hope you have 21 minutes to spare, because reading what is to follow is not as effective as listening to it. What I have done is transcribed what took place when we interviewed Robert Downey Jr. and Val Kilmer at the Four Seasons in Beverly Hills as they were doing their press rounds for the upcoming Warner Bros. release Kiss Kiss, Bang Bang. I have transcribed the event to the best of my ability (so no complaining!), giving you the chance to read along as you listen.

For those of you continuing here from the Michelle Monaghan piece you already know there is something special in store as Val Kilmer walked in on our interview with Michelle just as she was asked, "Who is it better working with, Tom Cruise or Val Kilmer?"

While I didn't get Val's response recorded I can tell you he had no delay when he said, "Me! I don't make her go to any 'meetings.'" The room erupted into laughter and the mayhem began.

The transcript follows and if you choose to listen along, which you should, just click on the LISTEN IN image above. Be warned that this conversation is not entirely safe for a workplace so if you have headphones put them on now… and enjoy!

Question: Just say whatever you want, just feel free.

Val: I just accused Tom Cruise of taking Michelle to meetings. I didn't realize it was on tape. I'm fucked.

Robert: Wait a minute, wait a minute. With everything else that has occurred you think that's gonna tip the scales? You're Val Kilmer.

Val: I got compared to Mickey Rourke.

Question: Why?

Val: For badness. Mickey's actually tried to kill people. I've never been in a fight in my life.

Question: Who compared you to Mickey Rourke?

Val: Someone from the Hollywood Foreign Press. [Looking at one of the tape recorders] This is not rolling do you want me to make it go? Push the little red button there.

Robert: For somebody who's supposed to be so disassociated he's incredbily observant isn't he?

[One of the journalists asks Robert to move his recorder for him]

Robert: Alright, I don't want any trouble. Robert seemed to have mellowed down a lot until he caught that battery case at the Four Seasons over nothing.

Question: When was the first time you guys met?

Robert: Let's make up a new story.

Val: I was in Bermuda.

Robert: And I said, "My Lord, weren't we fighter pilots in '47? What do you call this place, the Void?"

Val: It was in Burma, we both had the same sherpa, his name was Peppercorn.

Robert: She said what's your dream role? [laughing] I said what's your dream role, someone asked me what my dream role was and we were answering as if we were college radio where if it was my question he'd say, "Well I think I speak for both of us when I answer for Robert… You know one of the things that Robert's always said to me that I believe is very Robert quotable…"

What did you say my dream project was?

Val: Timmy the Magic Swan. I tell yah, we should write a movie Robert. He's got a very fertile mind, and he's good in bed.

[Robert gets up to light a cigarette and walks around]

Robert: You know, when you're part of a comedic duo you can take breaks. It's kind of like having a partner that is good with the kids.

Val: Now, if, if…

Robert: Go ahead honey.

Val: If we were in Vegas would you, you'd be Sammy right? I'd be Dino.

Robert: Totally, I think, well I play really good as a straight guy who's the dummy.

Val: They loved us in France, so maybe you've got a Jerry Lewis thing about you too.

Robert: I'm not saying I'm not a dummy. No questions by the way. We'll be here all week

Val: Hello Four Seasons! Have you ever played a really wacky guy though? Like a Jerry Lewis kind of wacky?

Robert: Not that I remember… Let's go to the tape.

Question: Shane Black anybody?

Val: Shane Black was fantastic and between Robert and I we've made movies for over 40 years.

Robert: Yup.

Val: We sat down in meetings, you know he's a first time director, you can't have a conversation about directing really. There's no way to interview someone about it and Joel, his Joel Silver-like self when I asked him, he said, "I hired him, he's good, don't worry," and that was it. "Trust me he's great," and as soon as Joel said that I knew that Joel doesn't really make mistakes, he's one of the top five guys right? He was very, very happy. Also, I think it's a tribute to him, seriously, about the riskier or stranger comedy bits in it that Joel just liked it, and he trusted Shane that most movies through movie studios get watered down. Like with Michelle's [Monaghan] introduction, it's about nothing. She's making this analogy about color and race and it doesn't have anything to do [with the plot], it's all about revealing her as a character and that would just get changed in a regular movie and our routine, how we meet in this little…

Robert: You're telling me we open on her gams and she's talkin' non sequitur? Scratch it. We gotta rewrite. The studio notes say… she should be revealing what happens in the middle of Act 2.

Val: Joel just said to Warner Bros., "What will it take to leave me alone," and that money, whatever it was, was what we had to work with.

