updated 10/16/2008 11:58:48 AM ET 2008-10-16T15:58:48

COUNTDOWN

October 15, 2008

THIS IS A RUSH TRANSCRIPT.

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

Guests: Rachel Maddow, Chris Kofinis, Chris Matthews, Rahm Emanuel

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

And soon they will belong to the ages: The third presidential debate.

The 49th party debate, candidates forum, and presidential debate.

What must McCain do-utterly erase the first two debates and the vice presidential debate and the last three weeks, and the burgeoning Obama lead in the polls, all in 90 minutes-or less?

(BEGIN VIDEO CLIP)

NANCY PFOTENHAUER, MCCAIN CAMP SR. ADVISOR: I think you will see him making a very bold take for his leadership and his approach for this country and clearly call that-trying to contrast between himself and Senator Obama.

(END VIDEO CLIP)

OLBERMANN: Or baa-baa might work. What must Obama do?

(BEGIN VIDEO CLIP)

DAVID AXELROD, OBAMA CAMPAIGN CHIEF STRATEGIST: We're not in the business of reinventing ourselves from debate to debate. That's not what Obama's going to do.

(END VIDEO CLIP)

OLBERMANN: What is McCain going to do? ACORN, Wright, Ayers-all pointing and Palin have raised behind Obama's back, never to his face.

Yesterday, McCain said Obama's reactions probably ensure that Ayers will come up tonight. Tonight, McCain reportedly tells his advisors he will not address Wright in the debate or in the rest of the campaign.

What about camera right? Tonight's odd co-anchorman desk (ph) lay out putting McCain's bad side to the camera?

And putting out any side of his running mate.

(BEGIN VIDEO CLIP)

GOV. SARAH PALIN, ® VICE PRESIDENTIAL CANDIDATE: It seems like, and in our last rally too, and in other parts around this great Northwest, here in New Hampshire, you just get it.

(END VIDEO CLIP)

OLBERMANN: Here in New Hampshire, you say, in the great Northwest, you say.

Worsts: Rush descends a new outright paranoid racism and this debate.

Haven't we all seen it before? In our childhood, perhaps?

(BEGIN VIDEO CLIP)

BURGESS MEREDITH, ACTOR (playing as The Penguin): Behind that mask, Batman is, in reality, a dangerous criminal. Will you think about that a moment, my friends?

(END VIDEO CLIP)

OLBERMANN: With the analysis of Rachel Maddow, Congressman Rahm Emanuel, Chris Kofinis in Washington. And Richard Wolffe, Howard Fineman, and Chris Matthews at the Davis S. Mack Sports and Exhibition Complex at Hofstra University in Hempstead, New York.

This is COUNTDOWN's special coverage of the final 2008 presidential debate.

All that and more: Now on COUNTDOWN.

(on camera): Good evening. This is Wednesday, October 15th, 20 days until the 2008 presidential election.

Four years and two days ago, tonight, when President Bush and Senator Kerry met for the final debate of the 2004 presidential election with CBS's Bob Schieffer as the moderator that has now. It is worth noting that the so-called Swiftboat Veterans for Truth were not mentioned once.

Our fifth story on the COUNTDOWN: To the final Obama-McCain debate, Senator McCain with one last chance to try to disqualify his opponent before a national primetime TV audience. Only, how is he planning to accomplish that if smearing Obama is, quote, "off the table"?

Senator McCain, reportedly, at odds with many of his own advisors over whether he should launch a renewed attack on Obama's ties to his former preacher, the Reverend Jeremiah Wright. "Politico's" Mike Allen reporting that McCain has declared a Wright attack "off the table," fearing it would smack of desperation and racism.

Why desperation? Senator Obama more than doubling up his lead to nine points. In the latest "L.A. Times"/Bloomberg Poll last month, the margin had been four. "New York Times" is 14. Hotline is eight.

And in five states where early voting is underway, five states having all voted for Bush in 2004, Senator Obama dominating among early voters.

On the campaign trail in Indiana today, Michelle Obama refusing to count the Democrats chickens before they have all voted.

(BEGIN VIDEO CLIP)

MICHELLE OBAMA, SEN. OBAMA'S WIFE: People are feeling the possibility of not just a win, but for change.

(APPLAUSE AND CHEERS)

M. OBAMA: People are ready to work and people are working. So, we want you to continue to work from now until Election Day, because this isn't going to be easy. We are taking nothing for granted. Barack Obama will be the underdog until he is sitting in the White House.

(APPLAUSE AND CHEERS)

(END VIDEO CLIP)

OLBERMANN: That sentiment reflected by Obama's chief strategist, David Axelrod, on the flight from Ohio to Long Island when he was asked what Senator McCain might do or what he might do to change the trajectory of the race over the next few weeks.

(BEGIN VIDEO CLIP)

AXELROD: We weren't discouraged by polls when they were not favorable for us. We're not seduced by polls now. We think this is going to be a battle every day right to the end and we are prepared for that. So, I don't want to accept the premise completely, here.

But I will say this-I think Senator McCain's problem is fundamental, which is he's got a bad argument. He's essentially on the wrong side of history.

(END VIDEO CLIP)

OLBERMANN: Then there's geography. The Republican vice presidential candidate on the wrong side of a lot of things at a rally in New Hampshire, which is in New England, you know, in the Northeastern United States.

