updated 6/3/2013 12:32:30 PM ET 2013-06-03T16:32:30

HARDBALL
May 31, 2013

Guests: Ryan Grim, Kevin Cullen, Steve Israel, John Brabender

CHRIS MATTHEWS, HOST: It`s the economy, stupid.

Let`s play HARDBALL.

Good evening. I`m Chris Matthews in Washington.

"Let Me Start" tonight with that very point. It`s the economy, stupid.
Everything I`ve seen in politics tells me this. We can argue issues every
night here, but I know from experience it`s how people feel about their own
circumstances, whether they`re working or not, how prices are doing,
interest rates that determine whether they get to take the family out to
dinner on Friday night or they get to buy new shoes for the kids, whether
they get to go somewhere fun on vacation -- in other words, how happy
things are at home.

Well, right now, the numbers are looking a bit better. The value of your
house is probably heading upward because the average selling price is up
about 10 percent. Your 401(k) is probably doing a little bit better if
you`re retired because the stock market is. You`ve got a better chance of
finding, also holding, a job right now because the unemployment rate, which
still ain`t great, has come down from where it was down to the mid-7s.

So when somebody calls up, a pollster, for example, and asks whoever it is
how you`re doing, you`re more likely to say President Obama is doing a
better job on the economy, and that`s what`s going on right now. Will it
still be going on next November, when we have the next congressional
elections? We`ll see.

Jim Cramer is going to help us. He`s the host of "MAD MONEY" weeknights at
6:00 on CNBC. And U.S. Congressman Steve Israel is chairman of the
Democratic National -- well, Democratic Congressional Committee. Thank
you, gentlemen.

There`s strong indications the U.S. economy is on the upswing right now.
Gross domestic product rose nearly 2 percent and a half -- 2.5 percent in
the first quarter of 2013. The deficit is projected to be down, or it`s
only down to 642. A billion -- it was in the trillions. And that`s nearly
half of what it was in 2010.

Meanwhile, the Dow Jones, as I said, is finishing the month up 3 percent.
Consumer confidence is higher than it was ever since July of 2007. And
home prices, as I said, are up about 11 percent over the last year. That`s
the biggest increase in home prices in seven years.

Well, today, the president emphasized that measuring the country`s progress
on the economy is about than just the stock market. It`s about how
ordinary families are feeling. But he also made it clear the economy was,
indeed, picking up steam. Let`s watch him.

(BEGIN VIDEO CLIP)

BARACK OBAMA, PRESIDENT OF THE UNITED STATES: Over the past four-and-a-
half years, we`ve been fighting our way back from a financial crisis and an
incredibly punishing recession. The good news is, today our businesses
have created nearly seven million new jobs over the past 38 months. The
housing market is coming back. The stock market has rebounded.

Our deficits are shrinking at the fastest pace in 50 years. People`s
retirement savings are growing again. The rise of health care costs are
slowing. The American auto industry is back.

So we`re seeing progress, and the economy is starting to pick up steam.
The gears are starting to turn again, and we`re getting some traction.

(END VIDEO CLIP)

MATTHEWS: Let me go right to Jim Cramer. You know your stuff. I was just
thinking that opening question is my favorite tonight. I hope you can
answer it. The economy is getting a little better. It`s hard to sell, but
it is getting a little better. The question is, will it be still better
come next November?

JIM CRAMER, HOST, CNBC "MAD MONEY": Yes. As a matter of fact, a lot of
the things that you talked about at the top of the show, Chris, about
consumer confidence, house prices coming back, these are going to lead to
more jobs in the fall. It`s going to lead to more consumer spending.

It`s the beginning of what I think could be a good time, and the jobs will
start coming in the next six months.

MATTHEWS: This has been a long, testing, difficult period for people.
This has been a long, long slog now, for years now, since the financial
crisis. What does that do to the business cycle? Is there still a
business cycle where you can say it`s only going to last so long, enjoy it
while it lasts, before the next recession?

Is there any way to measure how long this recovery that you say is going to
get better is going to stay better?

CRAMER: Well, we still don`t have any small business hiring to speak of.
We don`t have small business creation. We don`t have any large commercial
real estate projects. Those have to happen before I can say that we`ve
even started the cycle.

Chris, what`s happened is we`re not as bad -- it`s not as tough as it`s
been. It can get better. But there are still many things that are not
working for people. We are still seeing only OK retail sales. We are not
seeing the job creation that we`d like. You mentioned that.

But you know what? It really does start to feel better now. It is better
than it was, Chris. And you can really -- the president`s got it right!

MATTHEWS: Well, let`s take a look at that. Steve Israel, Congressman, I
want you to look at these numbers because they`re good for your party and
probably good for the House running (ph). The president`s job approval on
the economy specifically is ticking up. According to a recent "Washington
Post"/ABC poll, 48 percent say they approve of the job he`s doing when it
comes to the economy and jobs specifically. It`s up 4 points since last
month, when a majority said they disapproved.

Now, this -- how do you -- how does that translate? My sense is it`s
environmental. People feel better about their own lives. Things are
getting better. They can buy a few things for the family. They`re more
likely to like the party in power, like the -- in fact, like the
president`s party.

REP. STEVE ISRAEL (D-NY), DCCC CHAIRMAN: Well, I agree with you, Chris.
Thank you for having me on. Look, home values are going up and the deficit
is going down, but there`s still a middle class that feels squeezed. Jim
is right, we can do better.

And so our message to House Republicans in the 2014 congressional elections
is very simple: Don`t screw this up. We need to build on our progress and
not engage in more partisanship. We need to push solutions instead of
ideology. And so as long as House Republicans make the decision that they
will no longer obstruct economic progress, that they will choose progress
rather than partisanship, then things can get even better than they are
now.

MATTHEWS: Let me bring up something with Jim Cramer now. And I want the
congressman -- you`re chairman of the campaign committee for the Democrats.
You want a majority, pick up that 17 seats so you can get the full majority
in the House.

Jim, this is a question -- I don`t know if we talked about it when we
bumped into each other in Puerto Rico a while back. But this is my saw.
This is what I believe in.

I look at the numbers, the low interest rate now -- you can get money if
you`ve got a good project. You`ve got a public employment that`s gone way
down. It keeps going down, the number of people who work from the
government. No matter what the BS comes from the right says, it`s going
down, the number of people working for the government. There are a lot of
people who are skilled out there who are out of work right now.