Question: In the wrong hands this movie could have gone the wrong way.

Robert: Isn't it funny that we're the right hands?

Val: Well it is deceptively sophisticated, like good acting is, or anything good really. You're not supposed to see how it's great. There's wonderful stuff that Shane sets up in the story that's really was most challenging for Robert because a lot of different styles and certain things where he just had to guess, like you do in the character – emotional sort of pitch and rhythm and Shane turned out to really have chops as a director.

Robert: Yeah, and if the characters are well written to begin with, then when there's this though-line with Chook Chutney who I set up and it turns out that she did sleep with the one guy she said she wouldn't sleep with, he gets to save her and when we're on the stake out he goes, "Chook Chutney," which wasn't scripted, "Oh he's gay." Just by his name, which most of my gay friends, you say someone's name or you introduce them, he goes, "That guy you were just playing racquet ball with. He's gay."

"You sure, he's got five kids?"

Val: And even in other languages, we saw it twice in France, at Cannes and then at Deauville, and it's a wonderful thing when a writer gets to, you know, do their thing. He also loves the audience, and I think that's why audiences like it.

Robert: Totally.

Val: He's smart, and you really have to pay attention; a lot of people say that, and it's a hard thing to do. There's stuff in it I wouldn't have done as a director, it's out of my imagination. Like the size of your [looking at Robert] finale with the holding onto the dead girl in the coffin on the 405 freeway. I just wouldn't have the guts to do that.

Question: You guys get sick of most of the stuff you're sent though?

Val: I'm sick of most of what Robert does. It's dry, it's emotionless…

Robert: When I can't sleep I watch your last three films on loop.

Val: If you weren't married!

Question: When did you guys first meet? Years ago? Did you meet as young actors when you first started out?

Val: No, we met at an MTV Awards, and to hear Robert tell the story, who was on Vicodin, that uh... and everything else. Hey Mr. Drugstore.

Robert: If you put a match within two feet of him…

Val: No, he thinks that I was acting standoffish, but I was just shy and I don't do the…

Robert: Isn't it great that we still can't agree on the beginning?

Val: It's all true what I'm saying.

Question: Wait, you're shy?

Val: And I wanted to meet, I loved his acting…

Robert: He says he's shy, just take it from there.

Val: He was just like, looking at me funny. So we just sort of shook hands.

Robert: It was hard to see, you looked like an alien. You had big black glasses on.

Val: I was Batman, I was living the life.

Robert: Alright, I don't remember Batman having bug glasses.

Val: There were 10,000 18 year-old girls out there.

Robert: This is the weird part, draw anything he says back to its logical inception and there is no logic.

Val: I was working with De Niro at the time.

Robert: Oh alright… Well that's where you've got me beat. I don't want any trouble.

Question: Did you like those days when you were Batman living the life?

Val: Well, you know, Kurt Russell told me years ago, I was going on about something, we had lots of trials on Tombstone…

Robert: Your father's dead, you live in a cave, action…

Val: …but the generator had blown up and the first A.D. had just quit, our director had just got fired and someone had left my trailer open in Tucson and it was about 112 so every fly in the entire set went to my trailer. There were literally thousands of flies. I'm smashing the flies, bitching about something, I'm trying to work out whatever scene we were doing and he said, "You know what? You won't remember any of that. You'll remember this, 'cause this is funny," and this is me telling the story, it's like 15 years ago…

Robert: By the way can we have a little round of applause for Tombstone?

Val: Ahhhh… killing all these flies….

Robert: That's a nomination that didn't happen

Val: This is about me now! You had your wedding! Michelle had hers! Joel bought another plane. What about me?!?

So, my then wife (Joanne Whalley), was pregnant, I was rehearsing Heat on the weekends. Shooting live rounds over at Tom Sizemore's, he was shooting them under… and De Niro, it was automatic weapons, it was really fun, fun like kid stuff, guy stuff. Then Batman, where Warner Bros. is the nicest studio I've ever worked for, who I've worked for the most. So to do that was very lavish, so maybe I did have airs, maybe I did.

Robert: Is this a fucking retrospective? Can we talk about the movie?

Question: [Directed at Robert] Did you love those early days too or not?

Robert: Yeah, it was fun.

Val: Okay, okay, okay… Mr. Oscar nominee.

What I remember of those times was caring for my wife then, and Michael Mann likes to shoot, and shoot, and shoot, and shoot and I kept saying, "You know, the baby's due in June, I'm not going to be here." Because he kept re-shooting and stuff, he loves to shoot.