(BEGIN VIDEO CLIP)

PALIN: I like being here because it seems like, and in our last rally too, and in other parts around this great Northwest, here in New Hampshire, you just get it.

(END VIDEO CLIP)

OLBERMANN: Northwest, New Hampshire. She can see Portsmouth from her house.

Let's bring in, no wait-before we get to Richard Wolffe, we have a sober and an important confession to make here. I'm going to catch hell from the campaigns for this, to say nothing of my employers-bluntly, this may cost me my job, but this must be revealed. It must be revealed tonight.

The debates are not live. They are pre-taped. To prove this, I'm now

don't try to stop, Joe-I'm now going to risk all of this. I'm going to show you a little clip I stole about a minute of this third debate. It was recorded this afternoon in Hofstra. I downloaded it on my iPhone. And I hope I'm still here when this clip is over.

Here it is. Play this thing.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: I believe the penguin will lead off the debate.

MEREDITH (playing as The Penguin): What are the issues? There's only one. Batman. Who is he? Who is this acrobatic clown who somersaults around Gotham City in ridiculous costume?

I suggest that, behind that mask, Batman is, in reality, a dangerous criminal. Why else does he wear a mask? Why else does he conceal his past?

Will you think about that a moment, my friends? Whenever you see Batman, who is he with? Criminals. That's who. Think about it, without (INAUDIBLE). And remember this no mudslinging in this campaign.

(END VIDEO CLIP)

OLBERMANN: Credit where credit is due. Thank you. And we stole that, crediting Marc Ambinder of "The Atlantic" who has a blog on it. And the whole clip of The Penguin-Batman debate from the old Adam West series "Batman," and there's the wink (ph), including moderator (INAUDIBLE).

Time now to call in our own Richard Wolffe, also, of course, senior White House correspondent for "Newsweek" at the sight of tonight's debate at Hofstra University in Hempstead, New York.

Richard, good evening.

RICHARD WOLFFE, MSNBC POLITICAL ANALYST: (INAUDIBLE) Batman, Keith.

OLBERMANN: Leaving the startling similarities in content there between campaigns of Burgess Meredith and John McCain, what does Senator McCain need to do tonight? And more importantly, how does he do enough of whatever it is he needs to do?

WOLFFE: Well, apart from smoking on stage, he really has to try to move beyond the negative attacks because they clearly have not worked. No mudslinging would be a good start. But these things have backfired. We talked about this before that it's showing up clearly in the polls.

He has to actually try to portray Obama as being unacceptable, not in terms of character, not the guy behind the mask, but on the central issue of this whole campaign which is the economy.

Now, the problem is to both senators, neither of them have had a significant private sector job. But what McCain does have is his experience as head of the commerce committee. He needs to try and spin out his own qualifications on the economy and, at the same time, raise questions about Obama. But if he's not talking about the economy, he's losing.

OLBERMANN: Does Senator Obama need to do anything other than not screw this up somehow? I mean, is there a hidden fact in here that we've seen in the first two debates, in fact, throughout the year, that the more people who are exposed to him, the more they find him acceptable, calm, presidential, basically, if he can keep a steady hand, this is his?

WOLFFE: Well, all of it is true and in the sense that the voters have had a chance to get the first impressions of these candidates. They've done that in the first two debates. And John McCain still has to try to appear presidential in this third debate.

The problem, the challenge for Obama is not just survival here. I actually think that complacency is a big problem for this candidate and this campaign. They are saying they are not complacent. But if their voters, if their supporters think, for a minute, that they just have to survive this one, that they coast their way through to Election Day, they're in for a big surprise.

OLBERMANN: And to that point, things we have read or heard today, that Truman, and Reagan, and Bush were all behind in early October-would it be a terrific mistake to overstate where things stand right now, especially, given the nature of attacks and personal claims in this campaign?

WOLFFE: Well, Truman is the patron saint of trailing candidates. And Reagan-the Reagan debate was so late in the cycle it's just not comparable.

Now, of course, this cycle is being lived out on Internet speed. So, 19 days is an eternity. Think of where we were 19 days ago?

But the idea that these polls are correct, this isn't just McCain's spin, you get it from inside the Obama campaign, too. Double digit lead in the polls is really not that believable. Nobody expects that to hold by Election Day. So, people are going to have to be ready for a much tightened race within the space of the few days.

OLBERMANN: One final point here, though, that makes me think that we can view this as kind of last game-changer here. That might be true for McCain, but is it for Obama?

If things are going to reverse somehow or get tight-"Advertising Age," the magazine for the industry reported tonight that Major League Baseball is willing to delay the start of the sixth game of the World Series, the Tampa Bay Rays and Philadelphia Phillies World Series, I might add, so that Senator Obama's half hour advertisement that night could air not just on CBS and NBC and ABC, and maybe MSNBC and CNN, but also on FOX, which wants the money.

WOLFFE: Right.

OLBERMANN: No matter what the McCain campaign and the Republicans might throw at the Democrat tonight, or, you know, in the following three weeks, would it be hard for them to overcome the advertising budget disparity and, especially, across the television buy the week before the election?

WOLFFE: The money disparity is enormous. It's affecting not just the airwaves war, but also, what's happening on the ground. You know, remember the whole flak about public financing. This has given Obama a big advantage at this point. And, in the end, you're either looking at a 19-day period where nothing happens, or a 19-day period where you have this big TV event.