Why doesn`t this administration do something big the way Ike did it back in
the `50s? Why don`t we rebuild and build this country to begin to catch
up, just begin to catch up to Asia, where they have the bullet trains, and
Europe, where they have the TJV (ph) that goes 350 miles an hour and it
feels like you`re sitting still, where they have the chunnel going under
the English Channel, where Germany -- was just in Berlin. It`s a modern
city. you`d think they`d won the war. It`s a modern city. They`ve got
civil engineering on bridges, which is beautiful. They`ve got trains that
are spectacular. They got a new subway system.

Why can`t we compete with old Europe and new Asia in the kind of structure
we build for our economy?

CRAMER: Well, Chris...

MATTHEWS: Why not?

CRAMER: When Ike did it, he had the support of the Democrats.

MATTHEWS: Yes.

CRAMER: The Democrats were in favor of the interstate highway system.
What was amazing, Republicans gave more resistance, his own party. So you
know, I don`t think the president can go into Congress and say, Listen, we
want to do something big, when the Republicans want him to do something
small. So this is not the time when we have...

MATTHEWS: Well, shove it at them, then!

CRAMER: ... an Eisenhower in the White House...

MATTHEWS: Jim, shove it...

CRAMER: ... and a Democratic group of people...

(CROSSTALK)

MATTHEWS: Let the Republicans -- they`re the biggest no in history. Let
them be the no party, but the president is the building party.

I want to go back to Steve Israel, the congressman, on this. Your party --
the trouble is, you`re for immigration reform, which is a mixed bag. It
helps Hispanic people. It helps some people. But it`s not one issue that
really grabs the whole country`s attention and says, We`re going to rebuild
this country and look like the rest of the world again instead of falling
behind.

Why not? Why don`t we...

ISRAEL: You know, you are absolutely right...

(CROSSTALK)

MATTHEWS: Why don`t we call it the Obama bill?

ISRAEL: Well, he`s tried.

MATTHEWS: Where?

ISRAEL: He`s tried, but the Republican...

MATTHEWS: What`s the name of the bill? What`s the number?

ISRAEL: ... Party has said no.

MATTHEWS: Give me the number of the bill.

ISRAEL: Let me -- let me -- let me ask you a question, Chris.

MATTHEWS: I don`t see it. I don`t see it!

ISRAEL: If Republicans -- only a few dozen Republicans were willing to
vote for a hurricane recovery bill to rebuild homes and businesses that
were devastated in superstorm Sandy. They couldn`t even bring themselves
to rebuild homes and businesses that were destroyed by a storm.

What makes you think that they`re going to be willing...

MATTHEWS: OK...

ISRAEL: ... to make bold and big investments we should be making...

MATTHEWS: I think you`re chicken.

ISRAEL: ... in rebuilding 153,000 bridges falling apart?

MATTHEWS: Let me tell you why -- I`ll give you my answer to that. Ever
since Harry Truman, the Democratic Party stood for health care and got
votes on it. They didn`t get health care but they got votes on it. And
people said, We got to get it. We got -- finally, we got it under Obama.

You can promise things, you can urge things, you can fight for things and
not win. A lot of good people like Hubert Humphrey since 1948 fought for
Civil Rights, and Martin Luther King. They didn`t get it until `64, but
they fought for it. And everybody knew where they stood, darn it!

Why can`t the Democratic Party stand for jobs, at least? Let the other
party say no, and then you can have the jobs party against the no party.
Why are you so squeamish about this?

(CROSSTALK)

CRAMER: I mean, it`s $4 trillion in public works projects, $4 trillion
right now just in bridges and tunnels that every other country in the world
would love to be able to put people to work. Why not propose it?

MATTHEWS: I don`t get it!

CRAMER: Why not propose $4 trillion? Interest rates are real low. The
government can borrow the lowest on earth. Our country is the most solvent
country on earth! You`re right! Why don`t we try it?

MATTHEWS: Yes. I know. I don`t get it. Congressman Israel, I`m going to
go back to my problem. The French, which George W. with his limited IQ
made fun of the French all the time because they wouldn`t back him on his
stupid war.

Go to France. If you only get one vacation (INAUDIBLE) go watch the train
systems over there. Look at the chunnel. You`re under the English Channel
about 20 minutes. What have we got? Amtrak. It`s like a buckboard!

ISRAEL: Chris...

MATTHEWS: I said it last night.

ISRAEL: You`re...

MATTHEWS: It`s the crazy -- ricketiest old train in the world. I love it
because you get to relax for a couple hours, but it is an old system! Why
can`t we compete?

ISRAEL: We can. We can compete. Reid Felix (ph) wrote in his book, "Bold
Endeavors," every economic crisis this country has ever faced has been
solved with one thing, building things.

MATTHEWS: Right.

ISRAEL: America needs to get back into the business of repairing and
recovering.

Look, when the president of the United States tried to take us out of this
near depression with the American Recovery Act, what did Republicans do?
They voted against it and they did everything they could to take it down.

Now -- look, now is a chance for Republicans to quit trying to obstruct,
stop trying to get in the way of infrastructure and help us make progress.
We can have a Republican and Democratic bipartisan infrastructure
investment bill. We`re waiting for Republicans to work with us.

We can create 47,000 jobs for every billion-dollar investment in
infrastructure. We can do it now. The Republicans need to start
compromising...

MATTHEWS: OK...

ISRAEL: ... and get away from ideology.

MATTHEWS: A great New York Democrat ad man used to say, replace the smell
of decay with the smell of construction. We know what the smell of...

(CROSSTALK)

CRAMER: Can we do it with the smell of natural gas, Chris?

MATTHEWS: ... dirt being moved and stuff getting done. We got to -- huh?

CRAMER: Natural gas. If we did it, we could smash OPEC, put two million
people to work, clean the skies, lower carbon dioxide! Happen like this!
But the president`s kind of...

(CROSSTALK)

MATTHEWS: Big. Big is what`s missing.

Anyway, for four years, Republicans criticized Democrats in the U.S. Senate
for not putting out a budget. Well, this year, the Democrats did put out a
budget. And the next step, of course, was for the Democrats and the
Republicans in both houses, the House and the Senate, to get together on an
agreed-upon budget and hammer out a deal.

But for some senators like Ted Cruz, that idea sounds almost sinister.
Talk about being a no person!

Let`s watch Cruz.

