First, an explanation: Despite my headline, I'm giving this film only 8 stars because overall this is NOT one of the best films ever made. All the criticisms registered here have valid points. Also, be warned that to enjoy the script you really need to appreciate Neil Simon's brilliance with finding the wit within real human banter. He does have a distinctively New York ear for dialogue -- especially dry, Jewish, love-suffused sarcasm -- and if you have trouble accepting sarcasm as an expression of love, then you might have trouble accepting the optimism at the heart of this movie.

So much for warnings. Here's my main point: Walter Matthau is flat-out perfect, even beyond perfect, in this movie. I have never seen him funnier, or more touching for that matter -- because at the same time that he shows us the hilariousness of this character who refuses to give up his Big Star self-image or insufferable attitudes even as his coherence is in decline, he also shows us the more vulnerable, maybe even heartbreakingly scared person inside the grouch. And he only barely shows us that sad part -- it's just enough to really get to you if you happen to be coping with your own father's or husband's mental decline right now (I mention this as a warning), but artistically, it's just enough pathos to give this character the most authentically deep roots I'm seen in possibly any film performance. This is beyond Method acting -- Matthau's performance is exquisite as character work and a pure delight as comic delivery. This is a masterpiece of comic acting.

About Richard Benjamin: I personally find his acting annoying in general, and his work in this movie is no exception -- although he has some fine moments here. ("Chicken is funny...." is one of them.) So if you like him, you should like him here, and if you don't this movie won't change your mind.

About the 1976 Oscars...I agree that Matthau was unfortunate to be up against Nicholson in "Cuckoo's Nest" that year. It was a killer year for leading-actor competition; if only there were separate Oscars for comedy and drama, then I think the Best Actor Oscars would have gone to Al Pacino for "Dog Day Afternoon" and to Walter Matthau for "The Sunshine Boys" -- not to dis Jack's fine work as McMurphy, but I think that Pacino and Matthau were each CLEARLY more masterful and astoundingly effective and downright legendary in their performances than Nicholson was that year. Also, I believe that Burns got the Supporting Actor Oscar more for sentimental reasons than for the quality of his performance -- I mean, he was good in this movie, but not THAT good. (Burns's fine-as-ever but unexceptional-in-itself return to show biz beat Brad Dourif's truly brilliant debut in "Cuckoo's Nest," not to mention Chris Sarandon's stunning debut in "Dog Day Afternoon" -- which I think proves my theory.)

Oscar theories aside, here's my bottom line review: If you like Matthau's comic acting, then see this movie and savor his powerhouse tirades and wonderful grandmother-inspired gestures, fleeting facial expressions and seemingly unscripted asides. (But if you're currently dealing with the pain of watching an old person lose his grip, then be warned that this movie might either be the comic relief you need or a dose of reality too painful to watch right now.)

Simon's carefully written dialogues are truly electrified by Matthau and Burns. You can literally hear the script crackle. There are few movies out there that can develop such a relationship between the actors and the script. For example, the famed reunion scene could have been a lot duller with less-quality actors involved. Matthau seems to had been born to play Willie Clark (of course, Oscar moreso in the Odd Couple), and with all of the little idiosyncracies and mannerisms that Matthau crams into the character (the line where he is arguing that he is with it since he lives in the city whereas Lewis lives in the country that Lewis is "out of touch" is the quintessential example of this) make this one of the best performances I've ever seen of any actor in any role, be it comedic or drama or whatever else. Period. Matthau and Burns work excellently together; the contrast they portray accentuates Simon's superb knack at creating comedic conflict. This movie is simply one of the ultimate "must-sees" and does demand a rightful prestigious place in the pages of film history.

Willy Clark (Walter Matthau) and Al Lewis (George Burns) used to be a famous vaudeville comedy duo. Agent Ben Clark (Richard Benjamin) struggles to help his grumpy absent-minded uncle Willy. ABC wants to do a variety show of comedy history and they want both Lewis and Clark. They can't stand each other and haven't seen each other in 11 years. Al has been living the quiet life with his daughter in New Jersey. Ben needs to convince them both to reunite for just one night.

I find Willy Clark more sad than funny. He is super grumpy and his bitterness doesn't make it easy to like him. He needs more loveability. It takes away from some of the comedy early on. George Burns is funnier. He's so deadpan. I love the Ah-stick. When the two of them get together, they are hilarious. Matthau's grumpy old man and Burns' biting remarks fit perfectly. The duo is a comedy master class. Their rehearsal together is comedy insanity. The movie with them apart isn't quite as funny.