Now, the Obama campaign has to deliver on something good here. But it is a big moment for them.

OLBERMANN: Richard Wolffe of MSNBC and "Newsweek," at the debate for us tonight. As always, sir, great thanks.

WOLFFE: Thank you, Keith.

OLBERMANN: Making it more difficult for Senator McCain to choose the strategy of standing up, in manner of speaking to his opponent tonight, the fact that the candidates will be sitting down. Forget any podiums or any chance of McCain wandering around the stage as he did at last week's town hall-style debate, tonight's proceedings is stationary and seated. The candidates and moderator, Bob Schieffer of CBS, are sharing a table.

As with the talk of any of the Sunday political talk shows in somewhat format or this MSNBC debate between senators Obama and Clinton in Ohio on the 26th of February this year, sit-down debates, by nature, more chatty and often more amiable.

For more on tonight's kinder, gentler format, anyway, we'll turn to Democratic strategist, Chris Kofinis, former communications director with the Edwards campaign.

Chris, good evening.

CHRIS KOFINIS, DEMOCRATIC STRATEGIST: Good evening, Keith.

OLBERMANN: So, does that physical format, that desk, the kind of the anchor desk with the anchors sitting there and another anchor sitting on the other side, does this add to a degree of difficulty for McCain tonight, because it would be harder to attack somebody when you are sitting next to them, and it's also harder to not look them in the eye and pretend he's not there when you are sitting next to him?

KOFINIS: Yes, it fundamentally changes, I think, the strategy for the McCain campaign. It's one thing if they are standing up and separated, you have a little bit of freedom to kind of attack.

But the problem is, you've seen in the past, both in terms of the Hillary-Obama debate during the primaries, even past presidential debates, when they're sitting down, they're just a few feet away, it just constrains you physically and it makes it very difficult, I think, to go on the type of attack that the Republicans have been suggesting that they're going to do.

I don't think they are going to do it. I think what they're going to end up doing, what you're going to see from McCain is this kind of softball attacks, where he's attacking but he's pretending he's not. And then, it's a question of whether Bob Schieffer really pushes him to kind of say, what do you mean by that? And I think that's going to be the interesting kind of back-and-forth you're seeing whether Schieffer really challenges of some of the attacks and cheap shots he's going to make.

OLBERMANN: Yes, if that happens, the problem they've got is the Dodgers and Phillies on FOX.

The attempts to dehumanize Obama, to all but call him a "terrorist," to deem him scary, to call him "dangerous," that electing him would be the biggest mistake ever undertaken by the American people-is that off the table because, if you're doing that, you are sitting down next to him? I mean, this is the point that the far-right made after last week's debate. If Obama appears calm and collective and somebody you can have a chat with, how can you convince anybody-now, this is a madman here, this is a dangerous society here?

KOFINIS: You know, what's funny about the last two debates and interesting is that much as the Republicans and the McCain campaign have tried to paint Senator Obama in negative light, his demeanor, his approach, the way he's answered the questions had just proven the opposite, that he is ready to be president, he's ready to lead. He's got the composure and the focus.

Whereas, I think, hat you've seen from McCain in his performance is more kind of the erratic behavior you've seen from his campaign.

Listen-the problem I have with the McCain is that attacks haven't worked. I mean-so, the rationalization that somehow the attacks are going to start working, I just-I don't think anyone is buying. And this notion that they are going to start questioning, you know, Senator Obama in this debate about Bill Ayers.

Let me, you know, give him a news bulletin. The American people don't care about Bill Ayers. They care about the bills they can't pay. And if John McCain doesn't answer that question and provide that vision, his campaign is going to drown even further than they already are.

OLBERMANN: Right. They care about their bills and their savings going up into air.

The last point on the debate here-the other component seems to be left out of all the factoring of whether or not there's going to be any low blows in this fight. Unlike speeches given by Governor Palin or Senator McCain, or the surrogates for the Republican campaign, there's one other component here-Senator Obama would get to answer, would he not, would he not get to say, excuse, I have some further information on this topic?

KOFINIS: Yes. I mean, here's, I think, the interesting point, when -

if McCain tries to go on the attack, either in a kind of a softball kind of way, Senator Obama just needs to turn and say, let me understand this, we have tens of millions of Americans who worrying about their homes being foreclosed, without healthcare, children living in poverty, the country in a defining moment in its history, and you want to talk about personal, petty, gutter attacks about something that happened, maybe, 40 years ago, are you serious? And then he just spins back to his vision.

I think that's the kind of moment that will make John McCain look even smaller and will put the limelight where Senator Obama was. I mean, the advantage here is really to Senator Obama because the American people have spoken over the last few weeks. They don't want attacks, they want solutions. There's been one campaign and one candidate that's been offering that consistently.

And I think you've seen the consequence. The McCain campaign is spiraling downwards. They really have no one to blame but for themselves. And I think you're going to see more of that tonight.

OLBERMANN: And last one story, Chris, that's just breaking at this hour and it really does go to this idea that the McCain campaign, whatever else they have done or not done, they cannot catch a break.

The "Washington Post" just reporting that McCain received portable cell towers at his ranch in Sedona for free from Verizon and AT&T and he sits on the commerce committee which happens to oversee both of those companies and he got towers for free. And his campaign manager lobbied for Verizon. How exactly would that not be a conflict of interest?

