updated 3/16/2012 2:03:47 PM ET 2012-03-16T18:03:47

Guests: John Heilemann, Krystal Ball, Toure, Bob Vander Plaats, Sen. Jeanne Shaheen, Nina Turner, Davis
Guggenheim

LAWRENCE O`DONNELL, HOST: OK, Republicans, spring training is over,
and the president is ready to play ball.

(BEGIN VIDEOTAPE)

LUKE RUSSERT, NBC NEWS: The president`s re-election team unleashed
its top attack dog today.

JOSEPH BIDEN, VICE PRESIDENT OF THE UNITED STATES: I`m back, you`re
back, and the industry`s back.

UNIDENTIFIED FEMALE: Vice President Biden hits the campaign trail in
Ohio.

UNIDENTIFIED MALE: The vice president is heralding the auto industry.

BIDEN: The verdict is in -- President Obama was right and they were
dead wrong.

UNIDENTIFIED MALE: The president is talking about gas prices.

BARACK OBAMA, PRESIDENT OF THE UNITED STATES: There is no such thing
as a quick fix when it comes to high gas prices.

UNIDENTIFIED MALE: We are really getting a kickoff to the Democratic
side of the campaign today.

OBAMA: We`re starting to see a lot of politicians talking a lot but
not doing much.

UNIDENTIFIED FEMALE: He didn`t have to name names.

UNIDENTIFIED MALE: They`re going after the three guys by name right
now.

UNIDENTIFIED FEMALE: Because Vice President Joe Biden did.

BIDEN: Mitt Romney, Rick Santorum, Newt Gingrich.

UNIDENTIFIED MALE: Newton Leroy Gingrich.

UNIDENTIFIED MALE: Should Newt Gingrich get out of the race --

(LAUGHTER)

UNIDENTIFIED MALE: -- In order to unify conservatives?

UNIDENTIFIED MALE: I don`t think Newt`s going to get out.

UNIDENTIFIED MALE: He needles at Rick Santorum. He does divide that
conservative vote.

UNIDENTIFIED MALE: This is his last hoorah. He`s having fun.

UNIDENTIFIED MALE: This is a bit personal between him and Mitt
Romney.

MITT ROMNEY (R), PRESIDENTIAL CANDIDATE: Guess what, I made a lot of
money. I`ve been very successful. I`m not going to apologize for that.

UNIDENTIFIED MALE: Oh, now, he`s talking about how rich he is.

UNIDENTIFIED MALE: I`ve got money, so what?

CHUCK TODD, NBC NEWS: Just like Al Gore, Mitt Romney`s taking too
much advice.

UNIDENTIFIED MALE: At the end of the day, Republicans want to beat
Barack Obama and we`re going to rally behind him.

(SINGING)

(END VIDEOTAPE)

O`DONNELL: Martin Short, ladies and gentlemen.

If you think the Republican clown car of Republican presidential
candidates had problems before today, well now the "A" team is coming after
them. President Obama and Vice President Joe Biden delivered speeches at
exactly the same time today. The president`s speech was to a community
college audience in Maryland, addressing the latest campaign issue:
gasoline prices.

The president gave a colorful, easily understandable speech, but still
is not comfortable naming names when it comes to his opponents.

(BEGIN VIDEO CLIP)

OBAMA: A lot of the folks who are, you know, running for a certain
office --

(LAUGHTER)

OBAMA: -- who shall go unnamed, they`ve been talking down new sources
of energy.

If some of these folks were around when Columbus set sail, they must
have been founding members of the Flat Earth Society. They would not have
believed that the world was round.

(END VIDEO CLIP)

O`DONNELL: For once, the vice president`s speech was actually the
more important political moment of the day, because it took place in the
battleground state of Ohio and it was Joe Biden unleashed. He was
obviously authorized to kick ass and give names.

(BEGIN VIDEO CLIP)

BIDEN: Mitt Romney, Rick Santorum, and Newt Gingrich -- these guys
have a fundamentally different economic philosophy than we do. Simply
stated, we`re about promoting the private sector. They`re about protecting
the privileged sector.

(APPLAUSE)

BIDEN: We are for a fair shot and a fair shake. They`re about no
rules, no risks, and no accountability.

I want to tell you what`s real bankruptcy -- the economic theories of
Gingrich, Santorum, and Romney. They are bankrupt.

(APPLAUSE)

BIDEN: If you give any one of these guys the keys to the White House,
they will bankrupt the middle class again.

(END VIDEO CLIP)

O`DONNELL: The Biden speech was in Toledo, where thousands of jobs
were saved by the Obama administration`s support of the auto industry.

