updated 10/3/2008 11:00:56 AM ET 2008-10-03T15:00:56

COUNTDOWN

October 2, 2008 - 8PM

THIS IS A RUSH TRANSCRIPT.

THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

Guests: Claire McCaskill, Chris Kofinis

KEITH OLBERMANN, HOST (voice over): Which of these stories will you be talking about tomorrow?

Make or break, as her support even among Republican women collapses. Sixty percent of voters now see her too inexperienced to be president. A third say they are less likely to vote for McCain because of her.

Governor Sarah Palin steps on to a stage at Washington University in St. Louis, eminently capable of single-handedly making it impossible for John McCain to be elected president, or, perhaps, eminently capable of being just not bad enough to change the game.

Which Palin shows up? There is the governor who is clear and self-contained and appeared on TV as late as this summer.

(BEGIN VIDEO CLIP)

GOV. SARAH PALIN, ® VICE PRESIDENTIAL CANDIDATE: I say that, not to diminish, again, at all, my, my administration's huge disappointment that we feel tonight that the Supreme Court has decided to ratchet down the punitive damages to the degree that they have. It's not right.

(END VIDEO CLIP)

OLBERMANN: Besides her, there is also Miss Wasilla, pretending to be an expert.

(BEGIN VIDEO CLIP)

KATIE COURIC, CBS NEWS ANCHOR: What other Supreme Court decisions do you disagree with?

PALIN: Well, let's see, there's of course, there would be others, but -

COURIC: Can you think of any?

PALIN: I would think of any-again, that could best be dealt with on a more local level.

(END VIDEO CLIP)

OLBERMANN: Dealing with the local level in Michigan. McCain uses debate fever as cover to reveal he is now virtually conceding the state. No more TV ads, direct mail. Michigan staffers moved elsewhere.

McCain's explanation of his poll plummet on the network devoted to him.

(BEGIN VIDEO CLIP)

SEN. JOHN MCCAIN, (R-AZ) PRESIDENTIAL CANDIDATE: Because life isn't fair.

(LAUGHTER)

(END VIDEO CLIP)

OLBERMANN: And now, his life is in her hands. Either a disaster from which her campaign cannot recover or the greatest of comebacks. Just 24 hours after the worst of answers, the Supreme Court tap dance, so bad, it actually cost her Elisabeth Hasselbeck.

(BEGIN VIDEO CLIP)

ELISABETH HASSELBECK, TV HOST: She should have them in her pocket.

Any politician running should be able to deal with that question.

(END VIDEO CLIP)

OLBERMANN: All that and more: Now on our COUNTDOWN to the debate.

(on camera): Good evening. This is Thursday, October 2nd, 33 days until the 2008 presidential election.

It is hard to imagine anything could even partially eclipse that which has the potential to be the most remarkable debate in political history.

In our fifth story on the COUNTDOWN: Palin v. Biden is not a Supreme Court decision-has to share the spotlight tonight with genuinely startling news, that the McCain campaign, is in essence, dropping out of Michigan, conceding the supposedly dis-unified Democratic state, taking its TV ads in the state off the air, stopping its direct mail program, moving its staff to other states.

This, in the hours, before the realization that there is every possibility that fading Republican chances of election hinge on a vice presidential nominee who's resume as of two years ago tonight, consisted entirely of two terms as mayor of a small town in the fourth smallest state in the union.

But then, there's also that lingering possibility that Sarah Palin's last two weeks, which had been the political equivalent of somebody falling down an endless plight of stairs might presage not startling collapse but startling adequacy. Governor Palin, with seemingly nowhere to go but up in St. Louis tonight, expectations having falling that low.

Obama campaign manager, David Plouffe, is trying to raise expectations on Senator Biden's flight to Missouri this afternoon by calling the governor "one of the best debaters in politics."

A new poll from the "Washington Post" is showing that six in 10 voters surveyed, now believing that Governor Palin lacks the experience to serve as president, if need be. The reverse, seven in 10 of the opinion, that Senator Biden would be ready to step into the job tomorrow. A third of the voters are now less likely to vote for Senator McCain because of his running mate.

Based with numbers like those, the top of the ticket, back to working the refs in advance of tonight's debate. You will recall that in late July, the moderator, Gwen Ifill of PBS having announced that she would be writing a book about African-American political leaders which would include a chapter on the historical candidacy of Senator Obama.

Senator McCain saying yesterday that he believed Ms. Ifill would be, quote, "totally fair." But this morning on "fixed news and friends," the Republican nominee flip-flopping on his opinion of the moderator.

(BEGIN VIDEO CLIP, FOX NEWS)

MCCAIN: I wish they had picked a moderator that isn't writing a book favorable to Barack Obama. I mean, let's face it. But, I have to have confidence that Gwen Ifill will treat it as a professional journalist that she is. Frankly, I would imagine that there's other people out there who aren't writing a book that's going to be on Inauguration Day favorable to Senator Obama. But, that's life.

(END VIDEO CLIP)

OLBERMANN: Who's the "they," senator? Your campaign approved all elements of these debates.