KOFINIS: Well, it's a conflict of interest and I think it's actually more telling. I mean, the cronyism that has been the hallmark of the McCain campaign and his key advisors just tells you all you need to know. This is not someone who has an economic vision, let alone the right people who are going to lead this country in new direction. That's their problem.

And this is going to be another bad, negative story. And I think this is the problem for the John McCain campaign. They can't catch a break, but they have themselves to blame for it.

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

KOFINIS: Thanks, Keith.

OLBERMANN: Can't beat them at the ballot box; beat them away from the ballot box. The Republicans gain a judicial win in the quadrennial battle to disenfranchise Democrats in Ohio.

And Congressman Rahm Emanuel on how to pitch to a candidate who has to hit a 10-run homer.

(COMMERCIAL BREAK)

OLBERMANN: Two hundred thousand voters may be disenfranchised in Ohio as the Republicans go on their familiar attack "If you can't beat them, rip them off."

Worst Persons: The same man who lied about Rachel yesterday lies about me today, falsely claiming I called Senator McCain a Nazi. Dramatic and, of course, self-serving news from the world of TV ratings.

And Rachel Maddow, Rahm Emanuel, Howard Fineman, and Chris Matthews-as our COUNTDOWN to the debate continues.

(COMMERCIAL BREAK)

OLBERMANN: It, of course, is not really about debates, not even about votes, it's who counts the votes and whose votes count.

In our fourth story tonight: Ohio Republican judges ruling on Ohio Republican lawsuits have given Ohio county officials a weapon with which to challenge as many as 200,000 votes from 200,000 new voters. Gee, who would that benefit?

Here's a hint. John Kerry lost Ohio by 119,000 after more than 300,000 people were barred from voting in 2004. The new ruling almost exclusively along party lines, including one judge, whose husband is on the Republican ticket this year, agreed with the Ohio GOP, forcing Ohio's Democratic secretary of state, Jennifer Brunner, to notify all county election boards in any voter registration info for the new voters is not matched by the Federal Social Security Administration or state Motor Vehicles Bureau.

In other words, some overwork data entry typist mistyped your license number, county officials can now use the challenge or use that to challenge your right to vote. If you're one of those hundreds of thousands of new voters registered in numbers that-surprise-favors Senator Obama.

One Republican county prosecutor, former law partner of McCain's Ohio chair is already investigating everyone who registered and voted during a six-day window when Ohio let voters do both on the same day, even though he acknowledges not a single actual voting fraud accusation.

Joining us now, my colleague, Rachel Maddow.

Good morning, Rachel.

RACHEL MADDOW, HOST, "THE RACHEL MADDOW SHOW": Hi, Keith.

OLBERMANN: Ohio, again. Really?

MADDOW: Yes, it's Ohio, and it's also Montana, and it's Michigan, and it's Nevada. This is apparently the way that we do elections now, that the Republican Party decided as a strategic partisan matter, that they would start trying to, essentially, manipulate state level election laws so as to exclude as many people from the voting rules as possible, so as to depressed the number of votes that were counted, so as to inconvenience people for whom inconveniencing-in a way that inconveniencing them would most likely kick out likely Democratic voters.

The Republican Party made sort of a structural decision to do this, years ago. And what happens every election season is that individual Democratic office holders, secretaries of state, and other people responsible for elections, tend to resist and fight these battles and Democrats sort of cluck-cluck over them and tat-tat over them, and worry about them. The Democratic Party never decides to fight back as an institution the way the Republican Party decides to fight.

OLBERMANN: So, is that the only solution to this?

MADDOW: Well, I think that election laws have been treated in a partisan way. And you can decide to be offended by that and say-no, election laws should be nonpartisan or you can recognize that a partisan fight is being waged and fight back. It's an ugly choice to have to make. But, ultimately, if elections get stolen out from under you, you're never going to have the opportunity to take the moral high ground because you'll all been kicked off it in an election that you lost doing (INAUDIBLE).

OLBERMANN: Flush this out in terms of Ohio, in terms of the mechanics. What do we know about what's being done and what the Republican premise is here, logically and logistically?

MADDOW: Well, about 666,000 new registrations have happened in Ohio since January 1st. And a federal court ruling has just come down which says that the secretary of state needs to come up with a system, by-

Friday, by which county boards of elections can challenge the registration information or verify the registration information of those new voters.

The secretary of state in Ohio says that a preliminary check of those 666,000 registrations, there's about 200,000 of them may have problems when checked against larger data bases. That's not necessarily because they are fraudulent registrations, it's because you are checking voter registration information against the Social Security database or the Motor Vehicles' database.

And those sorts of matches are tough. It can be a typo. It could be having your apartment number or your middle initial involved there. Those exact matches often kick-often will put a flag on an otherwise obviously valid registration. If 200,000 people end up getting forced into the dodgy provisional ballot system, or otherwise have their vote-attempt to vote compromised, this could have a massive, massive effect on the Ohio's election results.

OLBERMANN: All right. I don't want to diminish this, and obviously, we'll follow it to the day of the election.

MADDOW: Yes.

OLBERMANN: . as I know you will. But I must get your 45-second pre-game take here.

MADDOW: Yes.