(BEGIN VIDEO CLIP)

BIDEN: Governor Romney was more direct -- let Detroit go bankrupt.
Newt Gingrich said, quote, "a mistake".

But the guy I work with every day, the president, he didn`t flinch.
This is a man with steel in his spine.

He made the tough call, and the verdict is in -- President Obama was
right, and they were dead wrong.

America is coming back. Workers, worker by worker, home by home,
community by community, this country is coming back -- because of you. Go
build those cars.

(END VIDEO CLIP)

O`DONNELL: Joining me now, "Game Change" co-author and MSNBC
political analyst, John Heilemann, former Virginia congressional candidate
and current MSNBC contributor Krystal Ball; and contributor at Time.com and
author of "Who`s Afraid of Post-Blackness," Toure.

Thank you all for joining me.

John Heilemann, this seems like a major turn in the ticket. The
Democratic ticket just couldn`t sit in the dugout waiting for the guys to
get this game started and they just ran out.

JOHN HEILEMANN, MSNBC POLITICAL ANALYST: Here we go. There`s nothing
better in the world than Joseph Biden on fire. You know, he`s -- he`s --
you know, he`s in Ohio today. I think, you know, Ohio, Pennsylvania,
Florida -- he might as well take up residence in the three states because
they`re the places where he`s going to spend a lot of time.

And they are ready to get going. And I think they`re starting to get
-- part of the reason they`re getting ready to get going because it`s now I
think abundantly clear to them that for all of the (INAUDIBLE) on the
Republican side, that Mitt Romney is going to be the nominee, and there`s
no point in waiting. We can`t wait.

O`DONNELL: And they cannot wait.

Biden is talking about Romney today. Let`s listen to Biden talking
about Romney and Bain Capital.

(BEGIN VIDEO CLIP)

BIDEN: Governor Romney says, the market, Wall Street, quote, "will
help lift them out".

Wrong. Any honest expert will tell you, in 2009, no one was lining up
to lend General Motors or Chrysler any money or for that matter, to lend
money to anybody. That includes Bain Capital. They weren`t lining up to
lend anybody any money, either.

(END VIDEO CLIP)

O`DONNELL: Why is this so much fun, Krystal, just hearing them say
the names and Bain Capital?

KRYSTAL BALL, MSNBC CONTRIBUTOR: It`s exciting. I mean, especially
for political observers to be like, OK, finally we`re coming to a place. I
think this is the signal that they recognize. The Republican nomination
battle is drawing to a close.

Mitt Romney, battered, bruised, crawling across the finish line as he
is, he looks like he`s likely to get there. We`re seeing what the line of
attack is going to be, and it`s an attack, quite frankly -- thank you very
much -- that Newt Gingrich warmed up for us. That`s effective. He fits
with Romney.

He fits as the financier, plutocratic, out of touch guy in contrast to
Joe Biden, for example, who I think really has a gift at connecting to
folks in Ohio and the Midwest.

O`DONNELL: He did today. Toure, it`s fascinating thing about the
schedule.

You send the vice president out to give the hottest political speech
of the year so far for their team.

TOURE, AUTHOR: Yes.

O`DONNELL: At the very same time, you schedule the president of the
United States, making sure to -- to give a speech -- making sure all of
cable news will not zero in on Biden, what, just in case he makes some kind
of Biden mistake or something? Was that like a little protection scheme
for keeping Biden off live coverage?

TOURE: Absolutely. He`s trying out the lines. He`s trying out what
we`re going to do, what we`re going to say, what is going to work. It`s a
focus group sort of thing.

And the thing that really jumped off the page for me was the line -- a
man with steel in his spine. It`s visual. It`s alliterative. It`s a
little bit of poetry.

But it is also very deep sort of in a way that the Democrats cede the
spine issue to the Republicans, that we`re the smart ones, but they`re the
tough ones. That doesn`t usually work.

When we have a Democrat willing to say we are the tough ones and
things like killing bin Laden bolster that line of attack, and propping up
Detroit bolsters that line of attack -- you know, we are the tough ones.
They`re the effete one.

We`re already talking about Romney. But it works for Santorum as
well.

BALL: Well, I was just going to say, it`s interesting also in
contrast to Obama`s position in 2008, because frankly, in 2008, Hillary
really wanted to project the image of strength. I would say that she
actually came off in some ways as stronger than candidate Obama.

So, now he is in because of his record of accomplishment, he is in a
great position to position himself as the strong one in the field.

O`DONNELL: And the steel in the spine thing comes on the same day
that they release Davis Guggenheim`s little documentary showing that
decision-making process that went in to going after Osama bin Laden. We`re
going to show that later in the show.