(BEGIN VIDEO CLIP)

SEN. TED CRUZ (R), TEXAS: Senior senator from Arizona urged this body to
trust the Republicans. Let me be clear. I don`t trust the Republicans.
And I don`t trust the Democrats. And I think a whole lot of Americans
likewise don`t trust the Republicans and the Democrats because it is
leadership in both parties that has gotten us in this mess.

(END VIDEO CLIP)

MATTHEWS: Is nothing sacred? That`s what they`re selling, nothing.
Anyway, fellow Tea Partier Mike Lee of Utah also said it was a no go,
having a budget, unless Democrats agreed to Republicans` demands up front.
Now, there`s a negotiation.

Let`s watch.

(BEGIN VIDEO CLIP)

SEN. MIKE LEE (R), UTAH: The American people do not trust secret back room
deals, and neither do I. Unless and until the American people are assured
that we will not sneak a debt limit increase into the conference report, I
will happily continue to object.

(END VIDEO CLIP)

MATTHEWS: You know, Mr. Israel, Congressman, I do not understand what
these people -- I can call them all the names in the world, it won`t make
any difference, so I`m going to restrain. But the fact is, there is -- I
worked on the Senate Budget Committee for Senator Muskie for three years.
You went to conference with the House. You agreed upon something with all
the press there, all the cameras there.

What is this secret treaty thing this guy`s talking about?

ISRAEL: I have no idea. It`s another conspiracy theory from the far, far
right.

MATTHEWS: Yes.

ISRAEL: This is why Bob Dole a week ago said that he could never make it
in the Republican Party. Ronald Reagan couldn`t make it in the Republican
Party. Democrats have differences. Your friend, Tip O`Neill, had
differences with Ronald Reagan, but they managed to pass budgets.

MATTHEWS: They met with each other.

ISRAEL: Now, for four years, Republicans have said -- they met! For four
years, Republicans have criticized Democrats for not passing a budget.
Democrats now have passed a budget and said, Let`s negotiate. And now
Republicans are saying, We will not even negotiate. Again, we need
progress and not partisanship.

MATTHEWS: Well, the Democrats shouldn`t have a hard time beating these
fringies out there.

Anyway, Jim Cramer, what a great man you are. Thank you so much -- 6:00
o`clock on CNBC.

CRAMER: Thanks, Chris.

MATTHEWS: Thank you so much. And of course, I really like this guy. U.S.
Congressman Steve Israel has done a great job for the Democrats.

Coming up: He`s back! Mitt Romney once again speaking out against
President Obama and talking about hitting the campaign trail for
Republicans. My secret suspicion? I think he`s harboring a secret plan --
talk about conspiracies -- to go at it again. You know, he got close.
Maybe he`ll try this time.

Plus, bait and switch. It`s a tried and true trick now beloved by the
right. Remember how they used 9/11 to get us into Iraq? Michele Bachmann
elevated it to an art form. She`s actually tried to blame the so-called
cover-up of Benghazi on the fact that people got killed in Benghazi before
even the cover-up. Figure that one out.

But you can bet the tactic will live on, bait and switch forever, as long
as Bachmann is around.

And can a politician overcome being turned into a punchline? Well, that`s
the question facing Texas governor Rick Perry. And also, one of Dan
Quayle`s advisers out there is still around, has some advice for Perry
tonight in the "Sideshow."

Finally, "Let Me Finish" with bait and switch number and how you can see
right through it.

This is HARDBALL, Friday night, the place for politics.

(COMMERCIAL BREAK)

MATTHEWS: You`re going to love this. We`ve got some new polling on some
hypothetical matchups for 2016. And for that, we check the HARDBALL
"Scoreboard."

According to a new Quinnipiac poll, Hillary Clinton is still the candidate
to beat out there. She leads Jeb Bush by 8 points. That`s not a lot, but
it`s something, 48-40. And against Rand Paul, Hillary Clinton has a
slighter lead, but actually, it`s 8. It`s 49-41. It`s the exact same
lead.

Clinton`s numbers are starting to come down to earth, of course, but she`s
still running more than 20 points ahead of the Republicans among women.
And they`re the biggest voters out there, women. That makes a very big
difference.

Now let`s look at how Joe Biden would fare against the same Republican
candidates. Jeb Bush beats Biden, 44-38. Rand Paul, 4-point lead over
Biden, 43-39. Surprised by that one. Paul`s definitely growing out there
in stature.

We`ll be right back.

(COMMERCIAL BREAK)

MATTHEWS: Welcome back to HARDBALL. Well, big question for you out there.
Has anyone been missing Mitt Romney? It`s been six months since he dropped
from the public eye. But failed presidential candidate Mitt Romney
resurfaced this week, speaking to The Wall Street Journal in advance of a
planned comeback of sorts.

The Journal reports, quote, "Mr. Romney said in an interview he plans to
reemerge in ways that will help shape national priorities. As a first
step, the former Republican presidential nominee plans to welcome 200
friends and supporters to a three-day summit next week that he will host at
a Utah mountain resort." I think it`s Park City. "He`s considering
writing a book," by the way according to this account, "and a series of
opinion pieces, and he has plans to campaign for Republican candidates in
2014."

Well, it sounds as if Romney wants back into politics in some way. But
does the party and its future candidates want Romney as part of their path
to victory?

John Brabender is a Republican consultant who ran Rick Santorum`s
presidential campaign last year. And David Corn is Washington bureau chief
for "Mother Jones" and an MSNBC political analyst.

First of all, question. We haven`t had candidates run again after losing a
general election, I think since Nixon, before that, Adlai Stevenson, before
that, Tom Dewey. It`s getting harder and harder in a TV age because you
get so overexposed when you lose. It`s hard to come back and say, Give me
another shot, you`ll think better of me.

John, is there any chance that Romney is peek-a-booing here maybe his way
back into a run?

JOHN BRABENDER, REPUBLICAN STRATEGIST: The only thing I could see him
possibly running for is as -- the U.S. Senate in Michigan. I`m going home,
I`m going to run for the Senate.

But let`s remember, Romney has run now four times and he`s lost three of
those. And so the other problem is he has no ideological base. Nobody
sits there and says, Romney is...

MATTHEWS: No Romney-ism.

BRABENDER: There isn`t. I mean, and so I just don`t see how he reenters.
And I almost feel sorry for him. He sounds like someone coming out of
retirement that`s not sure whether to go on a fishing trip or to build a
back yard deck, so...

