As a 31-year-old novice director, Charlie Matthau was plenty nervous when he arrived on the set of 1995's The Grass Harp. Doubly so: He was directing a legendary actor. Times three: The actor was his father, Walter. Charlie gingerly approached his star to whisper some directions in his ear. "The whole crew was watching us," Charlie recalls. "And he yelled in this really loud voice, 'Bulls—-! I'm not doing that!' Then we all started laughing. That was kind of his way of breaking the ice."

Now Hollywood will have to find someone else to take over as gruff Daddy. Matthau, 79, died of a heart attack July 1 in Santa Monica. His death hit his 10-time costar in high jinks, Jack Lemmon, hard. "I have lost someone I've loved as a brother, as my closest friend and a remarkable human being," Lemmon, 75, said. "We have also lost one of the best damn actors we'll ever see."

Matthau was buried, according to Jewish law, the following day at Pierce Brothers Westwood Village Memorial Park in Los Angeles, where the interred include Marilyn Monroe and Dean Martin. Lemmon, Carol Burnett and Matthau's children (the others, by his late first wife, Grace, are Jenny, 43, a cooking teacher, and David, 46, a radio news broadcaster) were among the 50 guests who saw the actor laid to rest, as he wished, in a plain pine casket. Lemmon's eulogy, Charlie says, recalled "that Walter and my mother and I had been like his family, together with his wife and his daughter." Matthau's Pacific Palisades home was awash in bouquets from the likes of Lemmon, Goldie Hawn, Sophia Loren, Meg Ryan and Diane Keaton. "You'd think we'd be more prepared for it," adds Charlie, 37, who was grieving with mother Carol, 75. "Intellectually, we knew he wasn't going to live to be 130, but emotionally it's different. Since he has had heart problems among other diseases basically all my life, I've always lived with the angst that this day would come. And it finally did."

Matthau, who nearly died after five bouts of pneumonia last year, refused to be glum about his health. "Even just rolling by in a stretcher, he would say 'Hi!' to the person rolling by in the other direction," says Delia Ephron, who cowrote his bittersweet final film, Hanging Up—fittingly, it was about three sisters coming to terms with the impending death of their irascible father. She adds that "he was in the hospital on a respirator for 24 or 26 weeks, and who walks out of a hospital after that? But he did. You knew he just loved every minute of every day."

That core of sunshine so at odds with his misanthropic image was likely a reaction to harsh beginnings. Born Walter Matuschanskayasky in 1920, Matthau was raised by his Lithuanian seamstress mother, Rose, in Manhattan's mostly Jewish Lower East Side. His Russian father, Milton, an electrician turned process server, deserted the family when Walter was a toddler. "He never had a father, really," says Charlie. "I think he saw his own father, like, twice in his own life. So he was determined to be the father that he never had."

Young Walter was a self-starter, running a card game on the roof of his building at age 6 and hanging around the neighborhood's Yiddish theaters selling snacks. He got his first break at age 11, getting a part in a play called The Dishwasher. "I was shaped by the whole experience of the Depression," he told The San Francisco Examiner in a rare serious moment in 1996. "The humiliation of the competition in the theater, the humiliation of poverty."

He spent three years as a U.S. Army Air Corps radio operator and cryptographer in England in World War II. Glenda Jackson, his costar in 1978's House Calls and 1980's Hopscotch and now a member of the British Parliament, recalls Matthau telling her that "he visited Cambridge, and he asked a don [professor] directions to somewhere. The man said, 'I'm going that way. If you follow me I'll take you there.' Walter, being Walter, was attempting to make conversation. At which point the don turned around and said, 'I said I would take you where you wished to go, I did not say I would enter into conversation with you.' He loved that."

Returning to the States, Matthau studied acting on the G.I. Bill at New York's New School for Social Research. By 1948 he was working regularly on Broadway. But with a face seemingly designed by a cartoonist—all jowls and eyelids topped off by a nose on loan from W.C. Fields—he was consigned to journeyman work on stage and in films such as 1957's A Face in the Crowd. "I could play the guy next door," he told Interview in 1994. "I am the guy next door." He didn't break out as a leading man until he played an Oscar and won another. He perfected the cantankerous slob Oscar Madison to Art Carney's Felix Unger in the 1965 Broadway production of The Odd Couple, and followed it as the cantankerous shyster Whiplash Willie Gingrich to Jack Lemmon's hapless TV cameraman in 1966's The Fortune Cookie, for which he won Best Supporting Actor honors. That teaming with Lemmon—chopped liver and white bread—was so delicious that, for the 1968 film of The Odd Couple, Lemmon took the role Carney had created. The result was a smash, the fifth highest-grossing film of the year. They would keep working together through 1998's The Odd Couple II, their comedy tics aging like fine whine. "The main thing I like about Jack," Matthau told PEOPLE in 1998, "is that he bathes every day, so I don't have to worry about being assaulted odoriferously."