I want to hear, there`s so much great Biden. I want to get Biden on
Rick Santorum. We got to hear this.

(BEGIN VIDEO CLIP)

BIDEN: Senator Santorum said it was, and I quote, "a payoff to
special interests," end of quote. You know, it`s kind of amazing, Gingrich
and Romney and Santorum, they don`t get the facts get in their way.

Nobody knows better than you and your families the real price you paid
to allow this reorganization to take place. Plant closures, wage freezes,
lower wages. They know, everybody knows -- these companies would not be in
existence today without the sacrifices of all of you and the UAW that you
made.

(END VIDEO CLIP)

O`DONNELL: John Heilemann, would the Republicans be well advised to
just, you know what, let`s shut up about the whole auto bailout thing, this
payoff to special interest thing provokes Biden to come back like that?

HEILEMANN: Man, it`s a good advice, I think. They are going to lose
that argument. You know, we`ve on this show previously talked about the
fact that Michigan, which a state that, you know, in an ideal Republican
world is a state that should be a state that`s contestable is pretty much
off the table for them. And you`re seeing Joe Biden going after Rick
Santorum.

Rick Santorum -- there`s a possibility Mitt Romney will have to put
Rick Santorum on his ticket in order to get the nomination if things are
still really tight by the time we get there. Rick Santorum has a supposed
blue collar appeal.

And here`s Joe Biden who has something that Barack Obama doesn`t have,
which is blue collar appeal. And going straight at Rick Santorum, who`s
the best spokesman right now that the Republicans have for blue collar
interest. He`s saying, huh-uh, that`s not right, I`m the guy who can talk
about white working class sacrifice, anxieties, fears, in states that
matter across the Industrial Midwest, not just in Michigan, but in Ohio, in
Pennsylvania, in Indiana, in Illinois.

It`s -- I mean, if you put Joe Biden up against Rick Santorum, I think
I know who I like in the fight.

O`DONNELL: He`s the star of the day today. I want to get one more
bite of Biden outlining what is basically his closing argument. This is
the choice you face with these candidacies. Let`s listen to this.

(BEGIN VIDEO CLIP)

BIDEN: It`s a choice, a clear choice. A choice between a system
that`s rigged and a system that`s fair. A system that says everyone will
be held accountable for their actions, not just the middle class. A system
that trusts the workers on the line instead of listening to the folks up in
the suites.

Folks, that`s the choice. It`s a stark choice. And in my mind, it`s
not even a close call.

(END VIDEO CLIP)

O`DONNELL: Who better to send out there to give that speech?

TOURE: I mean, you know, when we`re running against Mitt Romney, the
guy from the suites, I mean --

HEILEMANN: The guy who owns the suite.

TOURE: Who owns the suite. My question is, why does Biden keep
referencing Gingrich who clearly has no chance to win and is just sort of a
dead man walking and in it for his last chance to run around the track one
more time? Why not also mention Ron Paul and Herman Cain and Rick Perry?

BALL: Gingrich is such a fun boogeyman, though, honestly.

One other thing, I lived in Ohio for a while and I was there recently,
and you know what I was struck by? Parts of Ohio have not had good
economic news literally in decades. And their unemployment rate has gone
from 10.6 percent down to 7.9 percent. And people are feeling not like,
you know, we`re done and mission accomplished, but they are definitely
feeling like things are headed in the right direction and the president`s
policies are a big piece of that puzzle.

O`DONNELL: That`s where we have to leave it for this segment.

Toure, Krystal Ball, and John Heilemann, thank you all for joining me
tonight.

BALL: Thank you.

O`DONNELL: Coming up: Ohio Senator Nina Turner who is fighting the
Republican crackdown on contraception by introducing a bill that would
require men to pass certain tests in order to obtain Viagra, including a
test of exactly how hard it is for them to function without Viagra.

And what hath Limbaugh rot? How Rush Limbaugh highlighted a need for
a women`s voice in our politics.

And an exclusive tonight: the director about the just released
documentary about President Obama`s first term, "The Road We`ve Traveled" -
- Davis Guggenheim is here.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIPS)

JON STEWART, COMEDIAN: Why won`t Gingrich quit? Because if you think
about it, he`s actually kind of winning.

NEWT GINGRICH (R), PRESIDENTIAL CANDIDATE: The fact is in both
states, the conservative candidates got nearly 70 percent of the vote.
Between Santorum and myself, we will get over two-thirds of the delegates
and the so-called front-runner will get less than one-third of the
delegates.

STEWART: Right, but you don`t get to add Santorum`s vote to yours to
make it sound impressive. It means that between me and LeBron James last
night, we scored 36 points.

