you hear the applause Sarah Palin got when she talked about her husband being a member of the Steel Worker’s Union of America?  The conservative base loved it.  That’s going to be a problem for Barack Obama, I predict. 

WALSH:  That’s also ridiculous because the Republican party is not the party of unions.  The Republican party does not support union.  They are taking on the trappings of populism.  That part is what’s unfair. 

MATTHEWS:  It’s called nonsense.  Thank you, Michelle Bernard and thank you, Joan Walsh.  Up next, confronting—well, confecting controversy.  Is the McCain campaign succeeding in the politics of distraction and will that strategy win them the White House.  By the way, it’s done it before.  I remember it in 1988.  Will it backfire?  That’s next in the politics fix.  This is HARDBALL, only on MSNBC. 

(COMMERCIAL BREAK)

MATTHEWS:  Now it’s time for the politics.  Joining me, “Politico’s” Roger Simon and the “Chicago Sun Times’” Lynn Sweet.  Let’s take a look right now at Barack Obama offering up his testimony for what he hopes this campaign will be about. 

(BEGIN VIDEO CLIP)

OBAMA:  Every day, we’re going to hammer away at the fact that the stakes in this election are too high.  They have to do with whether we can rebuild the middle class and put this country back on a pathway to success in the 21st century, competitive global economy.  We’re going to hammer away at that every single day.  I trust the American people to pay attention. 

(END VIDEO CLIP)

MATTHEWS:  I’m sure that was poll tested, his belief that people care about the future, Roger.  But do they enough to keep from being distracted by these daily tit for tats? 

ROGER SIMON, “POLITICO”:  No.  The high road leads someplace, but it often doesn’t lead to the Oval Office.  If he think this election is going to be fought for the next eight weeks on the competitive global economy, I think that would be wonderful, but I don’t think it will be.  I think it will be fought like things lip stick on a pig. 

MATTHEWS:  How was able to do that in all the Democratic caucuses?  Focus—maybe it was the four year college types that showed up?  But how was he able to focus on this almost grand notion of the future he talked about? 

LYNN SWEET, “THE CHICAGO SUN TIMES”:  Because his opponents were afraid to ever stick anything on him.  They were afraid it would back fire.  John McCain’s campaign is not afraid.  They’re trying, Chris, some of the same thing that Clinton did.  They think they can make it stick. 

MATTHEWS:  This sexism thing, as somebody said today—Nicole Wallace, who is the spoke person for the—she’s very high up in the McCain campaign.  This whole thing about the lipstick on your collar thing -- that’s an old line I remember from music, from top 40 stuff, too long ago .  The idea that he was actually talking about his vice-presidential opponent, Governor Palin, which I think there ought to be some standard of proof when you say these things.  How do you know he was talking about her?  Quote, “this is what they sewed,” according to Nicole Wallace on behalf of the McCain campaign, “in the way they treated Hillary.”  In other words, it’s not necessarily true that he is talking about her, but he deserves to be treated as if it is true that he is knocking her in this way, because of the way his campaign or whoever else treated Hillary.  This is so inferential here. 

SIMON:  This is why it was a clever attack.  It wasn’t an honest ad, but it was a clever ad.  They had a clever follow-up, being—part of which you just read.  Oh, he is not a sexist?  How come he didn’t pick Hillary Clinton?  That’s their second line of attack.  And the Obama campaign should have had Hillary Clinton out here for the last 12 hours on every TV show in the world saying no one has competed harder against this man.  I will tell you he is not a sexist.  Not just a statement.  Where is Hillary Clinton? 

MATTHEWS:  You think this statement, you think, was rather bland, quote, Barack has made this clear, it was his comment in no way meant as an affront.

SWEET:  That’s not the same thing as her being on camera.  Some people I know who are involved in the Obama campaign have been saying where’s Hillary?  She’s around.  She’s doing her work in the Senate.  She’s going to have a press conference.

MATTHEWS:  Is she concerned about taking on the holdouts from her old campaign, the die-hards? 

SWEET:  She might just think this isn’t her fight unless she is really is invited in.  A lot of Democratic women will be—I think the Obama campaign, if they don’t realize it now -- 

(CROSS TALK)

MATTHEWS:  You want to get all the Democratic senators who are women, who are strong suited to deal with this, to say this isn’t sexist. 

SWEET:  Already, the McCain campaign did their fighting women for Palin, led by Governor Swift of Massachusetts, the former governor.  You don’t have that kind of analogous rapid response team yet from the Obama team.  I think you will very soon. 

MATTHEWS:  They had Governor Swift recruited quickly for this.  We’ll be right back with the round table for more of the politics fix.  You’re watching HARDBALL on this lip stick day, only on MSNBC.

(COMMERCIAL BREAK)

MATTHEWS:  Welcome back.  We’re back with the round table.  Lynn Sweet, this is a big story out tonight?  The Obama campaign said they have not sent anybody up to Alaska to dig up dirt on Governor Palin, despite the fact there was a report to that effect in the “Wall Street Journal.”  They deny it completely.  Shouldn’t they be doing that?  I hate to urge op research. 

SWEET:  I don’t care whether op-o researchers are in Alaska, Washington, Chicago.  It doesn’t matter necessarily where you are.  The Obama campaign—the McCain campaign has been doing research since day one on potential opponents.  So it is ridiculous to think they’re not doing research.  It probably doesn’t matter where they’re doing it.  That specific report from the “Wall Street Journal” didn’t have solid attribution to it.  So—

MATTHEWS:  Roger, aren’t reporters up there digging what they can about the issue of per diems and travel expenses and all that stuff?   

SIMON:  The first thing good op-o research does is research your own candidate to see what the opposition will use against you.  They should have sent their own researchers up to Alaska, so they would have known and been prepared for the flip-flop on the bridge to nowhere, on the per diem stuff.  We get so impressed by the vetting that these campaigns do, it looks like they don’t even Google them sometimes. 

MATTHEWS:  Here’s the—by the way, bad day, I think, from my estimate of the McCain campaign, because I think this lipstick thing is a ridiculous foul call that wasn’t a foul.  Here’s what Carol Fowler, who is the South Carolina Democratic chair woman said, quote, “Sarah Palin was chosen as a running mate because her primary qualification seems to be that she hasn’t had an abortion.”  What was this political person thinking saying that in that raw fashion? 

SIMON:  Sarah Fowler ‘s a smart person. That’s a dumb statement.  Obviously, Sarah Palin has a lot more going for her than that.  The polls are showing it.  The way she electrified her own convention is showing her at it.  The trouble is, the Obama campaign in general has not been good on the attack during his whole primary season, even during the general campaign season.  The first time he goes on the attack was lipstick on a pig, which was an attack on McCain -- 

SWEET:  They’re not prepared.  They never anticipated Sarah Palin being picked, so they haven’t had time to figure out what they wanted to do. 

MATTHEWS:  Representative Steve Cohen from Tennessee—he’s a Democrat.  Here’s what he said, “Barack Obama was a community organizer, just like Jesus, who our minister prayed about.  Pontius Pilate was a governor.”  Are these people crazy? 

SWEET:  I don’t know why they’re going off on these ends.  There’s certainly a lot of material that all these candidates have that you can use without going off in this.  And Sarah Palin is just so new on the scene that there is so much to be known about her.  You would think that everybody would—

MATTHEWS:  Rome burns.  Thank you, Roger.  Thank you, Lynn.  Great reporters.  Join us again tomorrow night at 5:00 and 7:00 Eastern for more HARDBALL.  Right now it’s time for RACE FOR THE WHITE HOUSE with David Gregory.

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