MATTHEWS: Yes, I wonder -- I wonder whether -- and this could be
bipartisan, this phenomenon, because of so much exposure you get, David,
that even, say, John Kerry, who I think is doing -- I don`t want to brag
because you never know how it`s going to end up. He seems to be doing a
super job as secretary of state.

But nobody thinks about him coming back in 2016, even if there wasn`t a
Hillary running potentially. So is it something that`s in the water now?
There`s so much exposure. You just can`t come back from a defeat in a
general election.

DAVID CORN, "MOTHER JONES," MSNBC POLITICAL ANALYST: I think that`s
probably true, particularly in our 24/7 nanosecond tweet every minute of
every moment world that we live in.

But Romney in particular -- he wasn`t much liked by the people who voted
for him the first time.

MATTHEWS: Yes.

CORN: So I mean, in the last six months, how often have you heard anybody
say, I wonder what Mitt Romney thinks of this? So he was kind of a place-
holding candidate.

MATTHEWS: Well, his wife has probably been thinking of it every hour!

(CROSSTALK)

(LAUGHTER)

CORN: Well, listen, yesterday, she got out there and started blasting the
Obama administration, saying there`s no trust because of the IRS scandal.

Well, I`m still waiting to see their tax returns. So they can, you know,
be bitter and talk about writing a book, but I think ultimately it doesn`t
matter much and it won`t affect John`s business here as he goes forward
with Rick Santorum or anybody else.

MATTHEWS: Well, he`s still banging away at Obama. He told "The Wall
Street Journal" -- quote -- here it is -- "The extraordinary disappointment
of the president`s second term is where the opportunity was greatest. He
has proposed the least. He continues to campaign as if there`s another
election, and there isn`t."

Well, let me go to the other guy. Byron York, I like reading this guy in
"The Washington Examiner." I read them all in the morning. I start with
"The Examiner." It`s easy to read.

(LAUGHTER)

MATTHEWS: He wrote today -- I do. It`s a nice shopper.

(LAUGHTER)

MATTHEWS: Anyway, Wisconsin Governor Scott Walker is his new guy for 2016.
And I think it`s for real. I think he is a bridge-builder, this guy. He`s
got conservatives buzzing.

And this is what they wrote in the Byron York column. "Talk to Iowa
politicos who supported Mitt Romney around the last time and they -- then
talk to Politicos who support anybody but Romney and ask what they think
about Walker. You will hear a lot of positive things from both sides,
those who liked Romney and didn`t. Here`s the thing that impresses
Republicans looking for a candidate. Scott Walker has done things. As
part of the gubernatorial faction in the 2016 field, the list includes
Christie and Jindal. Walker not only has executive experience. He has
used executive authority to achieve a goal conservatives have pursued for
years, to break the hold the public employee unions have on government in
many states."

Of course, Ed Schultz fought that fight on our network all the way through.
But I think Scott Walker might be in your party the bridge between the
Chris Christies, who are seen as too moderate, and the people on the other
side, the Ted Cruzes, because he is a governor and he`s from a part of the
country your party has to win, the Midwest.

BRABENDER: Well, first of all, I agree with you. Byron is a good writer
and he gets stories nobody else does. This was one of them.

What I look at is, who`s going to come out of Iowa? And there`s going to
be three or four people out of it. And I believe, if it was today, you
would have Rand Paul, Rick Santorum, and you would have Scott Walker. I
think all of them fit the bill of somebody who will resonate all across the
state and do well, and then all of a sudden you`re off to the races.

I think a lot of these other people that you mentioned are going to have a
lot of time -- trouble playing in Iowa, quite frankly.

(CROSSTALK)

MATTHEWS: Yes, let me go back to you on that, David.

You`re from the other point of view, from a progressive point of view. I
don`t think anybody is going to beat Hillary in the current environment,
the economy sort of mezza mezza. But nobody is going to beat Hillary, I
don`t think, because she`s not going to have to take the heat for the
economy, where she can benefit from the Clinton economy from the `90s.

She`s got a lot of horses going for her politically. But if they`re going
to put together a candidate who will get at least 40 percent, 45 percent,
47 percent of the vote and not get blown away, I would think Scott Walker
is the kind of candidate who could do it or Rubio.

CORN: Well, two -- two words about Scott Walker: Rick Perry -- or Sarah
Palin. These were both governors who were touted as wonderful candidates
once upon time. And until you get out there and start mixing it up,
there`s no way of knowing.

Scott Walker, you know, had this very...

MATTHEWS: Are you serious?

CORN: ... hard fight in Wisconsin. And I still think there are some scars
left from that.

MATTHEWS: David, are you serious? Do you expect me to buy that? Do you
really think that he`s the same intellectually as those other two
candidates?

CORN: No, what I`m saying -- listen, what I`m saying is, until someone
gets out there on a national stage -- I mean, people really were writing
columns going on and on about how Rick Perry was just going to waltz --
waltz in and walk away with the nomination in Iowa and every place else.

I mean, you remember those columns, Chris.

MATTHEWS: I know, and I know it was premature because both of the them
were not ready for prime time. But I think Scott Walker has been through
this fight with Schultz and the labor unions. I have seen a lot of
exposure on this guy.

I think we have -- I have gotten a good look at the guy. And I don`t think
he`s a lightweight.

(CROSSTALK)

CORN: I`m not saying he`s a lightweight. But that`s a long way to go from
being a competitive national candidate.

And I also am not sure that Iowa is the be-all and end-all that I know John
wants it to be.

MATTHEWS: You`re reminding me more and more of Jack Germond in the old
days.

(CROSSTALK)

MATTHEWS: ... politico guy that says, well, you know, it`s way early
there, Martin. It`s too early to make these judgments.

(LAUGHTER)

MATTHEWS: You know, gee, you`re getting -- old, my friend. I mean, go
ahead.

(CROSSTALK)

BRABENDER: Oh, here`s what I would say.

Look, I had a front-row seat for all the Republican primary presidential
race last time.

MATTHEWS: Yes.

BRABENDER: I saw the Herman Cains come and go, the Michele Bachmanns and
even Perry.

Actually, I think Scott Walker is much more credible and brings a lot more
to the table probably than they did. And I think he has a much better
chance of doing well than they did.

MATTHEWS: What about the guy we like around here, Christie? Too left?
Too far left for the party?

