LADIES AND GENTLEMEN, MY FIRST GUEST TONIGHT IS AN EMMY

AWARD-WINNING ACTRESS YOU KNOW FROM "BROKEBACK MOUNTAIN," "MY

WEEK WITH MARILYN," AND "FOSSE/VERDON."

SHE NOW STARS IN THE NEW STEVEN SPIELBERG MOVIE "THE

FABELMANS." PLEASE WELCOME BACK TO "THE LATE

SHOW," MICHELLE WILLIAMS. ♪ ♪ ♪

( APPLAUSE ) >> Stephen: GOOD TO SOO YOU.

( APPLAUSE ) >> Stephen: GOOD TO SOO YOU.

>> WHAT NICE FRIEND YOU HAVE. >> Stephen: I DO.

I HAVE SOME LOVELY FRIENDS I'VE INVITED IN JUST FOR THIS

EVENING. I HAVEN'T SEEN YOU SINCE BEFORE

THE PANDEMIC, APRIL, 2019, FOR "FOSSE/VERDON."

WICH YOU WON THE EMMY FOR. CONGRATULATIONS FOR THAT.

( APPLAUSE ) PERFORMANCE.

>> THANK YOU. >> Stephen: SUCH A WONDERFUL

SHOW. THANK YOU SO MUCH FOR THAT.

>> THANK YOU, THANK YOU SO MUCH. >> Stephen: YOU HAVE ANOTHER

PROJECT. YOU'VE HAD TWO CHILDREN, BOTH

DURING THE PANDEMIC. >> TWO KIDS IN ONE PANDEMIC.

>> Stephen: EXACTLY. THAT IS EFFICIENT.

GOOD FOR YOU. GOOD FOR YOU.

IS IT-- HOW-- HOW ARE THEY DOING?

EVERYBODY IS GOOD? >> YEAH, EVERYBODY IS GOOD,

HAPPY, HEALTHY. I HAVE A TWO-YEAR-OLD, MY 17, MY

TWO, AND MY SIX WEEK. >> Stephen: SIX-WEEK-OLD.

THAT'S EXTRAORDINARY. ( APPLAUSE )

SO YOU'RE NOT SLEEPING AT ALL RIGHT NOW.

>> NO, WE'RE NOT SLEEPING. THE TEEN KEEPS US UP LATE AND

THE BABIES GET US UP EARLY. SO, WE'RE NOT SLEEPING BUT --

>> Stephen: ANYTHING NEW ABOUT NUMBER THREE FOR YOU?

>> THAT THERE ARE NO PICTURES OF THE BABY.

YOU KNOW, IT'S YOUR THIRD BABY SO YOU'RE NOT REALLY PUTTING ON

THE CUTE CLOTHES AND DRESSING UP AND HAVING A PHOTO SHOOT.

YOU'RE JUST... YOU KNOW.

>> Stephen: GETTING IT DONE. >> GETTING IT DONE.

>> Stephen: OUR THIRD, A BOY, OUR THIRD, WHEN HE WAS, I DON'T

KNOW, SIX OR SEVEN YEARS OLD, HE GOES, "I'D LIKE TO GO TO A ZOO

SOME DAY." AND WE SAID, "OH, YOU'VE BEEN TO

THE ZOO." AND HE SAID, "I HAVE NEVER BEEN

TO THE ZOO." AND WE SAID, "OH, DAMN, THESE

THE THIRD ONE." WE SAID, WE DID THAT WITH THE

FIRST ONES. YOU'LL BE FINE.

IT'S ANIMALS, IT SMELLS BAD, IT'S KIND OF SAD."

WHAT ABOUT BABIES DURING COVID? DID THAT HELP-- THERE'S A

NESTING INSTINCT ANYWAY. DID IT HELP TO SORT OF HAVE TO

BE AWAY FROM OTHER PEOPLE? >> YEAH, IT'S A GREAT TIME TO

HAVE A BABY. I MEAN, ONE THAT REALLY LIVENS

UP A QUARANTINE. YOU DROP A BABY IN, AND NOBODY

WANTS TO COME OVER. NOBODY WANTS TO SEE THE BABY.

YOU DON'T HAVE TO FEED PEOPLE. YOU DON'T HAVE TO PRETEND TO BE

ABLE TO CARRY ON A CONVERSATION. YOU CAN JUST, LIKE, STARE AT

YOUR BABY. >> Stephen: AM I MAYBE,

TOTALLY, OVER HARD TO TELL, NO ONE IS TALKING TO US ABOUT IT

ANY MORE, THE THIRD BABY-- IS THE BABY IN QUARANTINE?

>> THE BABY IS BASICALLY IN QUARANTINE.

WE STILL WEAR MASKS. I DON'T KNOW IF ANYBODY ELSE--

WELL, YOU'RE ALL MASKED. ( APPLAUSE ).

COMPLICATED. >> I SHOULD HAVE BROUGHT THE

BABY! >> Stephen: NO, IF YOU NEED A

LITTLE OUTFIT, WE'VE GOT YOU A LITTLE-- A LITTLE "LATE SHOW"

ONESY RIGHT HERE. >> THANK YOU VERY MUCH.