Obama campaign manager, Mr. Plouffe, suggesting that Obama could easily have raised doubts about NBC's Tom Brokaw who is set to moderate the next presidential debate on Tuesday. Mr. Plouffe, this week, mentioning this week's "New York Times" article which Brokaw talked about his communication with the McCain campaign and their friendship. Said, Mr. Plouffe, "I assume they'll apply the same standard with Tom Brokaw."

At a town hall in Denver this afternoon, Senator McCain previewing tonight's debate by co-opting his opponent's message.

(BEGIN VIDEO CLIP)

MCCAIN: Tonight, Sarah Palin is going to deliver some news to the big-spending, smooth-talking, "me first, country second" crowd in Washington and Wall Street. That is.

(APPLAUSE AND CHEERS)

MCCAIN: And that is, my friends, that change is coming-change is coming and some of them aren't going to like it.

(END VIDEO CLIP)

OLBERMANN: In tonight's Frost-worthy questionnaire on the "CBS Evening News," Governor Palin telling Katie Couric that her favorite vice president was not a vice president, but a vice presidential candidate, Geraldine Ferraro, and the thing she liked least about the Cheney presidency was, his duck hunting accident. It was quail. Actually, it was man-hunting. And what she disliked about it was not so much that Mr. Cheney shot his friend in the face but rather, how he's made into a caricature for it.

(BEGIN VIDEO CLIP, CBS NEWS)

PALIN: First thing, I guess, it would have been the duck-hunting accident where, you know, that was an accident, and that was, I think, made into a caricature of him and that was kind of unfortunate.

(END VIDEO CLIP)

OLBERMANN: Time now to call in our own Richard Wolffe, also, of course, senior White House correspondent for "Newsweek" magazine.

Richard, good evening.

RICHARD WOLFFE, MSNBC POLITICAL ANALYST: Good evening, Keith.

OLBERMANN: I would never believe we would have to start here, but we have to start with Michigan. Conceding it? Could this be overestimated, its importance, and was it leaked out today because the focus is on the debate?

WOLFFE: Well, the McCain campaign is highly professional when it comes to news management, at least on a news cycle to news cycle basis. And this is the equivalent of the sort of Friday night news dump in terms of what else is going on, obviously with the debate. But Michigan is such big news. It doesn't really matter about the general population, it's what insiders think. It's what the strategists on both campaigns know and understand from this.

Now, it's true that the Obama campaign has dropped out of certain states, but they're much smaller-North Dakota, Alaska, Georgia. But Michigan was really key here to the McCain strategy to take a Democratic state away. And the implication is, that the arguments behind it-on the economy.

OLBERMANN: Yes.

WOLFFE: . on whether they could pick up Clinton voters, is not going to work. If it doesn't work in Michigan, it isn't likely to work in Pennsylvania or Wisconsin and it throws Ohio up into question as well.

OLBERMANN: To the debate then in that context, Governor Palin goes into this having defined that cliche about meteoric rise, meteoric fall, is it too late for anything she does to be good enough or at the other end of the spectrum, is the bar so low that adequacy is a win for her?

WOLFFE: Well, certainly, the Republican strategists that I've spoken to are hoping that the bar is so low that all Governor Palin has to do tonight is show up and not trip up and that will be just fine. That's what they are hoping.

But, actually, I think, what we've seen in terms of the TV interviews over the last couple of weeks have been so poor that really, she's raised herself a higher bar, which is to make herself sound and seem presidential to show fluency and competency over the course of 90 minutes. Not just to have enough material for 20 minutes or for 30 seconds of a 90-second answer.

So, actually, I think the bar is significantly above where it was, say, for Governor Bush in 2000.

OLBERMANN: Several leaks about her strategy tonight, and they're all the same, that she is going to try to attack Biden's perceived strength, his foreign policy record. How would that work?

WOLFFE: Well, the attacks work because they speak to the base. This is Sarah Palin's main function now for the McCain campaign-to energize the voters who weren't enthusiastic about McCain in the first place. That's going to be important for turnout but it does not get the candidate, McCain over the 30 or 40 point mark and take him into the winning zone.

So, it works up to a point and I'm sure it will presage what will be the closing tone of the McCain campaign, which is to be very, very negative.

OLBERMANN: All right. Some of this-the importance of this evening up for us, if she fails, straight "if," it's a disaster of historic proportions, is McCain finished and conversely, if she gets an "A," if she does whatever an "A" work is in this equation, is it the cliche game-changer?

WOLFFE: I don't think McCain would be finished by an "if," but Sarah Palin's career may be finished, even if they go on to great things with this campaign. The problem here is there's more downside than there is upside. She cannot change the dynamic of this campaign with an "A" grade coming out of this debate. But she can do a lot of damage to herself and that means a very limited room for her to go beyond much more than the mere basics.

OLBERMANN: Richard Wolffe of MSNBC and "Newsweek," on the eve of what we expect is an epic occasion in St. Louis. As always, sir, great thanks.

WOLFFE: Thank you, Keith.

OLBERMANN: For more now on the challenges facing and the strategy of Senator Biden, let's turn to Senator Claire McCaskill, a Democrat of Missouri, host state, obviously, of tonight's debate. She, of course, a supporter of the Obama-Biden campaign.

Senator, thank you for some of your time tonight.