He actually, De Niro and Pacino, the last scene in the movie when they were at the airport. De Niro walks up and says, "I think we got it," and Michael's saying, "No, I think we…."

"I think we got it," he got in a car on the tarmac…. He was done.

Robert: By the way, the scene where he looks up and there is the heat and you have to decide that you can let it all go like that, and it was on his eyes and he saw her and he didn't move his face and you saw that he was never gonna go back again, I think is one of the ten greatest screen moments I've ever seen.

Val: Mmmm…

Robert: You're just that fucking good dude.

Val: Thank you.

Robert: I just wanna have a heartfelt moment in the middle of all this.

Val: He's lying… So I'll do the same, but I won't. I'm not gonna do it today.

Robert: Okay, that's fine.

Question: If you guys are this funny just hanging out like this how do you shoot the movie in 35 days?

Val: I blew more takes than any movie I've ever done. Because look at him, he's funny. [pointing at Robert] It's funny.

Robert: I was like propeller head grandma. I was like, "I'm glad you're having a good time. Now, it's 2:30, I've got a kung-fu lesson at lunchtime… What the hell are you eating, are you gonna stay the same weight?" I was miserable, I was mean, I was awful.

Val: Yeah, you were pretty spiky there.

Robert: …and it worked.

Val: You get wound up, that's good though.

Question: This film is about Los Angeles about as much as it is a story about these characters. L.A. as a character, showbiz as a milieu…

Val: What's he talking about?

Question: Did those little details and wisecracks ring true to you guys as you have gone through Hollywood?

Val: Would you like to take that Robert?

Robert: Well, it's kind of a love letter, thank you by the way, just like your uncle, it's Thanksgiving and they're like, "You want white or dark meat?" He's like… [pounds on the table] He's fucked up, and I mean it's really dysfunctional, but sometimes it's true but it doesn't make it a bad place.

Val: Yeah, I love Shane's spirit because he's tough on himself, he's tough on his community, but he's also like that kid in The Last Action Hero, he's this boy that loves all this stuff and I think he wrote a great character, it's very hard to do, something where it really affects you to write personally and have an objectivity. Because the story doesn't work being too subjective.

Robert: Or even in that scene where you see that we're under the impression that Harmony's dead and Gay Perry actually does grieve that and he feels bad for the kid and the whole thing, but then I am kinda leaning on him saying "It's time for him to go," and so then you switch that other thing, which makes this a funny gotta go kid, which is the gotta go, gotta go, gotta… go, which he did. It was like taking our experience and Shane's script and saying, "What are all those things? What's the physics of how you transist from something that's serious and violent and emotional to something that's funny and heartfelt and true or whatever.

Question: [Directed at Robert] Have you finished Fur with Nicole Kidman?

Robert: Yeah.

Question: What was that like, what was it about?

Robert: Fuzzball. I'm head-to-toe Chewbacca. That's all I can say about it.

Question: Are you guys going to write your autobiographies? It would be great!

Robert: I'm almost done with Val's.

Question: What's it called?

Robert: Smut.

Val: Smut?!?

Val: You were very mean about my dates. Don't remember that do yah?

Robert: He had a steady stream of chickies.

Val: I had, you know, I was dating at the time.

Robert: It should have been like when you're at a conference, they should have a little "Hello My Name Is…" because the names are changing so much. Hello Shaaaaaaaannon, nice to see you.

Val: See, mean, nothing but mean.

Robert: Meanwhile, I'm like, "It's lunchtime," and the now Mrs. Downey…

Question: Val what else are you doing?

Val: I'm waiting for this to come out, I've been waiting for a year. We waited for a year to find out if it was funny or not.

Question: You haven't done anything else since then?

Val: No, I just finished a play in the West End in London, "The Postman Always Rings Twice."

Robert: We've got an idea, remember those Road To… movies?

Val: Don't say it all over the thing…

Robert: Oh, okay… Why?

Val: Someone will steal it.

Robert: Okay.

Question: Robert you're working on Zodiac right now, that's still filming right?

Robert: Still filming? It may well be filming when I come to promote the next movie. David Fincher ladies and gentlemen.

Val: Did you mention me…

Robert: Mention you to…

Val: David?

Robert: Well why would I? You mean…? But it's already cast, you want us to take someone out?

Val: Yeah.

Question: Do you guys have a favorite film of somebody else's that you just love?

