We begin with Sir Ian McKellen. He joins us from New York. He plays Gandalf the wizard in "Lord of the Rings," the movie that has -- just going to break every record known. It begins a three-part trilogy. Sir Ian, why did you take this part?

SIR IAN MCKELLEN, ACTOR: I was asked. I had never read the book on which it's based. You know, the Tolkien books that were best sellers right through the last century. But once I read the script and -- and canceled the amazing enthusiasm of Peter Jackson, the director, I felt that it's a wonderful part. One of the best I've ever had, and a wonderful range.

KING: Are you surprised at how well it's doing?

MCKELLEN: I think everyone's surprised, frankly. Of course, there was always going to be that rock bed of fans of the book that were going to want to see what Peter Jackson had done with them. But, of course, if they hadn't liked what they saw, then we would never have heard anything more of the movie. But it's gone -- crossed right over to people who have never had any intention of reading such a long novel, and all ages too. And the reason it's worked, I think, is because it's -- it's an amazing adventure story told in a rather old fashioned way, you know. Filled with cliff hangers and excitements, as well as comedy.

But nobody could have seen it coming, you know. And there were many people who thought this movie could never be made. And some of it -- most experienced producers in Hollywood turned down the opportunity. And after all, it's -- this first movie is one of three. You don't even find out what happens at the end and it's still a success. It's against all the odds that it's worked. And there are no international stars in the movie, you know. And it's just Tolkien; Tolkien is the star and the story.

KING: And you, you're the most famous name in it. Are the -- are the other two done?

MCKELLEN: Yes, we were down in New Zealand for over a year and we filmed the next two movies. We're going to have to go and do a few pickups I suppose, but -- and some of the sound is a bit roping (ph). You know the studios down in New Zealand don't have proper sound installation and they're right next door to the airport in Wellington, so we had to dub the entire first movie, and I expect we're going to have to do what we did with that movie with the other two.

KING: He was not the most likely director for this. How well did he do?

MCKELLEN: No. I mean, he's directed, what, a half dozen movies and he's got a cult following amongst people who like blood and gore, which I don't particularly. And, in fact, if I had seen his movies before, then perhaps I wouldn't have been so quick to (UNINTELLIGIBLE). But "Heavenly Creatures," you know, Kate Winslet's first movie, was very good indeed.

He has got kiwi determination. You know New Zealand he is to the very core. He doesn't wear shoes; he wears the same clothes everyday. He's totally dedicated to the job and got a wonderful temperament. He never loses his temper. Very ready to accept suggestions from all departments unnoticed (ph). And he played (ph) the team with him and created almost from scratch a fully-fledged film industry down there. It was the biggest employer of anybody in New Zealand (UNINTELLIGIBLE) we were filming.

And it was very sweet, when they had the premier down there in Wellington, the government actually changed the name of the capital city to Middle Earth (ph) for the day. And we're on the stamps in New Zealand. You know, it's a really big thing. And...

KING: You even got tattooed, did you not?

MCKELLEN: You're not going to ask me to take my clothes off on your show?

KING: No, no, no, I'm not. But you did get tattooed?

MCKELLEN: Well, the fellowship of nine, yes. I think it was Elijah (ph) Wood's idea, who plays the main hobbit. We all went down to a rather seedy tattoo parlor, but then all tattoo parlors are seedy in Wellington. And we had nine in (UNINTELLIGIBLE) somewhere about our bodies. Mine was on my shoulder here. And now Peter Jackson having heard about it has been persuaded to have his own tattoo, but his says, "Ten."

KING: Sir Ian, is it -- is acting acting to you, or is it -- is Shakespeare more difficult than doing a thriller?

MCKELLEN: If the script is good -- and that's my only criteria when accepting a part whether it's on stage or a film or TV -- if the script's good, it's going to support you and you'll be OK. And it doesn't matter whether it's an Agatha Christie script or whether it's by Shakespeare. But there's a big divide between acting on stage and acting on film. And it's -- I've been acting for 40 years now. I've had to learn how to act in movies. And when I adapted Richard III for the screen, that was a big test for me to see whether I could actually carry a movie. That having been done, I then felt confident to go on to do "Gods and Monsters" and other films too.

But it is the same process to a certain extent. There has to be a moment when you discover the character. You do that during rehearsal for a play. But when you're filming, you have to discover the character as the camera is actually rolling. That's the trick of it, it seems to me. And if you can do that, then you're going to appear to be real and in the moment. So there is a difference; they're connected there.

KING: Do you think it odd that since you came out of the closet you've gotten more roles?

MCKELLEN: Well, let that be a warning or an example to other people who feel that they might lose their careers if they come out of the closet, whether they're actors or politicians or scout masters. But it is surprising to some people, but not to me. I think what coming out does for you, as a person, is to give you immense self- confidence. At last, you join the human race and you walk about the world as your own master. And that's what I am.