SEN. CLAIRE MCCASKILL, (D) OBAMA-BIDEN SURROGATE: Thank you, Keith.

OLBERMANN: The essence of this, senator, does Joe Biden ignore her and concentrate on John McCain, or try to mop the floor with her no matter what the risks might entail?

MCCASKILL: I don't think he can take that risk. He really can't win, if he tries to engage her too much. If he's really smart, he's condescending. If he's really nice, he's patronizing. No matter what he does, they're going to try to characterize him as being inappropriate.

I think the most important thing he has to do is have a conversation with the American people about the policy she represents-the policy of continuing exactly what George Bush has done with the economy for the last 7 ½ years, the policies that got us into this mess. And that his candidate, Barack Obama, has a new idea about how to help the middle of America and make people feel better about their financial future.

OLBERMANN: Let me give a what-if that has been thrown around a lot today, that in trying to discuss Joe Biden's foreign policy experience, one way she might be able to score points is emphasize the cornerstone of the Obama international position, or certainly, his record, his opposition to the authorization vote for the war in Iraq, whereas, Senator Biden voted for it.

If she goes into that and tries to separate the two of them that way, what do you think his best response should be?

MCCASKILL: I think his best response is going to be that he agrees with Barack Obama. That this was a mistake, it was a foreign policy blunder and that we've got to, like, come face to face with one harsh reality. We're borrowing $10 billion a week from China while Iraq sits around with tens upon billions of dollars sitting around in surpluses.

That's what the American people need to remind themselves of right now, that while we're struggling with our economy, Iraq is sitting there with a big, fat surplus, while we are sending all of our money over there. I think if Joe Biden does that, I think he can pivot nicely to something that, really, I think is weighing on people's minds-at least in Missouri, I know it is.

OLBERMANN: We discussed the etiquette, which is an unusual term for a debate like this, but there it is. Senator Biden seems to think this is no different than in the other debate. The quote from him was, "It seems like the only people in the room that think the debating woman is going to be fundamentally different are people who don't hang around with smart women," but he's talking about Olympia Snowe in the Senate or Hillary Clinton in the Democratic primary debates. And unlike them, Governor Palin has been positioned in such a way that any disagreement with her becomes a potential example of, oh, there's sexism.

In this debate, are there not different rules for Joe Biden and does he not have to behave somewhat differently than he would if he were debating Mitt Romney?

MCCASKILL: Yes, you know, I feel for him. And, by the way, I kind of feel for Sarah Palin, too.

I mean, here's what's weird about this. John McCain says, "I picked a candidate that is so strong and so smart that she can be president of the United States, but, by the way, you can't talk to her. We're going to keep her away somewhere and you're not going to be able to ask questions of her."

Well, that's kind of a mixed message. If she's so strong, why can't she answer questions?

And, frankly, I feel for her because I think the McCain campaign protecting her, as if she is some kind of a fragile doll, has put a lot more pressure on her than probably she deserves. I think she's a good communicator, I think she'll do well, connecting with people. She's got an authentic way of communicating. And I think she'll do a good job tonight. She does well on television.

OLBERMANN: A question about communication and it's more about Governor Palin than Senator Biden. But you're our only guest in this hour who's actually been in this kind of arena.

Some decent but not necessarily exhaustive research that we've done suggests this governor has never spoken in a public venue where there was not a crowd reaction of some sort. There's going to be a crowd there obviously, but they're going to be instructed not to applaud, not to cheer. Even her Alaska debates, there was applause. There was laughter.

Would that be the kind of thing that would throw a political speaker who's used to getting feedback? What is it like for the first time when neither your blunders nor your hits get any reaction at all?

MCCASKILL: It's lonely. It's a little disconcerting, and especially, when you keep in mind that you are really looking at a camera, you're not looking at the room full of people. So, I think that will be a little difficult for her if she's not used to delivering punches. And, by the way, she can deliver a punch with a smile on her face. It will be interesting to see how she handles that.

And it will also be interesting-I feel for the moderator. You know, she's writing a book not just about Barack Obama but also about Michael Steele and J.C. Watts. This isn't a positive book about Barack Obama; it's about a new generation of political leaders. And so, I feel for the moderator, she's going to have to press Governor Palin to make sure that she forces her into something other than those glittering generalities that we've gotten used to in the Katie Couric interview and the Charlie Gibson interview.

OLBERMANN: I don't know if anybody has gotten used to them yet, senator. That's the only thing I'll disagree with you.

(LAUGHTER)

OLBERMANN: Senator Claire McCaskill of Missouri, thanks for your time tonight.

MCCASKILL: Thank you.

OLBERMANN: Against the grand backdrop of history, Sarah Palin could wind up as Dan Quayle, or Dick Cheney, or who knows what, or maybe-Bill Miller, Barry Goldwater's running mate, so unknown even after his campaign, that he wound up doing in American Express commercial which began, "Do you know me?" Which she will become, will depend largely on which version of her shows up tonight. Folksy, rib to the elbows, hockey mom, great on script, a nightmare off script, or the credible politician that so far, only Alaskans have seen.

We'll show you some of the latter. Be prepared for a shock.