(END VIDEO CLIPS)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

RICK SANTORUM (R), PRESIDENTIAL CANDIDATE: One of my opponents
recently said -- that it would take an active God for me to win this
primary. I agree with him.

(END VIDEO CLIP)

O`DONNELL: Rick Santorum may be betting that God is on his side, but
not if god is a moderate Republican according to a new poll released by the
Pew Research Center.

Rick Santorum has a problem inside his own party -- 20 percent of
Republicans who currently support Romney say that if Rick Santorum wins the
Republican nomination, they will likely switch sides completely and vote
for President Obama. That is almost double the 11 percent of Santorum
supporters who say that they would vote for President Obama if Romney is
the Republican nominee.

That`s why the Red, White, and Blue super PAC that supports Rick
Santorum doesn`t dare say anything specific about what Rick Santorum would
actually do as president.

(BEGIN VIDEO CLIP)

NARRATOR: Meet the real Mitt Romney -- supported the Wall Street
bailout, putting America trillions in debt, raised job killing taxes and
fees by $700 million, leaving Massachusetts over a billion in debt, his
health care takeover, the blueprint for Obamacare. Mitt Romney, more debt
in taxes, less jobs, more of the same.

Rick Santorum -- a bold plan for the middle class, create dynamic jobs
and cut wasteful spending. Rick Santorum for president.

Red, White, and Blue Fund is responsible for the content of this ad.

(END VIDEO CLIP)

O`DONNELL: Joining me now is Bob Vander Plaats, president and CEO of
the Family Leader, who endorsed Rick Santorum before the Iowa caucuses.

Bob, you were onboard early for the Santorum surge. Do you fear that
Rick Santorum has already gone too far in a conservative direction when you
hear these polling numbers about Romney supporters that would abandon the
party over Rick Santorum?

BOB VANDER PLAATS, SANTORUM SUPPORTER: No, I really don`t. What it
is, we`re in the midst of a heated primary battle, and so people are lining
up with their candidate and they`re doing so vigorously.

I think what people are finding out with Rick Santorum, why he`s doing
so well, is that they trust him, they like him. He`s a great family man.
He`s experienced. He`s knowledgeable.

And I think he`ll win in those tossup states of Pennsylvania and Ohio,
and I think has why people are giving him that shot he needs to be the
nominee of our party.

O`DONNELL: Now, everybody`s saying you guys need Gingrich out of the
race to get the one-on-one and the Gingrich support. We showed last night
you`d probably get about 57 percent of the Gingrich support. But Romney
would get pretty much the rest of it.

I think there`s another reason to keep Gingrich in, which is when you
get to those gaffes that the candidates commit, and I`m going to play you
something that Rick Santorum said in Puerto Rico. Let`s listen to this.

(BEGIN VIDEO CLIP)

SANTORUM: They`d have to speak English. That would be a requirement.
It`s a requirement we put on other states as a condition for entering the
Union, if you`re going to participate as a state in the United States, then
you need to participate in the language that people speak in the states.

(END VIDEO CLIP)

O`DONNELL: See, now, with this crowded race, when he says something
as completely wrong as that -- and I`m being charitable when I phrase it
that way -- it will go away faster. There is no requirement that any state
have an official language of English in order to be admitted to the Union.
There never has been. Puerto Rico could be admitted to the union without
that.

And what he doesn`t know, what he doesn`t know, and what you could
have learned in this makeup room here tonight, is that all students in
Puerto Rico are required to learn English in order to graduate. It is a
mandatory school curriculum now.

VANDER PLAATS: First of all, we applaud Puerto Rico for doing that,
because English, as you know, makes us a melting pot of the country. I
come from the Dutch heritage, and even though my ancestors spoke Dutch,
they wanted us to learn English to be the melting pot.

As far as Newt Gingrich getting out of the race, that`s Newt`s call.
I mean, Newt and I are very good friends. I`ve always said Mitt Romney
does not want a one-on-one especially with Rick Santorum. We said that
back in Iowa. As long as conservatives divide up the vote, it`s going to
prop up Romney.

But I will say this -- had Gingrich been out of this race, Michigan`s
in Santorum`s column, Ohio is in Santorum`s column, Alabama and Mississippi
are 2-1 Santorum and this race is completely different.

O`DONNELL: I agree if you just do the math. A clip like that shows
you there`s a difference.

You know, Romney I think has been reasonably well-prepared to be a
front-runner. He does have those crazy gaffes about $10,000 bets. All the
rich guy stuff is what he`s constantly doing, right? But basically he runs
pretty smooth.

The question is, is Rick Santorum really ready for the focus he would
actually get in a one-on-one race, which is greater than the press and
media focus he`s getting now?