OLBERMANN: What do you not expect to happen tonight?

MADDOW: Well, I will say that what McCain has to do is obvious. And I think that you are very bright to point out how awkward it's going to be to do that while seated at the same table as the man to whom we know he wants to throw sorts of very sharp elbows. On the Obama side, it's more interesting. With McCain, it's just really do it, (INAUDIBLE) and how it will go.

OLBERMANN: Yes.

OLBERMANN: On the Obama side, if you are playing defense, you are losing. Obama does actually have to be on the offense because 19 days is a long enough time to lose an election even when you are 14 points out. And so, Obama-if he just tries to maintain and doesn't go after McCain in any way, he will look like he's on defense and he will lose this debate. He can't really afford to lose this debate.

OLBERMANN: And then, again, he has not done that in either of the first two debates.

MADDOW: Right.

OLBERMANN: So there's no-we didn't see a different Barack Obama

than we saw in the primaries in any point during this debate process. So -

MADDOW: Complacency is the enemy for Obama at this point, though, absolutely.

OLBERMANN: I haven't seen it yet.

MADDOW: Yes.

OLBERMANN: Rachel Maddow, we will check back with you after the debate, of course.

MADDOW: Indeed. Thanks, Keith.

OLBERMANN: Thanks.

All surveys, all polls conclusively indicating Obama won the first two debates. A new one suggesting the last debate was, in fact, scored 54-40, Obama, retroactively. And Senator Biden won his debate with Governor Palin. What could even be McCain's best case scenario tonight? Congressman Rahm Emanuel joins us.

And first, (INAUDIBLE) Rachel, then he lied about it. Now, David Frum has made up a quote falsely attributed it to me and claimed I called McCain a Nazi. Worst Persons is next on COUNTDOWN. Welcome back, David.

(COMMERCIAL BREAK)

OLBERMANN: William Ayers, Jeremiah Wright, ACORN, Hamas, why you need to fear an Obama presidency. The stuff John McCain and Sarah Palin have said about Barack Obama behind his back. Will the Senator have the guts to say any of it to Obama's face tonight?

Also, as our countdown to the debate continues, Congressman Rahm Emanuel on Obama's best offense or best defense or both. He's next. But first, time for COUNTDOWN's "Worst Persons in the World."

The bronze, David Frum again of the "National Review," blogging today under this headline: "Ketih [SIC] Olbermann," he writes of me. That's right, "Ketih [SIC]." Quote, called me "naively idiotic or idiotically naive." Then he said "McCain and Palin set the table for these outbursts with their attacks and then committed the sin of omission by not truly quelling them. Sort of like standing outside the Reichstag holding a gas can and calmly suggesting that someone might want to call the fire department."

Quote, "The Reichstag fire. What an excellent riposte to the half dozen lunatics who have said foolish/offensive things at McCain-Palin rallies. Have the most partisan Democratic broadcaster in the country call John McCain a Nazi!"

Yes. I never said that. I mean, you could check the tape or the transcript or Google it or something. I never referred to the Reichstag, never called McCain a Nazi. I mean, never came close.

Oddly, though, that whole quote is online. It was posted by a blogger at 236.com named Ian Gurvis (ph). But Frum decided to claim I had said it on TV. Mr. Frum coined the term "axis of evil." And as if more evidence was necessary, this slight error-elephant, mouse-underscores the whole Iraq thing: invade first, ask questions second.

Ironically, what I did say about Mr. Frum last night was to call him a liar. And ten hours later, he lied about me.

The silver tonight, Frank Gaffney, Project for the New American Centuryist and columnist of the "Washington Times," writing one of those apocalyptic fantasies about Obama and terrorists and foreign birth, concluding, quote, "Curiously, Mr. Obama has, to date, failed to provide an authentic birth certificate which could clear up the matter."

Actually, he has. Even the psycho WorldNetDaily agrees the birth certificate is legit. He was born here, and there's no story there.

Mr. Gaffney, it's come to my attention that for four years in the 1980s you worked in the Defense Department and were paid thousands of dollars in government salary. On behalf of the taxpayers of this nation, sir, I have to say this-we want it back.

And our winner, comedian Rush Limbaugh. The big trolly has jumped the track. "These wackos, from Bill Ayers to Jeremiah Wright to other anti-American Afrocentric black liberation theologists with ACORN, and Barack Obama is smack dab in the middle of it. They have been training young, black kids to hate, hate, hate, this country, and they trained their parents before that to hate, hate, hate this country. It was a movement. It was a Bill Ayers, anti-capitalist, anti-American educational movement. ACORN is now-and was implemented right under our noses. It has been a movement. It has been a religion. And Obama, and Jeremiah Wright and William Ayers were all up to their big ears in it."

Wow, you left out how they fixed "American Idol" so Ruben Studdard would win.

Listen, Rush, I've got to tell you, this descent into paranoia and pure racism not only makes you sound like, you know, Ahmadinejad and Kim Jong-Il, but seriously, I hesitate to use this term: it makes you sound like Michael Savage.

Also, Rush, "They were all up to their big ear in it." I mean, really, I wouldn't make references to anybody else's oversized body parts.

Comedian Rush Limbaugh, today's worst person in the world.