(COMMERCIAL BREAK)

OLBERMANN: Later on, she maybe seen as the "Earl Webb of politics," 67 doubles, the all-time baseball record in one season, just 88 of them in the rest of his career. For now, however, she is poised at the center. Potentially, one of the epic moments of American political history, and not necessarily in a good way. Our COUNTDOWN to the debate tonight continues.

Plus, Worst Persons, including Bill O'Reilly saying there is proof there is a God and that proof is-Bill O'Reilly.

(COMMERCIAL BREAK)

OLBERMANN: She didn't know what the Bush doctrine was. She blanked on with which Supreme Court decisions, apart from Roe v. Wade, she disagrees. She could not point to specifics from her own running mate's claim of leading the charge for government oversight.

And yet, on our fourth story on the COUNTDOWN: Could Sarah Palin confound expectations in tonight's debate?

Looking at her gubernatorial debates, the answer might be "yes," considering she actually managed to deliver several well-thought out, well-delivered points.

(BEGIN VIDEO CLIP)

PALIN: I was able to do there in managing the city of Wasilla was reduced property tax levels every year that I was in office, and eliminated small business inventory taxes, eliminated personal property taxes-those things that invited investment into our community which resulted in wonderful economic indicators to success.

We are all in this together and it is now, more than ever, the time to partner with these oil companies. We are the regulator of these lines, oil companies owning these lines. We have to work together to get this back up and running safely and soundly so that the economics of this state and the United States economy isn't as adversely affected as potentially we're looking at right now.

(END VIDEO CLIP)

OLBERMANN: And she still wove in her folksy, moose hunting mom person when asked about the environment she said her daughter Bristol was named after an Alaska bay. When asked about gas prices, she pivoted to her own family struggle to buy a car. And when asked about her opponents, she was ready with some quick wit.

(BEGIN VIDEO CLIP, ALASKA PUBLIC TELEVISION)

LARRY PERSILY, PANELIST: Ms. Palin, if you're elected governor, would you hire your opponents for a state job, and if so, for what job?

PALIN: Andrew Halcro would be the most awesome statistician that the state could ever even look for. He would be so-yes, Andrew would be the statistician.

PERSILY: Ms. Palin, would you hire Mr. Knowles for a job?

PALIN: Do they need a chef down there in Juneau? I know that that is what he enjoys doing.

(END VIDEO CLIP)

OLBERMANN: They spent a lot of money on that set. She even, just a few months ago, managed to comment on a Supreme Court ruling with which she disagreed-and it wasn't Roe v. Wade-when the courts slashed the amount of damages Exxon Mobil had to pay after the Exxon Valdez disaster.

(BEGIN VIDEO CLIP)

UNIDENTIFIED NEWS ANCHOR: Governor, how do you think this ruling will affect Alaska's future relationship with big oil companies in the state?

PALIN: Well, I'll tell you, you know, the oil companies are our partners, in a sense. And that they do hold the leases, the rights to develop our resources, but it's our duty then, mine as a government official, to make sure that we have the sound responsible oversight that all Alaskans are going to be expecting. We have to make sure that there are the commitments by industry to safely and responsibly develop our resources.

And I say that, not to diminish, again, at all, my, my administration's huge disappointment that we feel tonight that the Supreme Court has decided to ratchet down the punitive damages to the degree that they have. It's not right.

(END VIDEO CLIP)

OLBERMANN: We're joined now by Democratic strategist, Chris Kofinis, former communications director for the Edwards campaign.

Thanks for your time tonight, Chris.

CHRIS KOFINIS, DEMOCRATIC STRATEGIST: Thanks, Keith.

OLBERMANN: What happened to that last Sarah Palin? I mean, whether you agree with her or not, is that not her best approach, her best, I mean, leave hockey mom at the rink?

KOFINIS: Yes, it really is. What you saw on those clips was a candidate who was focused, was aggressive, was on message, was clearly well-briefed. And what, I think, you've seen over the last few weeks, and particularly on those Katie Couric interviews is a caricature of what a candidate should be.

I mean, it's shocking and it says to me that she's been so poorly-briefed and so poorly-prepared by the McCain campaign. It's shocking. I think, I mean, at the end of the day, when this campaign is over, and she's back in Alaska, I think, some of those McCain advisors are going to be sued for malpractice. I mean, this is not the same candidate we've seen over the last few weeks.

OLBERMANN: Well, is it the flaw in our stars and not ourselves here? Did they do this to her, or is that who she is at heart? Where did they take the-who took the substance out if it was there, or was it not there in the first place and she was just playing above her level in Alaska?

KOFINIS: I mean, we don't really know that answer. I mean, part of this, I wonder is, if anyone, when she was being chosen or thought of as a potential vice president, did anyone actually sit down and talk her about some of these major issues. I mean, the Katie Couric interview, let's be honest, those weren't tough questions. And to so poorly just miss the boat on every single question is stunning.

I think, part of this is, the McCain campaign doesn't have a lot of confidence in her, and also, I think, they've so over-prepared her, over-briefed her in some of this information that they've been giving, she doesn't know what the right answer is. And I think they've gotten in her head where she's afraid to make a mistake. And it happens to candidates, but they've done an incredible disservice to her, I would say.