And there's nothing more important for an actor than self- confidence, you know. And so maybe that's reflected in my work. I don't know. I feel more in touch with my emotions in my private life, as well as in my profession, and that helps too. And I'm very pleased that in Hollywood, as elsewhere, no one seems to give a damn that I'm gay. And it's not reflected in the parts I play. I play gay, straight, young, old, anything that's going.

KING: Do you think people should come out as a general rule in today's society?

MCKELLEN: There is no should about it. But they would feel better about themselves if they did. That is the overwhelming experience of everybody who's ever come out of the closet. They do not regret -- regret it even if it was painful for people around them at the time. Parents, for example, having to adjust. But those adjustments can be made. And once they're made, families grow closer together; people become more confident, and the world becomes a richer place because we admit that there's a variety in the world. And variety is the spice of life.

KING: The wider the scope of the roles, do you like that better?

MCKELLEN: I beg your pardon?

KING: The wider the scope of the parts you play.

MCKELLEN: I tend to like a part that I'm not absolutely certain that I can play. So it's a challenge. Now, if it's Shakespeare, you know there are going to be terrible mountain peaks that you're going to have to climb and have a great deal of experience if you're in hope of even looking at the top, letting alone getting to it. But in Gandalf, I wasn't certain that I could be convincing of the age of the man, or that I could convey his warmth as well as his sternness (ph). And I wasn't certain -- still -- still, I feel I'm new to films, and I was going to be carry off, you know, such an important part.

But in can be a range in many ways. In can be a range of different sorts of characters. There's a wide difference between Magnito (ph), let's say, and Gandalf. But there's also a wide range in working for the camera and working in a small theater, or working, as I'm doing on Broadway at the moment, in a large theater. So it's variety, difference and a challenge, that's what keeps me going, I think.

KING: Always great seeing you. You're one of the masters of the trade.

MCKELLEN: Thank you.

KING: Sir Ian McKellen, on this edition of LARRY KING WEEKEND. He's Gandalf in "Lord of the Rings," a runaway hit. When we come back, Sissy Spacek is next. Don't go away.

(COMMERCIAL)

(BEGIN VIDEO CLIP, "IN THE BEDROOM")

SISSY SPACEK, ACTRESS: She's not divorced yet, you know.

UNIDENTIFIED MALE: It's the same thing. Maine has crazy laws, that's all. Anyway, he loves her boys.

SPACEK: I'm glad you don't think he wants to...

UNIDENTIFIED MALE: Oh, he's not going to marry her.

SPACEK: Well then what's he doing with her?

UNIDENTIFIED MALE: She probably loves him. Girls always have. Let's just leave it at that.

SPACEK: Well, he won't listen to me. I've asked him three times to dismantle that swing set.

UNIDENTIFIED MALE: Oh leave it up. It looks like a young couple lives here.

(END VIDEO CLIP)

KING: We now welcome to this special edition of LARRY KING WEEKEND, Sissy Spacek, maybe the most talked about woman in Hollywood today. She stars in "In the Bedroom;" it recently won the American Film Institute Award -- she won, for best female actor of the year. Also has a Golden Globe nomination for the role. Five best actress Oscar nominations, and won one for "Coal Miner's Daughter." And a lot of people are saying "In the Bedroom" itself will get an Academy Award nomination. Should it as a film?

SPACEK: Absolutely.

KING: Yourself excluded, is this movie worthy of that high a praise?

SPACEK: You know, I -- I try not to think in those terms. But it's -- it's a wonderful movie, and we're -- everyone who worked on it is very proud of it. But I try not to go there. It's just a little safety mechanism that I've -- that I've developed over the years.

KING: The movie is considered what they call in Hollywood a sleeper, right? No one -- there wasn't a lot of advance buzz on this, and then suddenly the critics have been tremendous. Did you like it right away?

SPACEK: I loved the screenplay. When I read -- when I read the script I was just shattered by it and surprised. And I hadn't felt that way about a script in a long time. So I was -- when I was sent the script, it was an offer. So I waited...

KING: So you didn't have to say -- if you said yes, you got it?

SPACEK: Right. So I thought, "OK, now, I'm going to be very cool." So I waited about 10 minutes and then I called and I'm very happy I did.

KING: Are you at all surprised at the reaction to it?

SPACEK: You know, reaction like this is always a surprise, because you -- you don't ever want to take anything for granted. And I found that it's best to always focus on the work. And then when you finish your work, let go of it. And then whatever happens happens, because it's things that we don't have control over. It's thrilling that the critics have responded the way they have and that people are responding the way they are. Because it's your hope of all hopes that people will go to the theater and see the film. And so, yes...

KING: So when other people say it's worthy of seeing, that's the highest praise you can get, right?

SPACEK: That's the highest praise you can get.

KING: You feel like -- what was it like doing it? We know what it was like reading it, and we know what it's like finished. What was it like day to day?

SPACEK: It was a wonderful experience. We were -- we were all there for the right reasons. Nobody was getting rich making this film. And we were all passionate about it. And Todd Field (ph), who wrote the screenplay with Rob Fessinger (ph), who also -- Todd (ph) also directed it. And he did -- oh, he was wonderful to work with.

