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George Carlin was between planes, between cities and maybe between lives.

He was on the phone in the Memphis airport, pausing in a multi-hop, skip and jump to another college campus for another one-night stand.He was on his way to reinforce a comic career that has made him one of America's funniest men, a standup comic with a manic manner and a mind that looks at things, well, differently.

It's the kind of mind that ponders the strange in the common. "Jumbo shrimp," he once observed. "Now is that a large shrimp or a small jumbo?"

And there's the classic routine that starts with the simple notion that you need a place to put your stuff.

There's been a string of hit comedy albums, a record of successful talk-show guest shots and, or course, the tedious weekend one-nighters before live audiences, the kind of show you can see occasionally on pay TV.

It's been a lot of laughs, professionally, but it has also been one long sidetrack -- an excursion, a Sunday drive that got out of hand, a trip down a road he had no intention of following so far. But one day he stood up, said something funny and people laughed. Fate had laughed. Fate had spoken.

Today, though, fate was snarling air traffic, and Carlin was waiting for a delayed, canceled or diverted flight into or out of Memphis -- or was it Nashville ? -- and he was not especially amused. Just determined. Determined to catch the plane and make the appearance, collect the laughs and head home. And determined to change it all, change it back to what it was intended to be in the first place.

It didn't start out with the one-night stands. It started with a dream. The dream that danced in George Carlin's head was to be a movie star.

"It's a long-deferred youthful dream," he said. "My early idol was Danny Kaye. I liked Danny Kaye. He was the one I could focus on. He had a lot of verbal dexterity, he could do rapid-fire dialog and he was physical, and I'm physical too."

The plan, Carlin recalled, was to become a disc jockey, get into doing standup from there and use that as a springboard to the movies. "I got short-circuited at comedy," he said.

It's been a long short-circuit. Carlin is 50 now. Is this a way for a grown man to make a living? Shouldn't he be home with his wife? For Carlin, it's time to kick back and reach back and grope for those unfulfilled dreams. It'll take a lot of work. It's already taken four or five years.

The first problem, he said, was to convince movie-makers that he could do something other than stand up and make people laugh. "We knew we would have to educate producers," he said, referring to himself and his business partner.

There had been a few small breakthroughs years ago, but Carlin would rather not dwell on things such as his bit part in "Car Wash." It was one day of work in a role he patched together out of his standup material. He could have phoned it in.

But more recently there was "Outrageous Fortune." Another bit part-- upgrade that to cameo. Bette Midler. Shelley Long. High profile. Big box office. Outrageous!

There's another film on the way, "Bill and Ted's Excellent Adventure." And now there's another movie on its way to a television near you. It comes with a rich pedigree -- Blake Edwards wrote and directed it -- and an idea with comic possibilities.

Carlin plays the title character in Justin Case Sunday night at 6 p.m. on "The Disney Sunday Movie" on ABC (Ch. 4). Case is a private detective who comes back as a ghost to investigate his own murder. Molly Hagan plays his sidekick. It's sort of the flip side of "DOA." Or the funny side.

Anyway, it's an important outing for Carlin, which is why he took time to call and talk about the film while waiting for his flight.

"It was a chance to work with Blake Edwards," he said, "as well as to get to other people who can directly or indirectly promote his movie career. People like other producers. People like TV viewers."

Depending on "Justin's" reception, there's a best-and worst-case scenario ahead. "The worst thing that could happen would be to be on the road" indefinitely, he said. The best thing would be to do one feature film a year.