OLBERMANN: On the other hand, David Plouffe, Senator Obama's campaign manager, has called Palin, quote, "one of the best debaters in American politics." Either that's a little over the top or we're down to like seven or eight debaters, right?

(LAUGHTER)

KOFINIS: I mean, it's a little over the top. I mean, I think she's a good debater. We've seen on those gubernatorial debates. She can definitely hold her own.

Listen-this is the expectations game. Both campaigns are playing it. The problem I see and the problem I have is, the expectations for Governor Palin have been lowered to the point of ridiculousness. I mean, this isn't an SAT exam. You don't get points for showing up.

Both Governor Palin and Senator Biden are going to be held to high standard, and they should be because either one of them potentially could become president of the United States. So, I think, there should be a high standard for both of them in this debate.

OLBERMANN: And the question that I asked Senator McCaskill before, what happens when a candidate, perhaps for the first time, and certainly in a large venue, encounters no bounce-back, no feedback whatsoever, just crickets, whether they said something great or said something incredibly stupid. There's nothing but respectful silence, but silence, nonetheless. How do you prepare for that?

KOFINIS: Well, she's going to have a tough time. She clearly feeds off the emotion, if you will, of the crowd and the audience. She's not going to have that tonight.

I mean, my guess is the way that she's going to compensate is they're going to come out very aggressive. They're going to be hitting, I think, Senator Biden and the Obama campaign and Senator Obama's past policies or vision, if you will; just relentlessly trying to get Senator Biden off message to engage in the kind of this back-and-forth.

The challenge for Senator Biden, I think, is very simple. Stay focused. Talk about why we need to go a new direction. And if you will, ignore Governor Palin. It's not about her, it's about John McCain. And keep that the focus.

OLBERMANN: Chris Kofinis, former communications director of the Edwards campaign, as always, great thanks, Chris.

KOFINIS: Thanks, Keith.

OLBERMANN: The big kids are still at it today. Obama talks economy in Michigan. McCain talks about Bush would veto the bailout, the one McCain just voted for last night?

And, you know why it's OK that Governor Palin could not name another Supreme Court case with which she disagreed-Fred Thompson tells you next in an early edition of Worst Persons.

(COMMERCIAL BREAK)

OLBERMANN: Did Senator McCain really vote for the bailout, and then call on President Bush to veto it? And to paraphrase Lyndon Johnson, if Sarah Palin has lost Elisabeth Hasselbeck, has she lost Republican women? All that ahead on our COUNTDOWN to the debate.

First, a little tonight, time for COUNTDOWN's worst persons in the world.

The bronze to Glen Beck of CNN, another moment of disconnect about which country he lives in. About the bailout, quote, "I'd like oversight, but here is who I would like to provide the oversight for the people who are over-seeing this mess, and that's General Petraeus. I would like to see somebody bring General Petraeus in and have him sit there with all the stars on his shoulder and say, OK, now, explain again how you didn't create this mess."

Great, a general over-seeing part of civilian government. You do understand, Glen, that's called military dictatorship.

The silver medallist, former Senator Fred Thompson. He went on CBS this morning and actually said, with a straight face, that Governor Palin could not name a second Supreme Court case with which she disagreed because, quote, "I think you got the answer. There are probably almost 100 percent of non-lawyer candidates-if they have not been given a list of cases to see."

Right, she went to four colleges and nobody ever mentioned Dredd Scott. She forget about the Supreme Court ruling she disagreed with this June, the one that reduced the damages in the Exxon Valdez case in Alaska, this June, in Alaska.

But our winner, Bill-O the clown. A money quote from his book, a balding fresh piece of work: "next time you meet an atheist, tell him or her that you know a bold fresh guy, a barbarian who was raised in a working class home and retains the lessons he learned there. Then mention to that atheist that this guy is now watched and listened to on a daily basis by millions of people all over the world and, to but, sells millions of books. Then, while the non-believer is digesting all of that, ask him or her if they still don't believe there's a god."

Devil. You mean ask him or if they still don't believe there's a devil. Typo. Bill O'Reilly, today's worst person in this or any other world.

(COMMERCIAL BREAK)

OLBERMANN: If tonight's debate, 26 minutes hence, has already given the McCain campaign one advantage, it is this: it has taken attention from McCain himself today saying that the president should veto the Wall Street bailout bill. In our third story tonight, McCain just voted for the bill.

The truly gob smacking video clips in a moment. But both campaigns focused on the economy today. Senator Obama, once again, needled McCain for saying the fundamentals of the economy are strong, with the Labor Department tomorrow expected to announce another 100,000 jobs vanished from the US economy. He said, the country needs a president who understands what it means to hear a grown man choke up because he can't provide for his family.

(BEGIN VIDEO CLIP)

OBAMA: Because he hasn't lost his job, he has lost his pension. He's lost his health care. And he's trying to figure out how he's going to go home that day and explain to his wife and kids that they are in trouble, that he may not be able to take care of them the way he wants.

There's something wrong about that. There's something un-American about that.