BRABENDER: I`m not convinced he`s going to run, number one. I just truly
am not.

And I`m going to get it on the record. I`m not convinced Hillary Clinton
runs anymore. I said a month ago she was. I`m just saying here on the
record now I`m not convinced she does.

MATTHEWS: Where`s the betting window? Because a lot of people would like
to call...

(CROSSTALK)

BRABENDER: Well, I`m assuming...

(CROSSTALK)

MATTHEWS: I think a lot of people, I know, would like to get a piece of
that.

(CROSSTALK)

BRABENDER: And this is not my Republican talking points. I`m just telling
you, I think that she`s got some more problems.

(CROSSTALK)

MATTHEWS: What do you mean problems?

BRABENDER: I know you think this Benghazi thing is nothing.

MATTHEWS: Give me them.

CORN: Oh, no, not Benghazi.

(CROSSTALK)

BRABENDER: I`m just telling you, I`m -- I think that...

(CROSSTALK)

MATTHEWS: You know what? If there is an issue there, she will run to beat
it, because the one thing she won`t do is run away from it. If she thinks
there`s a...

(CROSSTALK)

MATTHEWS: Go ahead.

CORN: We have seen the Clintons overcome a lot more than this Benghazi
non-scandal.

So, I still -- I agree with John, though, that I`m not sure she`s made up
her mind to run yet. So, there`s no way of knowing. But it won`t be
because of Benghazi.

MATTHEWS: All you have got to do if you`re Hillary Clinton, you get two
for the price of one. She stands next to Bill. I`m running this time.
He`s going to help. And I`m running. But remember how good it was back in
the `90s? Everybody`s going to say, yes, I liked it, I liked it.

BRABENDER: I will tell you what. I even will go further. I do not think
either Clinton or Biden will be the Democrat nominee next time. I don`t
know who it will be. I think it will be somebody younger.

(CROSSTALK)

MATTHEWS: Around here, we say Democratic candidate, by the way. You said
Democrat.

(CROSSTALK)

BRABENDER: I could say progressive, if that makes everybody happy.

(CROSSTALK)

MATTHEWS: Anyway, see, we`re putting this guy down. Remember Brabender`s
-- I want to remember this...

(CROSSTALK)

MATTHEWS: ... Hillary ain`t running and -- Hillary ain`t running and
neither is the other guy.

Who`s not running?

BRABENDER: Biden is not going to get the nomination.

MATTHEWS: No, he`s not going to run, I don`t think...

(CROSSTALK)

MATTHEWS: ... if Hillary runs.

(CROSSTALK)

MATTHEWS: But you know what? I think Chris Christie is running. I think
going through this operation and really all this national exposure, I think
he`s running and I think he will be a great candidate to watch. I don`t
know if he`s too East Coast.

Anyway, thank you, John Brabender. Thank you, and -- David Corn.

You got your little thing in there for Rick, by the way.

(LAUGHTER)

MATTHEWS: Up next, can a politician ever come back after being a
punchline? Talk about a punchline. Rick Perry. Oops. They say never say
the word oops in the operating room. We will be right back.

(COMMERCIAL BREAK)

MATTHEWS: Back to HARDBALL and now to the "Sideshow." What a doozy we
have tonight.

Think back to the 2012 GOP primary, the one -- the one candidate that might
fit the description politician-turned-punch-line. Well, it`s Texas
Governor Rick Perry sealing the deal with one word in that debate, "oops."

Well, "The L.A. Times" turned to history to try and answer the question,
could Perry be Texas` comeback kid? They zeroed in on Dan Quayle, who had
his share of embarrassing home moments in his electoral career, like what
he said in 1988 about the Holocaust.

(BEGIN VIDEO CLIP)

DAN QUAYLE, FORMER VICE PRESIDENT OF THE UNITED STATES: It was an obscene
period in our nation`s history. It is something that we must study.

QUESTION: You said that it was -- just now about the Holocaust, it was an
obscene period in our nation`s history. What does that mean when you say
that?

QUAYLE: No, not our nation`s.

But World War II, I mean, we -- we all lived in this century. I didn`t
live in this century, but in this century`s history. It is a point of
history that this nation, our nation, understands. We did not have -- as a
matter of fact, we fought Hitlerism.

(END VIDEO CLIP)

(LAUGHTER)

MATTHEWS: Reminds me of one of those beauty contests, people that really
shouldn`t be going for anything.

Anyway, "The L.A. Times" asked a former aide to Dan Quayle about the future
of Rick Perry -- quote -- "It`s David Beckwith, an Austin communications
consultant, who" -- I know the guy -- "who spent four years in the White
House working with former Vice President Dan Quayle. he considers himself
an expert on the difficulties facing a politician-turned-punchline -- quote
-- `Once it happens,` he said, `it`s almost impossible to reverse.`"

Next, greetings from Joe Biden, the vice president on a trip through South
America right now making stops in Brazil, Colombia, Trinidad and Tobago.
And the White House posted a check -- a check-in video from his visit to a
flower farm down in Colombia, one that exports more than half of its output
to the U.S. Biden had some advice for married men everywhere.

(BEGIN VIDEO CLIP)

JOSEPH BIDEN, VICE PRESIDENT OF THE UNITED STATES: My wife is extremely
partial to flowers, and roses are her favorite. So, my advice to all of
you married men, no matter how long you have been married, continue to
court your wife, if you know what`s good for you.

(END VIDEO CLIP)

MATTHEWS: Finally, Michigan governor -- Republican Governor Rick Snyder
tries his hand at outreach for female voters.

"Detroit Free Press" reporter Kathy Gray tweeted a picture of pro-Snyder
pictures from a conference yesterday, a play on marshmallow peeps from --
you know, from Easter with the words "I`m a Rick Chick." Let`s see how
that one plays anyway.

(LAUGHTER)

MATTHEWS: Up next, it`s the right wing`s favorite tactic, the bait and
switch. And no one did it better than Michele Bachmann. That`s ahead.

You`re watching HARDBALL, the place for politics.

(COMMERCIAL BREAK)

AMANDA DRURY, CNBC CORRESPONDENT: I`m Amanda Drury with your CNBC "Market
Wrap."

Well, stocks close out May with a sell-off, the Dow falling more than 200
points, fanning talk of a correction, the S&P 500 dropping by 23, and the
Nasdaq composite losing 35 points.