VANDER PLAATS: I think completely. And the reason, as I wrote in an
opinion editorial for the "U.S. News & World Report" is because of the
trust factor. People trust Rick Santorum. If he makes a mistake, they
still trust. They know where he`s at.

Mitt Romney has been running for president for a long time. He`ll
morph himself into the candidate he needs to be depending on the campaign
he`s in -- which sends a message to us, we probably can`t trust him.
That`s why Mitt Romney can`t close the deal.

He can`t -- I mean, with conservatives, he can`t be trusted. And so,
therefore, until he does that, and I don`t think there`s enough time to it,
that`s where Santorum`s besting Romney now.

O`DONNELL: Bob Vander Plaats -- thank you very much for joining me.

VANDER PLAATS: I appreciate it.

O`DONNELL: Coming up, a woman who entered a bill in the Senate, that
would require men to pass embarrassing tests in order to obtain Viagra.

And in the "Rewrite" -- how the behavior of Rush Limbaugh was the best
reminder possible of how important the voices of women are to the American
political process, and how some Oscar winners have found a way to say that
with music.

And later, a LAST WORD exclusive: Director Davis Guggenheim joins us
to talk about "The Road We`ve Traveled," his short film about President
Obama`s first term that was released tonight.

(COMMERCIAL BREAK)

O`DONNELL: Nina Turner is an Ohio Democratic senator who`s fighting
back in the attack against contraception by introducing a bill that will
require men to pass some very embarrassing tests to prove just exactly how
hard it is for them to be men without Viagra. Senator Turner joins me
next.

In the "Rewrite" tonight, how Rush Limbaugh has given the country a
much-needed reminder of the importance of women`s voices in politics and
government.

And THE LAST WORD tonight will be a happy birthday to America`s oldest
kid.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

SEN. PATTY MURRAY (D), WASHINGTON: Many of us women have come to this
floor so many times over the last few weeks to fight back against attempts
to turn back the clock when it comes to women`s health care, as the senator
from California just talked about.

I`m disappointed that these issues keep coming up. But I know I stand
with millions of men and women across the America who remain ready to
defend the gains we have made over the last 50 years, and who think we
should be moving forward, protecting and supporting more women and
families, not moving backwards.

That`s what this bill does.

(END VIDEO CLIP)

O`DONNELL: The bill Senator Murray is talking about is the Violence
Against Women Act. She and six other women senators took to the floor
today to demand quick action on its reauthorization. Created by then-
Senator Joe Biden, the act was first passed in 1994 to provide states with
funding to combat domestic violence and sexual assaults.

Since then, it`s been reauthorized with bipartisan support. But last
month, it passed the Judiciary Committee with only Democratic support. All
eight Republicans on that Senate committee voted against it.

The latest outbreak of Republican insanity is in the Arizona State
Legislature, where a bill has passed the House and is moving to the Senate
that would allow an employer to fire a woman for using birth control. It
would actually allow that.

And in order for her to obtain birth control, to be covered, the woman
would have to prove in Arizona that -- to her boss, prove it specifically
to her boss that she is actually using birth control only for a medical
condition. All of this madness has inspired Ohio State Democratic Senator
Nina Turner to introduce a bill in the Ohio Senate that would require men
who want Viagra to have one of their sexual partners certify that there`s a
problem, undergo a stress test, and meet with a sex therapist, among many
other delightfully embarrassing requirements.

Joining me now is the woman who wrote that bill, Ohio State Senator
and Minority Whip Nina Turner. And from Washington, D.C., New Hampshire
Democratic Senator Jeanne Shaheen. Thank you both for joining me tonight.

NINA TURNER, OHIO STATE SENATOR: Thank you, Lawrence.

SEN. JEANNE SHAHEEN (D), NEW HAMPSHIRE: Thank you.

O`DONNELL: Senator Turner, first to you. With all due respect, this
is the single funniest piece of legislation I have ever read. I want you
to brief the audience on some of the requirements you have in here. Men
will have to prove, it seems to me, a great deal, that they will actually
not want to prove in order to obtain Viagra.

TURNER: Well, Lawrence, I want to make sure, because for far too long
female legislators have been a abdicating their responsibility to make sure
that we show the same type of love in the productive health category as
they`ve us over the years.

So I certainly want to make sure that we guide men to make the right
decisions. So included in this bill, besides the things that you just
named, is that they will have to have a deep and long conversation with
their physician about the possible side effects and risks of such drugs,
and including alternative therapy, such as natural remedies or celibacy.

They would also have to undergo a cardiac stress test every time --
every 90 days, as long as they are on the medication. And then they would
also have to make sure -- that record would stay in their medical files,
just so that they would have a keen understanding of all the risks
associated -- possible risks, I should say, associated with Erectile
Dysfunction drugs.