(END VIDEO CLIP)

OLBERMANN: McCain, too, was talking about the economy today. McCain's prescription for America's economy is, of course, based on reducing government spending, which he bases on eliminating Congressional pork barrel spending, pet projects slapped onto larger bills. With that in mind, here on MSNBC today, McCain was read a considerable list of pork projects added to the Senate bailout bill, and was asked why. Remember, Senator McCain voted for the bailout bill last night.

(BEGIN VIDEO CLIP)

JOE SCARBOROUGH, MSNBC ANCHOR: Why did these items have to be in this critical bill?

MCCAIN: Well, that's just the way the system is working in Washington, and the reason why it's got to be fixed. It's got to be changed. No matter what the stakes are, you have to stop this by starting to veto bills that come across the president's desk. They can't help themselves.

(END VIDEO CLIP)

OLBERMANN: McCain voted for the bill. Because McCain voted for the bill, the bill he just said the president should veto no matter what the stakes are, Mika Brzezinski asked the obvious follow up, reminding Senator McCain how he himself just described the bill that he himself just voted for.

(BEGIN VIDEO CLIP)

MIKA BRZEZINSKI, MSNBC ANCHOR: Why, then, didn't you vote against a bill that is corrupting, and stand-up to pork and all the spending during an economic crisis that some say puts this country on the brink of economic disaster?

MCCAIN: Because of what you just said, Mika. This bill is putting us on the brink of economic disaster.

(END VIDEO CLIP)

OLBERMANN: Repeating our third story tonight, McCain voted for the bill, for the bill he now says is putting us on the brink of economic disaster. No, he did not correct himself. For the bill he now says the president should veto.

Here's my colleague Rachel Maddow. Can you help him out here? What was he trying to say? What is he trying to say?

RACHEL MADDOW, MSNBC ANCHOR: If we want to be as generous as possible, we can guess that he was trying to say that we are only considering this bill because we are on the brink of economic disaster. But, as you say, he did not correct himself. He seemed very sure of himself and actually sort of mad when he said that the bill puts us on the brink of economic disaster.

So we have no idea what he meant. In the larger sense, we are at a point where his position on the economic crisis, on the bailout and what we ought to do next is sort of indecipherable, as is the Republican party's. McCain said he's for a bailout. The RNC is running five million dollars worth of ads attacking Barack Obama for being for the same thing. The Republican leadership says they are for it. Their members voted against it. The members say they're against it because it's too expensive, but adding an extra 100 billion dollars to it brought their votes along.

McCain voted for it last night and then told Joe and Mika this morning that it should be vetoed. I don't know what the Republican position is on this or Senator McCain's position is on this.

OLBERMANN: I think we have an analogy finally, with 33 days to go. It is those giant fire hoses in the old fashioned fire fighting departments, with the giant hoses and they are all manual labor, and the thing is just pumping like crazy. They lose control of it and it swings wildly. It's very forceful and might occasionally put out a fire, but it's just utterly out of control, and bears no resemblance to what happened 30 seconds earlier.

MADDOW: They are either an unmanned fire hose or drunk, would be another way to look at it, or they have a strategy, which is to seem incoherent and confusing and noncommittal for as long as possible, until the Democrats actually decide that something needs to be done, with or without the confused Republicans. The Democrats make a move essentially on their own, without majority Republican support, and then the Republicans attack the Democrats for having passed something.

That seems like a cogent political strategy here. Just don't commit to anything and attack whatever the Democrats do.

OLBERMANN: But, there seems to be-I'm not one to accuse you of sophistry there, but that does seems to have an element of sophistry to it. It sounds very nice, but does it not also imply that there's an incapability of making up one's mind, one's collective mind, or it's a shame to lose one's mind here? Given how many opportunities McCain has to address these issues and make similar gaffes in the remaining 33 days?

MADDOW: But what is the economic position here that he could take a stand on? Is it for fiscal conservatism? Why is the pork helping them pass this bill. That was pork put in to attract House Republican votes. They had to make the bill less fiscally responsibility in order to attract fiscally conservative votes. It makes no sense.

McCain wanting to campaign for the bill while the Republican party campaigns against it. They are taking every position on the bill possible. The only thing I can think is they are looking ahead to an economy that is going to stink no matter what happens. This bailout bill is designed not to make the economy all better, but to stop it from getting a lot worse a lot quickly-much more quickly than it otherwise would.

The economy is not going to be great. If you can attribute whatever happens next in the economy to Democrats, because Republicans had no obvious position on it, then at least you have politics, even if you have no policy.

OLBERMANN: All right, 40 seconds, that's about how much time I have for you to give me just a random thought about tonight's carnival in St. Louis.

MADDOW: I think Sarah Palin is personable. She is poised and there are very low expectations for her. No matter what happens, she can't do worse than she did with Katie Couric. It's going to be a good night for her.

OLBERMANN: She doesn't accidentally light the stage on fire?

MADDOW: That would be exciting. That could be positive. Look, she shook up the race again.

OLBERMANN: Rachel Maddow, we will see you again after the debate and figure out what happened, if anything.

MADDOW: Thanks.

OLBERMANN: This is how bad it is for the governor, as of this hour. Elizabeth Hasselbeck yelled at her on "The View" today. T-minus 18 minutes in our COUNTDOWN to the debate on MSNBC.