Consumer spending slipped in April for the first time in nearly a year.
Economists did expect a gain. However, for May, consumer sentiment soared
to a near six-year high, as Americans began feeling more optimistic about
the economy.

And that is it from CNBC, first in business worldwide. Have a great
weekend, folks -- now it`s back over to HARDBALL.

MATTHEWS: Welcome back to HARDBALL.

Bait and switch, it`s an old trick, of course, that`s now being used by the
right wing. Take an issue that fires people up then switch it to a
different target. They did it with the swift-boating of John Kerry. They
took anger about his anti-war stance after the war and then used it to
attack his actual war record. It`s called swift-boating.

Bush and Cheney, of course, did it, in the way they handled 9/11. They
took the anger about that attack and used it to sell the country on war
with a country that had nothing to do with it, Iraq.

Michele Bachmann, who announced she`s stepping down this week after her
term ends in 2014, was a master at bait and switch. And in her
announcement video, she gave us another great example of how the game is
played. Listen to what she says here about Benghazi. It comes while she`s
listing her accomplishments as a U.S. congresswoman. Pay close attention
to how she phrases the president`s culpability on Benghazi. Let`s watch.

(BEGIN VIDEO CLIP)

REP. MICHELE BACHMANN (R), MINNESOTA: Making publicly clear this
administration`s outrageous lack of action in Benghazi, Libya, and the
subsequent political cover-up which resulted in the deaths of four
honorable, dedicated public servants.

(END VIDEO CLIP)

MATTHEWS: So did she whiz that by like a fastball or curveball? But did
you catch it there? It was the cover-up of what happened in Benghazi that
killed the four people there in the Benghazi incident. It doesn`t make any
sense, but we have gotten so used to it, people just listen to it, absorb
it and don`t think.

Joy Reid is the managing editor of TheGrio.com, of course. She`s very
smart to come on this show a lot, and she`s an MSNBC analyst. And Ryan
Grim is a Washington bureau chief -- the Washington bureau chief for The
Huffington Post.

Let start with you, Joy. I have spent a lot of time trying to find out how
they get these whizzes past people, so they get the middle of the road, and
not knocking people, the people that don`t do this like you and I do and
Ryan does full-time. And they do it real quick. So they appeal to
people`s emotions about 9/11, fair enough. They even sing country western
songs about it.

All of a sudden -- you remember how you felt?

JOY REID, MSNBC CONTRIBUTOR: Yes. Yes.

MATTHEWS: All of a sudden we`re fighting in Iraq that has nothing to do
with it. You`re legitimately angry, so let`s bait and switch. Take that
anger and switch it over to Iraq. They did it to screw John Kerry.

Of course, it`s a good debate what he said after the war in Vietnam. OK, I
can disagree with the way he said it, throwing the medals down and all.
But then they go after his war record, which was unblemished, and say, oh -
- get these guys to come around, these veterans, and dump on him for that.

They take the thing you can legitimately be mad about and whack the other
person with it. And then there`s Bachmann in the screwiest one ever of
saying that this alleged cover-up of Benghazi killed Chris Stevens and the
other three diplomats, going back in the way-back machine and killed them
somehow before the incident because of how the cover-up was handled.

It doesn`t make any sense, but I can hear the people going, oh, yes, yes,
yes, that sounds good, that sounds good.

Anyway, bait and switch, I`m looking out for it all the time now. Your
thoughts.

REID: No, absolutely.

And it`s funny that -- it`s kind of fitting that Michele Bachmann was the
person who took the Tea Party inside the House of Representatives, or she
was one of the main people who did it.

MATTHEWS: Yes.

REID: Because the Tea Party is the ultimate example of this, Chris.

Remember, the original supposed complaint of the Tea Party were the
bailouts. We bailed out the big banks. That`s what supposedly got it
going.

But what they did was they came out and they immediately turned all that
anger, all that frustration, all that fear about the economy on to the
victim. It was the deadbeat homeowners. It wasn`t the banks. It wasn`t
Wall Street. It wasn`t the people that fund the Tea Party, the people, the
big corporations that are really behind growing this movement out of a so-
called grassroots into really an Astroturf movement. It was the poor, the
47 percent.

And they have managed to sustain that since 2010. And this is a tactic, I
think, that comes from talk radio. I really do believe that what we`re
seeing is a Republican Party that doesn`t have, like, solid policy
prescriptions.

MATTHEWS: Yes.

REID: But what they do instead is they just tweak emotion. And talk radio
is brilliant at this.

You`re mad? Well, we`re going to tell you who the real culprit is. It`s
not who you would think. It`s not big business. It`s not Wall Street
screwing you over.

MATTHEWS: Yes.

REID: It`s these people, directing it at immigrants, directing it at the
president. And they`re really good at it. And so is Michele Bachmann.

MATTHEWS: You know, I think it`s the idea of bait and switch.

You know, the basic idea is you`re a car dealer, and you say, you got a
great car here. Just paid 1,000 bucks for it. It`s only a couple years
old. You get to the lot, it`s not there.

But we`ve got these beauties over here. We`ve got a couple of these over
there. And, all of a sudden, they`re selling you something else. That`s
how bait and switch works.

They get you on the lot and sell you something you didn`t even know you`re
thinking about. That`s what they do now. They take legitimate anger and
flip it into something else.

RYAN GRIM, THE HUFFINGTON POST: Yes, Joy`s point is a good one, that they
went from bailout and switched elsewhere. And what they really put it on
was Obamacare.

And if you notice, that`s the switch, too, on almost everything is
Obamacare. They`ll find something you could be legitimately angry about,
and then switch over here Obamacare. Sometimes, it`s the economy,
Obamacare. Bailout, Obamacare.

Even the IRS scandal, Marco Rubio put out a statement recently that said
the only solution to this IRS scandal is to repeal Obamacare.

MATTHEWS: Yes.

GRIM: That sounds silly, but it follows their bait and switch logic. And
their logic is, well, the IRS is going to have some involvement in the
implementation of Obamacare.

MATTHEWS: I think they`re pushing that line, too.

GRIM: Right. And it strikes you as just completely bizarre until you can
get into that strategy of the bait and switch. And then it makes sense.
Oh, OK, I see what --

MATTHEWS: You know why they do that? Because they can come out with
another argument, what are we going to go with the 40 million people
uninsured? They go right back to the ER, right? They don`t have an
alternative.