(COMMERCIAL BREAK)

OLBERMANN: It is the proverb of the ten-run homer. If you're losing a baseball game by ten runs, even if you have the bases loaded, the best you can do is a grand slam, a four-run homer. John McCain pretty much needs a ten-run homer. So in our third story in the COUNTDOWN, how do you pitch to him?

Joining us live from Hofstra University in Hempstead, New York, Obama supporter, debate rule negotiator, Congressman Rahm Emanuel of Illinois.

Congressman, good evening.

REP. RAHM EMANUEL (D), ILLINOIS: How are you? How are you doing?

OLBERMANN: I asked that baseball analogy question first. How do you pitch to an opponent who needs one gigantic, all-changing event? Does Senator Obama have to change anything about that, or is that all McCain's concern?

EMANUEL: First of all, Keith, I have Wrigley Field in my district, so I'm a little sensitive at this point in baseball.

OLBERMANN: I'm sorry. I'm sorry. I will not bring it up again.

Yes.

EMANUEL: Here's the deal. I believe this is the closing argument both candidates have got to make to the public. And I think Barack is going to stay with where he has been all along. This is an election about change that focuses on making the lot of the middle class stronger. And John McCain is going to try to make, in my view, character the issue. This is why he's trying to focus on Bill Ayers.

I always think it's strange, given that Bill Ayers is more relevant to John McCain, than it is to the American people. The American people are focused on their own economic difficulties right now. John McCain is focused on what Bill Ayers did 30, 40 years ago, when Barack Obama was 8 years old.

OLBERMANN: After that last debate, there was almost-there was almost a challenge from your side about Ayers. And you know, if you're going to bring it up Bill Ayers and everything else, bring it up to Senator Obama's face. McCain's response the other day was that probably ensured that he would. Do you think he will?

EMANUEL: I think-my instinct tells me that the first person to bring it up will be Bob Schieffer, and then both of them are going to answer the question like they want.

But I've got to tell you something. I think this is the most-and I'm not in the business of giving John McCain advice. This is not relevant to the American people. They just saw their life's savings destroyed. They have seen their income go down over the last several years. They see the cost for college education and health care and energy go up. And he wants to talk about something that happened, literally, 40 years ago?

As an example-the Bill Ayers thing is an example of how out of touch John McCain is with where the American people are and the challenge they face today. But I'm not in the business of giving others advice.

OLBERMANN: Obviously, you're not. And if you had any good advice, I would assume you'd keep it to yourself. But having said that...

EMANUEL: That's a good point.

OLBERMANN: If you wanted this to be-if you were just looking at this purely academically, as a good debate, what would you want McCain to bring up? What would you want him to focus that would make both a substantive difference and some contribution to the political discourse?

EMANUEL: Look, here's the thing. John McCain could have been the best candidate they had in the sense of why people, independent voters liked him. He also could be the worse candidate, which is what we have seen over the last four weeks, in this sense.

He's come across as the grumpy old man in his slippers and his bathrobe, picking up the newspaper, yelling at the kids in the neighborhood to get off the yard. That's not what the American people want. He is grumpy. He is not focused on the issues. He's barking at people all the time. He doesn't have the right demeanor, style or the substance. If he changed that, he'd be relevant to the American people. Right now, his campaign is not relevant, and it's off tune from where the American people are.

OLBERMANN: I mentioned at the start here that you were the rules negotiator for these debates. There is some thought that, as we look over your right shoulder, that you pulled one over on the McCain campaign tonight. The way they will be seated will not be, from the theatrical point of view, showing John McCain's good side.

Would you care to comment on that theory?

EMANUEL: No. Let me say this. All this, you know, podium sitting, all that is important. The most important is what the, you know-the candidates have to say and how they say it.

I'm not-you know, I spent a lot of time negotiating through the minute segments, the topics. We did all that as a team. I think it counts for something. But that won't make up for either a strong debate performance or a weak debate performance. That's what's going to come.

OLBERMANN: All right. Let's say it's an average...

EMANUEL: I think-I think people are over obsessing about that camera angle stuff.

OLBERMANN: All right. Tell me, from your perspective in this race, what are you still worried about in the last 20 days of campaigning for your candidate?

EMANUEL: What I want to do, is like tonight, like Barack has done all along, but also most importantly, going forward, is reminding people the stakes of the election and who's having a plan to help the middle class families. Who wants to change the policies of George Bush?

Because what he has gotten us into is an endless occupation and a jobless economy. We've got the policies to change that.

OLBERMANN: Representative Rahm Emanuel, speaking on behalf of the Obama campaign in advance of the debates. Thank you for your time. And I'm sorry about the Cubs. I knew-I shouldn't have brought it up. I apologize.

EMANUEL: It's OK.

OLBERMANN: Howard Fineman with the latest shouts and murmurs from both campaigns. Chris Matthews with the wow finish as our COUNTDOWN to the debate continues here on MSNBC.

(COMMERCIAL BREAK)

OLBERMANN: An appropriate place to take a moment to thank you for helping us beat "The O'Reilly Factor" last night in the so-called advertising demographic, viewers 25 to 54, 931,000 to 829,000. You guys are the best.

The great debate within the great debate. Does John McCain reach down into a valise of mud and sling some? And if not, what on earth does he do? Howard Fineman with the latest murmurs from both camps. Chris Matthews on whether this is a game changer or game over. Our COUNTDOWN to the debate continues on MSNBC.