O`DONNELL: It sounds like you want to just take better care of them.
A stress test every 90 days; I mean, that sounds like you`re just keeping
an eye out for them.

TURNER: Just trying to guide them, Lawrence, because obviously they
can`t make the right decisions without government telling them what to do.

O`DONNELL: Exactly. In the Senate today, Senator Lisa Murkowski was
the only Republican to take the floor today and speak in support of the
Violence Against Women Act. Let`s listen to that.

(BEGIN VIDEO CLIP)

SEN. LISA MURKOWSKI (R), ALASKA: Madame President, I, too, believe
that the Senate needs to take up the Violence Against Women Act. But I do
feel strongly that we need to do it on a bipartisan basis. I`m a co-
sponsor of this bill. I know some of my colleagues have some concerns.

I have said that we need to take these concerns into account, so that
we can have -- we should have, an overwhelmingly bipartisan bill. This is
too important an issue for women and men and families that we not address
it.

(END VIDEO CLIP)

O`DONNELL: Senator Shaheen, has the Violence Against Women Act gotten
caught up in this crazy gender politics that we`ve seen break out on
Capitol Hill ever since Darrell Issa would not allow Sandra Fluke to
testify?

SHAHEEN: Well, I hope not. The fact is, the Violence Against Women
Act has been very bipartisan, when it was first signed in 1994, when it was
reauthorized in 2005. As you pointed out, Senator Murkowski, who`s a
Republican from Alaska, came to the floor today to speak with us in support
of the legislation. It has Republican co-sponsors.

So this is the kind of issue that we all ought to be able to agree on.

O`DONNELL: And Senator Turner, in what you`ve been watching around
the country, what provoked you? What pushed you to the point where you
said, I have to get out there with this bill about Viagra? There`s a point
that I have to make here, because you were pushed to it.

Has it been coming from what you`ve been seeing in Washington, what
you saw in Arizona, these other states that are taking these actions?

TURNER: All of the above, Lawrence. All of these regressive tactics
that our right-wing Republicans are taking, particularly males who don`t
have a clue about what it takes to be a woman. Obviously they have some
type of hate going on with women.

I would say to men who have mothers, men who have daughters, men who
just love and respect women, that this track that we`re going on in this
country is absolutely outrageous. So, yes, I was motivated by the greater
sex. And since poverty doesn`t matter to them, and educating our children
certainly doesn`t matter to them, only the regulation of a woman`s womb, I
thought, my goodness, we need to spread the love to men and make sure we
guide them to make the right decisions.

Lawrence, we should be absolutely embarrassed as a nation that we are
going backwards in time instead of forward. And to treat women as if we`re
feeble-minded and incapable of making decisions for our bodies is shameful.

O`DONNELL: Let`s listen to the global perspective that Secretary of
State Hillary Clinton gave this over the weekend.

(BEGIN VIDEO CLIP)

HILLARY CLINTON, SECRETARY OF STATE: Why extremists always focus on
women remains a mystery to me. But they all seem to. It doesn`t matter
what country they`re in or what religion they claim. They all want to
control women.

They want to control how we dress. They want to control how we act.
They even want to control the decisions we make about our own health and
our own bodies.

Yes, it is hard to believe, but even here at home, we have to stand up
for women`s rights and reject efforts to marginalize any one of us, because
America needs to set an example for the entire world.

(END VIDEO CLIP)

O`DONNELL: Senator Shaheen, do Republican senators, who often have
cooler heads than Republican House members, recognize that the worst
Republican political mistake made on Capitol Hill this year was Darrell
Issa in the House not allowing Sandra Fluke to testify?

SHAHEEN: Well, you know, it`s not clear to me. I think the fact is
that most women, most families in this country believe that health care
decisions should be made by women, with their families, with their
physicians, that government should not have a role in that beyond being
supportive and setting in place policies that help with women`s health and
the health of the people of this country.

So I think what we`ve heard from in states like Arizona, those people
represent an extremist point of view. And hopefully they don`t reflect
where most people are in this country.

O`DONNELL: New Hampshire Senator Jeanne Shaheen, and Ohio State
Senator Nina Turner, thank you both very much for joining me tonight.

SHAHEEN: Thank you.

TURNER: Thank you.

O`DONNELL: Coming up, the Obama campaign has just released a short
documentary about the president`s first term. The Academy Award winning
director of that short film will join me in a LAST WORD exclusive.