So, to play this game -- Joy, that is the issue, I think. The Democrats
are never perfect. The Democrats are trying to do something. They`re not
always trying sometimes, which I go crazy about, like jobs. You don`t even
try. But they have an incentive to do it because that`s their ideology.

REID: Right.

MATTHEWS: But the other party skips the ideological argument, because they
can`t win. So, they`d say, it`s stupid.

Let`s look at this. This is E.J. Dionne. I`m a fan of his writing, and a
great column about Michele Bachmann`s real legacy. He wrote, quote,
"Bachmannism is far from finish. The Minnesota right winger deserves to be
memorialized with an "ism" because she perfected a tactic well-suited to
the current media environment -- continually toss out outlandish, baseless
charges and eventually some of them will enter the mainstream media."

I think we`ve got it there, where she`s in that good-bye speech of hers, it
wasn`t exactly bipartisan. She`s trashing the president, again, for Obama,
you know -- the only bill she`s introduced in her whole career apparently
were 37 -- I don`t know how many times she introduced the same thing to get
rid of Obamacare.

I think that`s why she`s leaving her seat because at home, they know she`s
not effective. It has nothing to do with ideology. She`s not an effective
congressperson.

REID: And I think the point, Chris, that E.J. Dionne makes, it is a good
one, is that she`s not an isolated case, right? I mean, what you really do
have right now is a policy party in the Democrats and you have an
emotionalism party, a talk radio party in the Republicans. They haven`t
proposed, like, a solid sort of tangible new idea that I can remember in a
very long time, but Barack Obama gave them this emotional sort of crucible
where they could direct all of their energy and all their anger at this one
person.

This is the guy who crystallizes everything you hate about where this
country is going. So they don`t have to have policy. They can do just
what you do in entertainment. They can just constantly harp on something
about Obama is not right to you, right?

(CROSSTALK)

MATTHEWS: Let me ask you this, I`ve got you wrapped up, now, so I`ve got
to ask you the obvious question, because I know what your wonderful answer
is going to be, I think. Do you think that Ted Cruz who was born, and
nobody denies this, not an accusation which is absurd. Obama was born in
Kenya or somewhere or Indonesia.

REID: Right.

MATTHEWS: He was born actually in Canada --

REID: Yes.

MATTHEWS: -- to an American mother.

And Obama was born, and everybody knew it, nobody`s ever challenged this,
to an American mother. Will they then adopt the same approach they took to
someone born overseas? They claimed in the case of Obama, to someone who
was actually born overseas, born in another country? That is Ted Cruz.

Will they attack him as some sort of interloper who`s not eligible to run
for president? Do you think they might? Just guessing.

REID: Right. And you know what? It`s funny because they did it with
Rubio. As soon as Rubio stepped out of line and started to edge toward
immigration, you started to hear the same things about him. That maybe
he`s not eligible to run --

MATTHEWS: But what are they going to do when they`re called with the other
situation?

REID: Exactly, this is the perfect head exploding problem --

(CROSSTALK)

MATTHEWS: Ryan, what are they going to do -- what are they doing to do
with this guy? Are they going to let this guy run for president, Ted Cruz?
He`s born in Canada. It`s another country.

GRIM: Purely situational ethics.

MATTHEWS: Yes.

GRIM: Completely situational ethics.

REID: As long as he says what they want --

MATTHEWS: I haven`t heard that phrase since the `60s, situational ethics.
Isn`t that great? In other words, if it`s our guy, no problem, wave him
in. Where was he born? It doesn`t matter.

(CROSSTALK)

REID: As long as he said what they want , as long as he sticks to their
lines, then he`s OK.

MATTHEWS: And some of these people think Canada is more American than
Hawaii, anyway. So, they`re completely cuckoo.

Anyway, Joy Reid, thank you, dear.

REID: Thank you.

MATTHEWS: And thank you, Ryan Grim. It`s good to have you on. Always
come back.

Up next, inside the 16-year manhunt for one of America`s most wanted
fugitives, Whitey Bulger. Brother Billy Bulger, the big pol in
Massachusetts all those years.

And this is HARDBALL -- HARDBALL, we`re talking Massachusetts -- the place
for politics.

(COMMERCIAL BREAK)

MATTHEWS: Arkansas Democratic governor, actually senator, Mark Pryor has a
tough re-election fight in 2014. In his first TV ad, he`s running against
President Obama and New York Mayor Michael Bloomberg and expanded
background checks for gun sales. Let`s watch.

(BEGIN VIDEO CLIP)

SEN. MARK PRYOR (D), ARKANSAS: The mayor of New York City is running ads
against me because I oppose President Obama`s gun control legislation.
Nothing in the Obama plan would have prevented tragedies like Newtown,
Aurora, Tucson, or even Jonesboro.

I`m Mark Pryor. And I approve this message because no one from New York or
Washington tells me what to do.

(END VIDEO CLIP)

MATTHEWS: All politics is local. A PPP poll out this week finds a
majority of Arkansas voters actually support background checks and more
voters there say they`d be more likely to vote for Senator Pryor had he
supported the Manchin/Toomey compromise for expanded background checks.

We`ll see. I`m very suspicious of those polls.

We`ll be right back.

(COMMERCIAL BREAK)

MATTHEWS: Welcome back to HARDBALL.

Next week in Boston, a jury selection begins in a highly anticipated trial
of Whitey Bulger, the notorious leader of the Winter Hill Gang, a sort of
Irish mafia, for his alleged role in -- catch this -- 19 murders, sort of
extortion, loan sharking and trafficking and narcotics charges. Whitey
Bulger is considered both folk hero and criminal, sometimes both at the
same time in South Boston, especially. His brother Billy, of course, was a
major politician in the Senate up there in Massachusetts.

And Jack Nicholson`s role in "The Departed" was loosely based on Bulger.

Here`s a clip from that movie.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: When I was your age, they would say, you could become
cops or criminals. What I`m saying is this, when you`re facing a loaded
gun, what`s the difference?

(END VIDEO CLIP)

MATTHEWS: That was from the trailer. Next week`s trial promises to trump
anything Hollywood could imagine.

Joining me now is Kevin Cullen. He`s co-author of the new book about
Bulger called simply "Whitey Bulger: America`s Most Wanted Gangster and the
Manhunt that Brought Him to Justice."

First of all, explain Southie to the people that don`t know it.