There was much joy in their schtick. Take their first meeting, as Matthau used to describe it: "I went into a deli in [L.A.'s] Brentwood—it was a Jewish deli—and there was Jack Lemmon, and I said, 'Hi, mind if I join you?' I asked him what he was going to eat. He said, 'I'm going to have fried shrimp and a chocolate frappé.' I figured he was nuts and I fell madly in love with him." Nonsense, said Lemmon: The pair met in Sardi's in New York City. Matthau, he said, was still squirming from the night before, when he had sat on and broken a glass coffee table at Gloria Vanderbilt's house. "Gloria walked over," Lemmon added, "and said, 'Look what you've done to my coffee table.' " In real life, though, the pair confessed they had never exchanged a cross word. Ann-Margret, costar of both 1993's Grumpy Old Men and its 1995 sequel, says, "Walter used to whisper to me, 'You know, when you talk to Jack today, please try to cheer him up, because he's not feeling well.' It was so cute. Because whenever there was something wrong with Walter, Jack would come up to me and whisper, 'You know, Walter is not feeling good today. Could you cheer him up?' It was such a sweet thing. They loved each other so much."

In fact, Matthau had little in common with his crusty screen alter egos—he was a Mozart lover who once guest-conducted the Los Angeles Mozart Orchestra and was, he told The Odd Couple's author, Neil Simon, a natural to play fussy Felix Unger. But like Oscar Madison, he did cop to a lifelong love of the ponies. "He was a compulsive gambler," says Tony Curtis, a friend since the pair studied acting together in the late 1940s. "He was diabolical. He knew how to handicap every horse. He knew everything about gambling except how to win. He was always broke."

So broke, in fact, that in the '50s, Matthau owed bookies several hundred thousand dollars. Luck finally shone for him at two-for-one odds. He got a part in Broadway's Will Success Spoil Rock Hunter? and fell in love with cast member Carol Marcus, the former bride of The Human Comedy author William Saroyan. At the time, Matthau was married to Grace Johnson, whom he had wed in 1948. Matthau and Johnson divorced in 1958 and he married Carol the following year. "From beginning to end, this was a great love affair," says Gloria Vanderbilt. Carol said in 1992, "My favorite thing in the world is to sleep with him and wake up and see these sparkling eyes looking at me."

He was just as loving with their son Charlie. Carol Burnett, who co-starred with Matthau in 1972's Pete 'n' Tillie and again in the 1998 CBS TV movie The Marriage Fool, which Charlie directed, says that during the latter's filming, "he would kiss Charlie in the morning on the lips! Walter would come up and go, 'Moochie, moochie, moochie,' and pinch his son's cheeks and say, 'Give Daddy a kiss!' And go 'smack!' and look at me and say, 'Isn't he delicious!' He just knew how to love."

And knew how to keep those around him in stitches. "We couldn't wait for him to come into the makeup trailer in the morning," Burnett remembers. "He would just regale us with very raunchy jokes and then turn right around and put a CD of his favorite opera on and start singing!" One time, Burnett recalls, the pair were on a plane together when they saw Jackie Onassis board. "And I leaned over to Walter and said, 'Aaaah, if this plane goes down I get third billing.' And he said, 'Yes, and she gets second.' "

That keen sense of humor carried him through countless health crises: In 1966, Matthau suffered a heart attack, which caused him to quit smoking, and a decade later he underwent a quadruple bypass operation. He beat cancer three different times. All of which made Charlie decide he had better write his father a detailed note in a Father's Day card last year. "You are a giant," the card read. "The most loyal and patient husband, and as a father, a volcanic and infinite explosion of unconditional love, universal wisdom and a supernova of everything that is right and good in this world. Apart from that, however, I'm not very pleased with you!" The child-hating grouch of The Bad News Bears and Dennis the Menace "broke down all of a sudden and cried," says Charlie. "And then he never mentioned it again."

Kyle Smith
Ulrica Wihlborg in L.A., Pete Norman in London and Cynthia Wang in New York City

  • Contributors:
  • Ulrica Wihlborg,
  • Pete Norman,
  • Cynthia Wang.