And next, in the Rewrite, Rush Limbaugh has made it clearer than ever
how important it is to have women`s voices in politics and government. And
some Academy Award winning musicians have found a way to say that in song.
That`s next.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

STEPHEN COLBERT, "THE COLBERT REPORT": Do you think Romney`s suburban
moderates can hold off the downstate Tea Party conservatives?

KERMIT THE FROG, CARTOON CHARACTER: Seriously, Stephen, you see, I
don`t really talk politics. I`m an amphibitarian. Yes, we`re not partisan
except when it comes to pigs.

COLBERT: Don`t act like you don`t know these candidates. You worked
with Mitt Romney for years. OK?

(END VIDEO CLIP)

O`DONNELL: In tonight`s Rewrite, Rush Limbaugh can thank the heavy
hand of House Committee Chairman Darrell Issa for creating Limbaugh`s
firestorm of bad publicity and exit stampede of his advertisers, because it
was only after Darrell Issa made the colossally idiotic mistake of refusing
to allow a woman`s voice to be heard at his hearing on contraception that
Rush Limbaugh felt compelled to attack Georgetown Law Student Sandra Fluke.

Rush knew nothing about Sandra Fluke other than a Republican committee
chairman suppressed her voice. That was good enough for Rush to go on the
attack. Rush and Darrell Issa inadvertently gave the country a much needed
reminder of the importance of a woman`s voice in our political and
governing decision making.

When Barbara Boxer started running for the Senate, there was one
Democratic woman and one Republican woman in the Senate. And when Barbara
Boxer was sworn in as a senator, suddenly there were five Democratic women
in the Senate. On one election night, the Senate was transformed into a
place where women had a real shot at getting elected and earning power.

Today, there are 12 Democratic women and five Republican women in the
United States Senate. Barbara Boxer would like to see that number go up
to, oh, say, maybe 51 percent, which is the female percent of the
population in this country.

Senator Boxer has created a video with a little help from her friends
to emphasize the importance of a woman`s voice in our politics. The
video`s soundtrack is a song composed by music Oscar winners Marvin Hamlish
and the husband and wife team of Alan and Marilyn Bergman.

By the way, this is not the Bergman`s first venture in song writing
for free that`s about empowering women. They actually wrote the very best
school song I`ve ever heard for the Archer School For Girls in Los Angeles.
Their new song is entitled "A Woman`s Voice."

(BEGIN VIDEO CLIP)

(SINGING)

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

TOM HANKS, ACTOR: As president, the tough decisions that he would
make would not only determine the course of the nation, they`d reveal the
character of the man. The first decision, where to begin?

RAHM EMANUEL, MAYOR OF CHICAGO, ILLINOIS: Which is one? Which is
two? Which is three? Which is four? Which is five? Where do you start?

What I love about the guy, he says, we`re going to do them all.
Because we got to do them all. We don`t have a choice to pick.

(END VIDEO CLIP)

O`DONNELL: That is from "The Road We`ve Traveled," a video released
tonight on the Obama re-election website. Joining me now for an exclusive
interview, the director of that video, Davis Guggenheim, Academy Award
winning director of "An Inconvenient Truth" and "Waiting for Superman."

Thanks for joining me tonight, Davis. I want to go to the scene where
you tell the story of how the president approached the decision to go after
Osama bin Laden. Let`s look at that.

(BEGIN VIDEO CLIP)

JOE BIDEN, VICE PRESIDENT OF THE UNITED STATES: And they say, well,
49 percent chance he`s there, 51 -- it`s a close call, Mr. President. As
he walked out the room, it dawned on me, he`s all alone. This is his
decision. If he was wrong, his presidency was done. Over.

BARACK OBAMA, PRESIDENT OF THE UNITED STATES: Today, at my direction,
the United States launched a targeted operation that killed Osama bin
Laden, the leader of al Qaeda. A small team of Americans carried out the
operation with extraordinary courage and capability. No Americans were
harmed.

UNIDENTIFIED MALE: They`ve been planning this operation for more than
eight months. But in the end, it came down to a period of just 40 minutes
when it could either be a major success or a disastrous failure.

OBAMA: A lot of people have asked, how did you feel when you first
heard that it was bin Laden and he had been killed? And the truth is, I
didn`t have time for a lot of feelings at that point, because our guys were
still in that compound. And it wasn`t until I knew that they were across
the border, they were safe, everybody was accounted for, including the dog,
that, you know, I allowed some satisfaction.

(END VIDEO CLIP)

O`DONNELL: Davis, it seems your mission was to create a piece for the
campaign that tells a fuller story than they could possibly do in 30-second
commercials.

DAVIS GUGGENHEIM, DIRECTOR, "THE ROAD WE`VE TRAVELED": That`s right.
And you know, I was a history major. So I -- you know, in college, I was
reading about all the great presidents and all the great leaders. I think
the frustrating thing for a lot of us is that we look at our candidates
right now through a very narrow lens and often a very dirty lens.