(COMMERCIAL BREAK)

OLBERMANN: The challenge was simple: say it to my face. Our No. 2 story on the COUNTDOWN, will John McCain take Barack Obama up on it tonight?

For weeks on the campaign trail, McCain and his vice-presidential choice have accused their opponent of everything from befriending terrorists to allowing voter fraud to not wanting victory to Iraq or in Iraq, to quote, "unconditional support for unlimited abortions." None of which has been said to the candidate directly.

(BEGIN VIDEO CLIP)

MCCAIN: Senator Obama said that-that Mr. Ayers was a guy in the neighborhood.

GOV. SARAH PALIN (R-AK), VICE-PRESIDENTIAL NOMINEE: Our opponent is someone who sees America as imperfect enough to pal around with terrorists who targeted their own country.

MCCAIN: I'm very worried about it. I'm very worried. And I'm worried about Senator Obama's connections with ACORN, and those should be fully explained, as well.

PALIN: Please, check out his record on partial birth abortion.

Just once, I would love to hear Barack Obama say he wants America to win.

(END VIDEO CLIP)

OLBERMANN: Joined now by our own Howard Fineman, also, of course, of "Newsweek" from our listening post at Hofstra University.

Howard, good evening.

HOWARD FINEMAN, MSNBC ANALYST: Hi, Keith.

OLBERMANN: That little clip there, we left out Hamas. We left out Reverend Wright. Is McCain going dirty tonight? Is there-is there conflict in his camp about that even now, whether or not he should?

FINEMAN: I think there's less conflict, Keith. I talked to a number of people, Republicans inside and outside the campaign. They're convinced that, unless he clinches for some reason, that McCain is going to go after Obama tonight. He's going to hope that Bob Schieffer, the moderator, raises any one of these. Let's say ACORN or-or Tony Rezko, the financier in Chicago or Bill Ayers, any one of them that is sort of laid on the table by Schieffer.

And at least the way I hear it, John McCain is going to back up the whole front-end loader and mention everything, though probably not, almost certainly not Jeremiah Wright, because that is one that he doesn't dare bring up or even respond. Only-only if Bob Schieffer does.

OLBERMANN: Why not abandon all of it? Because every poll shows that, whatever the economy has not taken out of the McCain campaign, his own tone has. And more importantly, unlike every other time you make a reference to this, whatever he says, Obama gets to respond this time.

FINEMAN: Well, the reason is, Keith, that John McCain has no choice. He has to keep his base solid. He has to get maximum turnout from all the voters he knows that he has, and he has to keep their emotions stoked, No. 1.

No. 2, this election now is about undecided voters, maybe seven or eight or 9 percent of the electorate. A lot of people feel that, those are older voters, those among them are older voters or white voters, are not going to vote for Barack Obama when they get in the voting booth. And McCain wants to give them a reason, any kind of reason, by the way, a nonracial reason not to vote for Barack Obama.

So that's what he's doing, backed up against the wall as he is.

OLBERMANN: The physical format. We talked about this earlier. Does it make it difficult, more difficult for McCain to just look Obama in the eye and say these things again, as he said them on the campaign trail? I mean, just to begin with, the fact we've only seen him look him in the eyes three times in the first two debates.

FINEMAN: Well, I was talking to a McCain strategist about this pretty high up in the campaign. He was trying to tell me it's an advantage.

If I can use a boxing analogy, the way you get at somebody with a long jab, the way you get somebody with long arms is to get inside them and to punch from the inside.

But the problem with that theory, as-as Linda Douglas of the Obama campaign was explaining to me, is that-is that McCain doesn't like that kind of contact. He doesn't like that kind of close proximity. And he always is a little too hot for that kind of situation.

If McCain is going to do that tonight, it's going to have to be in a calm demeanor, more in sorrow than in anger. You know, "My friend, I honor your patriotism and your family values, but you're just-have a blind spot. You just are-you're untested. You can't have this job."

Whether McCain could possibly pull off something like that, I tend to seriously doubt. It would be one hell of a performance if he were able to do something so out of character.

OLBERMANN: What offensively, would Obama do, or is offense not part of his equation tonight?

FINEMAN: It's not part of the equation, really, unless McCain attacks in a way that questions-makes the mistake of questioning Obama's patriotism or decency as an American citizen or family man. If McCain oversteps by one inch, Obama will level him with the comeback. And that's something McCain has to be very careful about tonight as he does go on the attack. Obama is very calm and very shrewd in counterpunching when he has to.

OLBERMANN: Howard Fineman of "Newsweek" and MSNBC. We'll see you right after the debate. Thank you again, Howard.

FINEMAN: Thank you, Keith.

OLBERMANN: The David S. Mack Sports and Exhibition Complex at Hofstra University in Hempstead, New York. Chris Matthews joins me to wrap up our COUNTDOWN to the debate, next.

(COMMERCIAL BREAK)

OLBERMANN: The first ever general election presidential debates of the modern history of this country, 1960, setting a record not yet surpassed for face-offs between then Vice President Nixon and then Senator Kennedy.

Tonight, of course, the third and final presidential debate of this current general election, the 49th overall, including all those primary season cattle calls and candidate forums.

Our No. 1 story in the COUNTDOWN, a debate on the economy and domestic issues moments away. Likely the last time senators McCain and Obama will speak to one another until one of them concedes on election night, presuming that does happen on election night.