(COMMERCIAL BREAK)

OLBERMANN: The doubts were first given voice when Sarah Palin was first selected. At least three ultra conservative columnists at the "National Review" bashing her inexperience not as bad for the Republicans but bad for the country. Then last week came the plea from a fourth "National Review" columnist that Palin withdraw because she was poised to cost McCain any chance at election, because, quote, "if BS were currency, Palin could bailout Wall Street herself."

Our number two story on the COUNTDOWN, all very disconcerting the Republicans presumably, but none of this is quite the visceral impact of the reaction just one conservative to Governor Palin's helpless answer to the now famous Katie Couric of Palin for just one Supreme Court decision she disagreed with, other than Roe v. Wade. Elizabeth Hasselbeck from "The View."

First, a brief refresher on the second half of the answer.

(BEGIN VIDEO CLIP)

COURIC: Can you think of any?

PALIN: Well, I would think of any, again, that could best be dealt with on a more local level, maybe I would take issue with. But, you know, as a mayor and then as a governor and even as a vice president, if I'm so privileged to serve, I wouldn't be in a position of changing those things, but in supporting the law of the land as it reads today.

(END VIDEO CLIP)

OLBERMANN: As an old John Cleese sketch from "Monty Python's Flying Circus" noted, it's not just about remembering all the words, it's also remembering to get them in the right order. Sarah Palin was too politically under informed for Elizabeth Hasselbeck.

(BEGIN VIDEO CLIP)

ELIZABETH HASSELBECK, "THE VIEW": That was a moment where she should have had some lined up. She could have been anyone, depending on the side of the aisle, how you feel about how the Patriot Act was handled. How do you feel about decisions that have gone on for time and time-she should have had some in her pocket. Any politician running should be able to deal with that question.

(END VIDEO CLIP)

OLBERMANN: Howard Fineman, senior Washington correspondent, political columnist for "Newsweek Magazine," and analyst of "The View," also MSNBC political analyst, joins us tonight from St. Louis. Howard, good evening.

HOWARD FINEMAN, "NEWSWEEK": Hi, Keith.

OLBERMANN: Frivolous though it may seem on its face, a diss from Elizabeth Hasselbeck on "The View," this is a cultural milestone, is it not? Would you agree?

FINEMAN: I definitely would agree. As a fan of "The View," I'd agree. It's not my usual turf. So I spent my last couple of hours here talking to people in the press tent and at the dinner table her and at the athletic center at Washington U to talk to other conservatives. One of the ones I talked to was Frank Donatelli, movement conservative, Washington lawyer, now working over at the RNC to try and pitch in with McCain and the party. He told me, you know, Sarah Palin has to do a good job tonight, has got to answer some of the questions of the Elizabeth Hasselbecks and the others out there, from George Will on down, about Sarah Palin's level of knowledge, her ability to answer questions, the depth of her view of the world in order to be a heart beat away from the presidency.

Someone like Donatelli, a guy I've known for a long time, wasn't walking away from that. He said she has to come across. And she obviously hadn't done so.

OLBERMANN: We are convinced that they are not all part of some conspiracy to low ball expectations for Governor Palin so much that if she does not run weeping from the stage at some point, she wins. That's not what's going on here, right?

FINEMAN: I think-there's an element of that. Certainly, most of the people in this room will be surprised if she utters a coherent sentence. I think there's genuine concern. Another conservative I talked to, who didn't want to be quoted by name, said, yes, Sarah Palin has a learning curve. The problem is it looks like the learning curve is going in the wrong direction. He wasn't trying to spin me for the record.

I talked to Katie Couric, who is here. It was fascinating what she said. Katie said that after the first days interview, which Sarah Palin clearly felt obviously didn't go very well, Sarah Palin wanted to come back for a second day, felt that she could do better on the second day, that she could clean up some of the mistakes of the first day. But instead, at least with Katie Couric, Sarah Palin dug herself in deeper. And Couric told me she was surprised by that, because she figured she'd be better prepared. People around here, legitimate conservatives, who aren't just spinning me for affect, are concerned. Some of them claim not to be, but I know them well enough to know they are.

OLBERMANN: Top fear among Republicans tonight we know. Top fear from Democrats is what? Is it that Joe Biden gets distracted by anger line? In the debate I did last year, the going into Pakistan issue, that's where that came up. Biden felt facts were skirted. He even came over during the commercial and talked to me about it. He was upset. We come back from the commercial and take questions from the audience, and the question to him was from the widow of one of the Sago mine disaster victims. He answered her question in about 15 seconds and then just abruptly cut it off and went back to talking about Pakistan. It was a disaster. It looked like he had blown the poor woman off. Is that what the Democrats most fear? Is that their worst case scenario tonight?

FINEMAN: No, I think their worst case scenario is that Joe Biden, some way or other, gives people a reason to feel sympathetic toward and supportive of Sarah Palin. What Biden has to do is testify on behalf of Barack Obama and his experience. Biden has to say, I've been there, done that. This is what people tell me they're telling him. They have to keep his answers short and to the point. Defend Obama, attack McCain and get off the stage without making news, and hope it's Sarah Palin who does.

OLBERMANN: Howard Fineman of "Newsweek" and MSNBC, thank you. We'll check back with you after the debate, sir.