Val: He doesn't talk about anybody but himself. Ask Robert about Robert.

Question: Is there one that you'll put on at night?

Robert: That I'll put on? You mean if I can find the fucking DVD that's in the right case.

Val: Full Monty I like that, but last year I liked Anchorman. I'm getting really deep now in my choices. Used to be James Joyce and now it's Anchorman. This is how much I like Anchorman, I did a musical here last year and so for the first two weeks I'm doing dumb Anchorman Will Ferrell jokes, because he's a pompous dumb guy right? And no one knows what I'm talking about.

Robert: That's because they're in the theater…

Val: So I got a copy of the film and I ran it at Paramount so my 55 cast members would understand…

Robert: He's always running something or doing something or calling me up and saying, "Listen, I'm having a bit of a garden party and I'm wondering what is that special water you drink?" You live like freaking Great Gatsby.

Val: Well, I'm living the life like I said.

Question: Can you believe it's been 20 years?

Val: [looking at Robert] It doesn't show on you, did you have a little work?

Robert: No, I'm not above that though.

Val: Really, you'd do that?

Robert: I'm thinking about it. I wanna save it for when I have a summer off or something.

Val: Oh man, I know people, I'm sure you do to, that are our age guys that had surgery already. It's frightening.

Question: Would you do it?

Val: No, I like that Redford look. Just look like a walnut. Just go for it. Tommy Lee Jones…

Robert: [with his arm around Val] So much for Horse Whisperer 2.

Question: Robert, how much of your narration was improvised?

Robert: Not very much of it, it was more of the feeling of it and then we'd rewrite it and then we'd go back and mmmmm, it is interesting. It was my delivery that makes it seem so spontaneous.

Val: God I love you. [staring at Robert]

Question: What would you like to see on your epitaph one day?

Val: Oh, I just heard a really funny one it was Oscar Wilde and it said, "I told you so," or was that W.C. Fields?

Robert: I told you so like what, you put me in an early grave type thing?

Val: Yeah, "I knew this would happen."

Robert: I'm gonna say, "Give me back my money bitch."

Val: You always gotta go dark, you always gotta go down, down, down.

Robert: That just came up, I don't know what to say.

Val: You got children, you've gotta stay in the light Robert.

Robert: Did you check, did you hold the mirror under my nose you pricks?

Question: What would you guys do different now if you were looking back?

Val: Well, seriously, I didn't realize until just a couple of years ago that the professional life of a director is much shorter than an actor and there's a lot of directors that I turned down for whatever reason and I just wouldn't do that again. Because there's just not that many, and I thought we all lived forever…

Question: Would you like to work with Oliver Stone again?

Val: I just did, no one saw it, but I did.

Question: What did you do?

Val: Alexander, only me, the editor and Colin Farrell saw it.

Robert: Wouldn't it be great if between that and the 9/11 thing nobody heard about it but he actually did do another film with Oliver, just the two of them? They did it on a farm in Montana, it's coming out next week. We're at the duck blind trying to buy a six pack together.

Val: [looking at Robert] One of his funniest with Oliver is Natural Born Killers. Were you Australian was that…

Robert: Tonight I'm standing on Highway 66…

Question: What is it about him that makes ya'll wanna work with him?

Val: Well he takes risks, he's made a bunch of radical films that made commercial money and opened up our business. I think it kind of just closed right back down on him. Like Alexander is interesting, but, but…

Robert: [pointing at one of the journalist's teeth] This whole time you have had a little piece of something on your tooth right there. That's okay, I'm not saying the last half hour I wasn't enjoying it a little bit… I don't mean to be one of those people.

Val: You didn't like my answer?

Robert: I didn't hear the answer because I'm thinking about what I want to say, which is this, when Domino came out it said, "The most dadaladada this and that movie since Natural Born Killers." So he's someone that really is a litmus for other directors, that's why. That's why.

Val: Takes chances.

Robert: Yeah.

Question: Are you guys proud of your career? I mean we see actors come and go every day and here you guys are three decades later?

Robert: Here we are.

Val: He's just getting started. Now he can remember what happened. Also, I want to say something truthful about Robert, there's just not that many actors this good that are, because actors are self-aware or self-possessed or both, and he knows who he is and has a sense of humor about it, and it's hard, it's a hard business and to have things happen that are bad and to have to go through it with everybody asking you questions about it all day long is really tough.

Robert: They say it comes down to good friends and good work. Work's been pretty good for a while.

Val: I wish Susan had a sister.

...and that's a wrap.