Let's turn to my colleague, the host of "HARDBALL," Chris Matthews.

Good evening, Chris.

CHRIS MATTHEWS, HOST, "HARDBALL": Good evening. I've got to tell you a great little story, Keith. The first Nixon-Kennedy debate was in 1947 in McKeesport, Pennsylvania. After the debate, they took the midnight train back to Washington together, Dick Nixon and Jack Kennedy, and they split the bunks. Kennedy got the top bunk, Nixon got the bottom bunk. Next time you see "North by Northwest," don't think Eva Marie Saint, Cary Grant. Think Nixon and Kennedy.

OLBERMANN: Well, that just ruined "North by Northwest" for me. Let's hype (ph) this and the last three weeks. Why is this campaign not over? And why is this debate crucial rather than irrelevant?

MATTHEWS: Probably race. I think that's the unknown. Older voters, we know this, that if the election only involved people under 45, we wouldn't have to count the ballots. Barack would win by well into double digits. We know that if the election's only held among people over 65, no need to count the ballots: it's McCain by double digits.

We have to watch and see how older voters vote. We have to see if younger voters vote. Those are the unknowns. We know about the range of undecided voters. A lot of people believe, there were experts say that white voters who say today they're undecided will not vote for Barack Obama. So we have to see what happens. That's why it's an unknown.

OLBERMANN: Obviously. The McCain reference to "I'm going to kick his you know what" tonight, what does a John McCain "I'm going to kick his you know what" look like? We haven't seen one in this campaign. Not in this general campaign.

MATTHEWS: Well, the problem-the problem with telegraphing your punch like that is Barack Obama simply has to employ the proven strategy of attacking from a defensive position. You wait for your opponent to come at you with a set piece, like Reagan did against Carter and then you go, "There you go again, Mr. President." Or "I won't use your youth and experience against you-inexperience against you."

If you know your opponent is going to take the first shot, you are ready to be rooted for as the underdog, as the defender. The American people always rally to the person who attacks from a defensive position. Barack is in great position tonight to be in that place. Great position.

Especially with this guy telegraphing his punch tonight.

And Bob Schieffer, probably throwing out the puck.

OLBERMANN: I asked Rahm Emanuel this. How does-how does Obama approach tonight? I mean, what do you do when you've won all the other debates, you're up by nine to 14 points in the polls, your opponent never has the same campaign two day ins a row.

For Obama, is tonight about reinforcing the impression that has obviously sunk in to some degree that Obama is the calmest, coolest guy in the room?

MATTHEWS: I would ignore McCain. McCain will do what he has to do. Until he takes that shot, he will win if he comes back at him, attacking from a defensive position.

But, he should also employ his own offensive strategy. Barack still has to connect with the white guy, to be blunt. And the only way he's going to do it, they guy, not the women. The women are moving over. They're traditionally more Democratic. The white, conservative-or conservative Democratic vote, the Reagan Democrat, if you will, he's got to talk to that guy tonight to the exclusion of everybody else.

Talk to the guy who is worried about losing his job. Talk about the guy who has pride at being a husband and a bread-winner for his family, who takes tremendous, deep emotional pride in looking out for his family and saying, "I'm going to help you, sir, get that job done. I'm going to be the guy that keeps you working through this coming tough times. I'm going to help you be a man. I'm going to be with you in this tough fight ahead."

If he gets viscerally connected to that guy, race will fall aside. If he doesn't get viscerally connected to that guy, he will still be that remote presence from Chicago, somewhere they won't really connect with, and we don't know what's going to happen in that voting booth.

But he can still do it. He's got to connect viscerally with the pride that husbands and fathers feel about providing for their families. It's very traditional. I know. And today, men and women's-divide their responsibilities for the family and bread winning, but the male voter is out there. The white male voter wants to be a provider. He has to say, "I'm going to help you be a provider, sir. I can help you be the guy you want to be."

It's got to be a personal statement. If he does that tonight, it doesn't matter what the hell John McCain does.

By the way, I cannot believe, an (UNINTELLIGIBLE) and you got him to say that John McCain is a grumpy old man in his slippers. What an image. I mean, he's like a cartoonist drawing that picture, the guy But it has been the way, I think, that Joe Biden has been portraying him, as lurching around across the room, and the other guy has been portraying him as erratic. They're painting their own caricature of their opponent, as well as the Republicans are.

OLBERMANN: And incidentally, there is no caricature of Senator McCain that he likes less than that particular one, as you and I both know.

MATTHEWS: What, Mr. Wilson? Mr. Wilson? "Dennis, get off my lawn"?

OLBERMANN: Grandpa Simpson. Old man yells at clown. The whole thing.

All right. Chris Matthews in Hempstead at Hofstra, we'll talk to you later. Thanks, Chris.

MATTHEWS: Good night, colleague.

OLBERMANN: Chris will be back after the debate with a special edition of HARDBALL at midnight Eastern. I will rejoin you for the special post-debate edition of COUNTDOWN that will precede it at 11 Eastern, 8 Pacific. If you followed that, it's COUNTDOWN, not "HARDBALL."

That is COUNTDOWN for this, the 1,995th day since the declaration of "mission accomplished" in Iraq. For the moment, 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.

END

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