For me as a storyteller, I -- the opportunity for this thing is to
take a step back. Let`s look at his first term. Let`s look at the really
tough choices that this president made and see how it reflects on him and
on his character and on his presidency.

O`DONNELL: You get the feeling in the political media, and to some
extent possibly in the voters, that there isn`t really a functioning memory
that goes beyond 90 days. It seems like all political references refer to
something within that period, and there`s no credit earned for something
you did a year ago, two years ago, three years ago in our politics.

GUGGENHEIM: It`s -- and it`s -- in some respects, it`s the cable news
phenomenon, but it`s also, like, it`s me. It`s my life. You tend to read
the newspaper. I watch your show. And you tend to just get -- tend to
look at what`s happening this week. And you know, we go back to his
transition and he`s getting this -- in the first part of the movie, you go
to Chicago, he`s been -- he`s won the election and he`s meeting with his
economic team.

And they`re saying, everything`s collapsing. The banks are
collapsing. The auto companies are collapsing. You go, what is this young
president going to do and how is he going to handle this? And my God, that
was only three years ago.

And yet, I, you know, as a pretty avid reader, forgot about it, or
forgot how heavy it is and forgot that we are still sort of coming through
the early part of a great recession.

O`DONNELL: Yeah. And the full crush of what was happening to the
economy occurred after the presidential election. And it seems like our
political memory went into some sort of hibernation in that moment. And
this film vividly brings it back.

I want to go to a clip you have of the auto bailout. Joe Biden out
there today campaigning on it. It looks like it`s going to be a very
important part of the campaign. Let`s take a look at this.

(BEGIN VIDEO CLIP)

EMANUEL: A lot of conventional wisdom wanted to do what Mitt Romney
did, let it go, can`t be saved. Why put good money after bad?

BIDEN: Everybody, Democrats, Republicans, I mean, it was
overwhelming. Look at the polling number; do not rescue the automobile
industry.

ELIZABETH WARREN (D), CANDIDATE FOR SENATE: The president faced a
real risk either way he went. He fails to invest in the auto industry, it
implodes, the economy goes further down, and blood is on his hands. The
president invests, and the auto industry just can`t pull it out, that`s on
the president`s hands as well.

HANKS: But he knew who it would hurt the most and how devastating the
loss of a job can be to an entire family.

OBAMA: My grandparents taught me that a job is about more than just a
paycheck. They grew up during the Depression, so they would tell me about
seeing their fathers or their uncles losing jobs. Even if you have a
strong spirit, if you`re out of work for a long time, it can wear you down.

HANKS: He decided to intervene.

(END VIDEO CLIP)

O`DONNELL: Davis, the campaign limited you to 17 minutes, but when
I`m watching this, I get the feeling you got another two hours on the
cutting room floor, as they say, that you could easily put together.

GUGGENHEIM: Yeah, I mean, well, it was a challenge of putting
everything in. I mean, I like to expand on things and really get into it.
It`s, again, easy to forget that the polling in Michigan at that time, even
among Democrats, was don`t bail out the auto companies. And of course, the
famous Romney editorial.

And you think, well, that seems so easy in hindsight. It wasn`t easy.
And he -- you know, the polling people are telling Obama don`t do it, don`t
touch it. He says, no, I`m going to do this. And time and time again, you
see him looking past the quick political exigency, the quick political fix
and saying, what is good for the country long term?

And now there`s millions of people who have jobs because he made that
tough decision. And there`s a great moment in the movie where you make a
cameo at the end, declaring that GM is now the number one car company
worldwide in sales. And you see how that finally pays off.

But again, we have such a short-term memory. What`s exciting is
tonight there are hundreds of screenings of this movie, you know, small --,
small screenings in homes and in campaign offices, over 300 of them, where
people are getting to remind themselves and broaden their sense of who this
guy is and what kind of president he is.

O`DONNELL: Academy Award winning director Davis Guggenheim, thank you
very much for joining us tonight.

GUGGENHEIM: Thanks, Lawrence. Nice to be on your show.

O`DONNELL: Thank you.

And as the clock approaches midnight, I want to be the first to wish
this kid a happy birthday. Jerry Lewis` birthday is tomorrow and he will
be celebrated tomorrow night at the Fryer`s Club here in New York, where he
will surely be shown absolutely none of the respect that he very much
deserves.

The spark to all of Jerry`s work is that he has never lost touch, not
just with kids, but with being a kid, himself. America`s oldest kid turns
86 tomorrow. Happy birthday, Jerry.

END

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