He made every actor feel like we were the only actor in the universe and that he wanted to know everything that we thought and felt, no matter when we chose to talk to him about a seen. And, quite frankly, I chose to talk to him very late at night sometimes. And he would, I'm sure, would wake up and answer the phone.

KING: You mean you would just call him about a shoot the next day and what you thought about it and...

SPACEK: I would. Or, about something we'd already done. And he would act like -- like he as waiting for my call. That probably won't happen the next time, because...

KING: He's going to be on top. Are -- you liked working with Harvey Weinstein (ph), the Miramax people?

SPACEK: I loved working with Harvey (ph).

KING: They're very -- they roll dice.

SPACEK: Now, what do you mean?

KING: (UNINTELLIGIBLE) they take chances. They're not too...

SPACEK: Well, I think they have good taste.

KING: Yeah.

SPACEK: They have good taste and they -- they really hustle, they really work hard. They really hard work for your films, and you better be ready to work hard with them, because, you know, we roll up our sleeves and go. It's kind of like -- it's kind of like the old days.

KING: Do you see a lot of scripts for someone -- I mean, you're what, 52? I think you've said that, right?

SPACEK: Did you have to say that, Larry?

KING: Well, I think you've said it, that's why. How would I know it unless you -- you said it.

SPACEK: Not in recent years, no.

KING: Do you see a lot of recent years at that age?

SPACEK: You see scripts. Of course, you don't see as many as you -- you do when you're in your 20s and your 30s because it's a youth-oriented industry, and I've already played so many roles that are -- that... KING: Good God, have you.

SPACEK: So, no, but, you know, I feel really fortunate that I have seen so many wonderful screenplays in my long career.

KING: It's hard to believe "Carrie" was 26 years ago.

SPACEK: Well time flies when you're having a good time, doesn't it?

KING: You left the business, too, for a while, didn't you?

SPACEK: Well, no, I read that. But I didn't...

KING: You did not?

SPACEK: Well, no. What is it they say, the -- the rumors of my demise are greatly exaggerated. Well, the rumors of my retirement were greatly...

KING: Well you did (ph) movies (ph), though, right?

SPACEK: I did movies (ph) when we had our oldest daughter and -- just to get a little bit more elbow room.

KING: And she acts now, right?

SPACEK: She does. She does. She's been acting since she was just a wee tot.

KING: Did you encourage that?

SPACEK: But now she's acting in the movies. I didn't encourage it, but I -- I didn't discourage it. Because I feel like if I -- you know, I don't want to be a hypocrite. The film industry has been good to me. And, you know, I think that if I -- I would have done it regardless. And I think that you can't take that away from people. If -- I think she's doing it for all the right reasons. She's done more theater in her short life than I ever have, because I've -- I've not (ph) done any.

And when she, at about six, told us she wanted to act in films. We said, "Well, honey, if you want to act, you can do theater," thinking she'll get it out of her system. But she did everything and was just quite wonderful. So, hopefully, she's doing it for the right reasons.

KING: What do you -- when people say to you, "This woman in 'In the Bedroom', who is she? How would you describe her?"

SPACEK: You know, I would describe her as an average woman, mother, happily married, living in a wonderful part of the country with a -- with a career. She's a music at the local school. She and her husband are happy; they've raised a wonderful son. She's not unlike the rest of us. And what I loved about her, and what I loved about this character in this piece in particular, is it's an ordinary person put in extraordinary circumstances.

KING: What happens to people when extraordinary events occur? A lot of people remember that from recent events, too.

SPACEK: Yes.

KING: Thanks, Sissy.

SPACEK: Thank you, Larry.

KING: Sissy Spacek, she stars in "In the Bedroom." When we come back, Ewan McGregor joins us, and he stars in "Moulin Rouge" and "Black Hawk Down." Don't go away.

(BEGIN VIDEO CLIP, "IN THE BEDROOM")

SPACEK: Oh my God, what happened?

UNIDENTIFIED MALE: All right, hold still.

UNIDENTIFIED MALE: Oh, dad.

SPACEK: This was her husband, wasn't it?

UNIDENTIFIED MALE: Ex. He just dropped in.

UNIDENTIFIED MALE: Are you going to press charges?

UNIDENTIFIED MALE: No.

SPACEK: Well what's to stop him from doing it again?

UNIDENTIFIED MALE: Come on, did you hit him at all? Come on, tell me you hit him.

UNIDENTIFIED MALE: (UNINTELLIGIBLE) he doesn't do it again.

UNIDENTIFIED MALE: I don't think I touched him. Ahh, Jesus, dad.

UNIDENTIFIED MALE: Then what are you going to do?

UNIDENTIFIED MALE: Take karate?

SPACEK: That is not the problem.

UNIDENTIFIED MALE: Mom, you know you like her.

SPACEK: I like a lot of people.

(END VIDEO CLIP)

(COMMERCIAL BREAK)