KEVIN CULLEN, THE BOSTON GLOBE: Well, I always say South Boston, where my
maternal side is from and where I lived in `80s and `90s.

It`s literally a peninsula. It`s figuratively an island. It`s a place
that thinks itself apart from the city. And literally, if you don`t have
to go there and live there, you wouldn`t go there. So, a lot of people
didn`t go there until very recently. Now, everybody is --

MATTHEWS: It`s not on the way to anywhere?

CULLEN: No, no. Southie is Southie.

MATTHEWS: It`s like Staten Island.

CULLEN: It is. It`s very similar to that and it`s very insular and it`s
Irish in ethos, even though they were only 50 percent, 60 percent of the
population. But even when Whitey was growing up in `30s and `40s, even the
Albanian kids had to sing Irish songs in the public schools. That`s how
Irish the town is.

And that is why there`s nothing worse than the Irish consciousness, Chris,
than being a rat, being an informer. And that`s what this guy became.

MATTHEWS: Let`s talk about Whitey because his brother Billy, I know him.
He was big Senate president up there. It`s almost like "Angels with Dirty
Faces," the old movies in the `30s, when the good -- one guy goes the right
way and the other guy goes the wrong way.

What is this -- when you saw that, is there`s really an attitude in the
Southie -- I don`t care how tough the kids are, even as grownups -- but is
there really an attitude that the only difference between being on the side
of the law and against the law is there isn`t any difference?

CULLEN: I think that existed back in the day. I think when we came to
power, I think there were a lot of people that believed that and there were
people that bought the robin hood baloney.

MATTHEWS: Yes.

CULLEN: But I think that doesn`t exist anymore. The people that believe
there, I would compare them to the mother of the Chechen bombers who says
her sons are innocent.

MATTHEWS: That`s crazy talk.

(CROSSTALK)

MATTHEWS: But I like the town, for example, (INAUDIBLE) like nuns and bank
robbers. That was Charlestown, a little different part of the town.

CULLEN: Yes.

MATTHEWS: But a different, the old time, working class longshoreman. Is
this real? Is this rooting for the bad guys up there?

CULLEN: Like I said, I think back then it was. And I think -- I don`t
think that existed. First of all, Whitey Southie is long gone. He`s going
to be tried in a courthouse named for our old pal Joe Moakley who grew up
in the same neighborhood.

MATTHEWS: Just Joe (INAUDIBLE) the other day.

Let me ask you. Wasn`t he a chicken hawk?

CULLEN: No, I have no information on that.

MATTHEWS: You didn`t?

CULLEN: We looked for that information. That had been published in
previous books.

MATTHEWS: That wouldn`t make him a very heroic figure.

CULLEN: But he was clearly a womanizer. One of the fascinating things in
our books is this guy a gangster and FBI informant and killer. And he has
two domestic situations where one woman doesn`t know the other exists for
20 years. And he`s balancing that life.

I mean, in some respects -- one of the things Shelly Murphy, my co-author,
and I found out that he actually went to see a shrink, like Tony Soprano.

MATTHEWS: Yes.

CULLEN: He was so screwed up in the `80s that he was trying to balance
this two --

MATTHEWS: As we watch this trial, 19 murders involved with. What does
that mean they can`t finger him? It`s a regular charge.

CULLEN: It`s a RICO Act, a murder in a RICO prosecution, a murder is no
different than shaking down a bookie. It`s one predicate act. All they
have to do is find him guilty of two predicate acts. And that to me is
like --

MATTHEWS: Yes, and carrying out the conspiracy theory, yes.

CULLEN: Like shooting fish in a barrel in this case. There are so many
charges he`s facing. But he doesn`t, as I said --

MATTHEWS: They could never figure him. They could never nail him as
direct killer, though, even as a guy that put a contract on somebody, so
they wouldn`t (ph) conspiracy charge --

CULLEN: They have, no. I mean, they have -- no, he could -- he`s waiting
capital murder charges in Florida and Oklahoma. They want to execute him
but the feds want to take the first shot at him.

MATTHEWS: But there`s no federal execution, is there?

CULLEN: There is not on this case.

MATTHEWS: Can they hold him and keep him from getting executed? Can they
throw this?

(CROSSTALK)

CULLEN: After the feds are done with him, Oklahoma --

MATTHEWS: Will he throw this?

CULLEN: I don`t know. I mean, I said, this isn`t about getting acquitted.
This is about getting even. He wants to get --

MATTHEWS: This appeals to my love of crime stories. It`s very sick of me.
I love politics. But there`s something about this that grabs me. I love
all of that. Anyway, (INAUDIBLE) the whole works.

Anyway, thank you. The book is called "Whitey Bulger: America`s Most
Wanted Gangster and the Manhunt that Brought Him to Justice". What great
macho we got there.

Kevin Cullen, thank you, an Irishman.

CULLEN: Thanks, Chris.

MATTHEWS: When we return let me finish with the right wing`s bait and
switch game which is really dangerous. We`re going to try to cut right
through it.

You`re watching HARDBALL, the place for politics.

(COMMERCIAL BREAK)

MATTHEWS: Let me finish tonight with this.

Think about this bait and switch number they pull on the right. Keep it in
mind how it`s done

First, they find something you really don`t like, a matter that really
burns you up.

Then, when you are white hot with anger, they present something different
for you to hate or fear, or whatever they`re trying to get you to do.

So -- they find veterans of the Vietnam War who don`t like what John Kerry
said in opposing the war after he got back from a service over there.

Then, they take these angry men and say they`re angry not at what Kerry
said in opposing the war but what he did during the war.

Nobody notices the trick that`s been pulled. The swiftboating is
completed.

We all get angry with the people who planned 9/11l, of course. While the
anger is still hot, they say we need to attack -- a country that had
nothing to do with 9/11. Bait and switch.

So easy, like taking candy from a baby.

They know we Americans are afraid of a nuclear attack but they can`t prove
Saddam Hussein has nuclear weapons, so they switch to another, vaguer
threat -- WMD, weapons of mass destruction -- meaning biological and
chemical.

Since so many countries have them, they know that some country in the
Mideast having them wouldn`t get us into a war. But since they got us
focused on nuclear weapons being in Iraq, the bait has been set.

Bait and switch. Look for it next time you see a pitch from the hawks.

And that`s HARDBALL for now. Thanks for being with us.

"POLITICS NATION" with Al Sharpton with Al Sharpton starts right now.

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