FINEMAN: Thank you.

OLBERMANN: Chris Matthews and our final thoughts when our COUNTDOWN to the debate continues on MSNBC.

(COMMERCIAL BREAK)

OLBERMANN: Thirty four days since she was announced as McCain's running mate; 33 days until the election. This is virtually the midpoint. In our number one story on our COUNTDOWN to the debate, it could also be the end point. If Governor Palin effectively attacks the Obama/Biden ticket, even if she only provides no further disastrous sound bites worthy of a Katie Couric interview, she might simultaneously shift, to some degree at least, the judgment that she is out of her league and McCain and company are out of luck. Lest we forget, Senator Joe Biden owned some of the campaign season's best debate moments.

Let's turn now to my colleague, the host of "HARDBALL," Chris Matthews in St. Louis for us tonight. Good evening, Chris.

CHRIS MATTHEWS, MSNBC ANCHOR: Hi, Keith. How are you doing?

OLBERMANN: What is a Sarah Palin victory tonight?

MATTHEWS: Well, I think showing that she's got the smarts to be vice president. I think she's already failed in a couple attempts to do that with Katie Couric, not showing any knowledge or interest in the constitutional history of the United States. I think that's a problem. Not being able to admit, in any way, the reading material she comes into contact with. I think most people are proud of what they read. Most people get up in the morning and they read a number of journals and they-if someone asks them what they read, they are quick to say what they read, because it's part of your daily exercise. You're actually quite proud of what you read, because it's something that shows some commitment to learning very day on the part of your adult life.

If you can't name anything you ever read, it's probably because you don't read that much or you're not proud of it or whatever. But lack of interest in this country's constitutional history is hard to imagine. It's awesome that a person who is a conservative, or a self-claimed conservative, has no interest in the constitutional history of the United States. The Supreme Court has determined what the constitution means to us at every stage of our history. To not care about prayer in school, Plessy v. Ferguson, separate but equal, all the questions, Dredd Scott, all the issue that sort of mark the arguments of our history if you're on the conservative side of things and the liberal side of things.

Not to have even the slightest interest in those brings in the question of whether she's a true conservative or anything.

OLBERMANN: Or just Bush v. Gore. In turning to the strategies tonight, do you like the idea of Governor Palin attacking Joe Biden as Mr. Beltway, as too much experience. Is she not running a risk of emphasizing that Senator McCain and Senator Biden are so much alike in so many ways?

MATTHEWS: Well, there's an old Groucho Marx scene, I think it's in "Horse Feathers," where the guy can't sell his product. He's out selling Tutsy Fruitsy ice cream and that's not selling. So he says, I'll fight any man in the house for a dollar. If you can't win what you're selling, you try to start a fight. It's the oldest trick in politics.

OLBERMANN: I mentioned earlier the Biden gaffe a year ago at the AFL-CIO forum in Chicago. Besides that, he was in a dozen Democratic debates and had two of the great line probably in debate history, including the one about Rudy Giuliani. Is he really the loose cannon being portrayed, or is he good at stuff like this?

MATTHEWS: I think all politicians have been taught to come in with their bicentennial moments. Ronald Reagan saved his presidency, you could argue, with that line about not using his opponent's youth and inexperience against him. Of course, it really didn't put to rest the question of his age in his second term, which, of course, came to bear during Iran Contra and his lack of attention to what was going on in his own White House and National Security Council, with regard to Oliver North, et cetera, et cetera.

But it did give an artificial answer. That's what you need to do in these debates. What scares me is a lot of the guys go in with debate prep, with clever one liners that the press jumps on with a big giggle, and makes a big deal about, when all they are is something that was fabricated for that very purpose.

I love the spontaneous answer. I'd like to believe, of course, that these people are capable of spontaneity, that Joe Biden really did think of that line about the sentence outlining being a subject, a verb and 9/11 on the part of Rudy Giuliani, but I doubt it. In fact, what bugs me, we'll watch this tonight, and afterwards, we'll talk about how clever some of the set material is, when, in fact, we know it's set material. We should be doing better in our analysis.

OLBERMANN: I think you were the first person to analyze correctly after that last debate that the thing that stuck in the McCain/Obama debate was McCain never looked at Obama. It was the thing that was viscerally most important to people who were watching that. Do we have any idea what ridiculous thing we might be talking about at 11:00 tonight?

MATTHEWS: We saw another example of that contempt, manifest contempt on the part of Senator John McCain to his partner on the floor of the Senate the other day. Reporters who are credible in the gallery noticed that when John McCain was approached by his running mate in a friendly manner, gave him this cold shoulder, which I don't think is the way American politics should be headed right now. I think tonight, we'll look again and see if they show basic human courtesy towards each other. I think that's what we should start with. At a time when we say we want to see more civility in politics, let's have more civility.

OLBERMANN: Chris Matthews in St. Louis, many thanks. I'll be back after the debate at 11:00 p.m. Eastern, 8:00 Pacific. Chris will then be back with "HARDBALL" live at Midnight Eastern. For now, that's COUNTDOWN for this the 1,982nd day since the declaration of mission accomplished in Iraq. I'm Keith Olbermann, good night and good luck.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

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