>> Stephen: I HOPE IT'S THE RIGHT SIZE.

>> THANK YOU VERY MUCH. >> Stephen: YOU'VE ALSO GOT A

NEW MOVIE CALLED "THE FABELMANS," DIRECTED BY STEVEN

SPIELBERG. THAT'S ONE OF THE FEW GREAT

PLEASURES IN LIFE THAT YOU CAN'T BUY-- GETTING A CALL FROM STEVEN

SPIELBERG SAYING, "DO YOU WANT TO BE IN MY MOVIE?"

>> I STILL FEEL LIKE I'M HAVING AN OUT-OF-BODY EXPERIENCE.

LIKE, I'M IN A MOVIE WITH STEVEN SPIELBERG?

NO. BUT IT'S TRUE.

YEAH. I GUESS I MADE A MOVIE WITH

STEVEN SPIELBERG. >> Stephen: THAT'S WHAT IT

SAYS ON THE CARD RIGHT HERE. ( LAUGHTER )

WHAT IS "THE FABELMANS" ABOUT? >> IT'S ABOUT HIS FAMILY.

IT'S ABOUT HIS LIFE. BOOTS HIS CHILDHOOD, AND I'M HIS

MOMMA. >> Stephen: YOU'RE MITZI.

>> Stephen: YOU'RE MITZI. TWO-PARTER-- WHAT'S SHE LIKE?

AND, I MEAN, I SUPPOSE THIS IS BASED-- I DON'T KNOW HOW CLOSE

IT IS BASED ON HIS MOTHER, BUT TO YOU, WHAT IS SHE LIKE?

AND HOW DO YOU PREPARE FOR THAT ROLE?

>> WELL, THERE'S SO MUCH-- I MEAN, HE'S BEEN SHOOTING FOOTAGE

OF HIS FAMILY SINCE HE WAS A KID, SO THERE'S SO MUCH

BEAUTIFUL DOCUMENTATION OF HIS CHILDHOOD.

>> Stephen: FAMOUSLY, HAS SO MANY SUPER 8 MOVIES.

>> SO MANY SUPER 8 MOVIES, SO MANY BEAUTIFUL PHOTOS.

AND HE HAD AN EXTRAORDINARY CHILDHOOD.

WHEN YOU LOOK AT THE PHOTOS, THEY'RE SO EVOCATIVE AND SHE WAS

A LARGER-THAN-LIFE PERSON AND SHE COMES THROUGH IN EVERYTHING

YOU SEE, EVERYTHING YOU LISTEN TO, SHE HAD THIS INCREDIBLE

LAUGH THAT WAS SORT OF LIKE A-- KIND OF LIKE MY TOUCHSTONE FOR

THE PART. THE THING I WOULD LISTEN TO

BEFORE EVERY TAKE, WAS JUST THIS GUIDE TRACK OF HER LAUGHING OVER

THE YEARS. YEAH.

>> Stephen: AND SHE WAS AN ARTIST IN HER OWN RIGHT.

SHE WAS AN ASPIRING ARTIST. >> SHE WAS A REALLY ACCOMPLISHED

PIANIST, AND PUT THAT DOWN TO RAISE FOUR CHILDREN BUT HER

ENTIRE LIFE WAS KIND OF A WORK OF ART AND SHE PASSED IT ON TO

HER KIDS. >> Stephen: WE HAVE A CLIP

HERE WHERE MITZI IS PRESENTING TO HER SON, SAMMIE, IN THIS

CASE, A MOVIE CAMERA, AND IN SOME WAYS, IT FEELS LIKE PASSING

ON, LIKE, A BENEDICTION, TO GO, YOU KNOW, MAKE SOME ART.

>> SHE SAW IT IN HIM. SHE SAW-- SHE SAW IT BEFORE

ANYBODY ELSE DID. AND SHE-- IT'S A TRUE STORY, SHE

GAVE HIM HIS FIRST CAMERA. >> Stephen: JIM.

>> SAMMY. WE'RE GOING TO USE DADDY'S

CAMERA TO FILM IT. ONLY CRASH THE TERRAIN ONCE,

OKAY? THEN AFTER WE GET THE FILM

DEVELOPED, YOU CAN WATCH IT CRASH OVER AND OVER TILL IT'S

NOT SO SCARY ANYMORE. AND YOUR REAL TRAIN WILL NEVER

GET BROKEN. ONE MORE THING, DARLING.

LET'S NOT TELL YOUR FATHER. IT WILL BE OUR SECRET MOVIE,

JUST YOURS AND MINE. OKAY?

>> OKAY. ( APPLAUSE )

DON'T MIND ME ASKING, WHO WAS THAT PERSON FOR YOU IN YOUR LIFE

WHO SAW THE TALENT IN YOU AND CULTIVATED THAT AND ENDORSED

THAT FOR YOU? >> GOSH, I THINK ABOUT THIS

PERSON A LOT, ACTUALLY. IT WAS MARYBETH PEELE, WHO

PLAYED GRAMS ON "DAWSON'S CREEK."

SHE WAS, LIKE, MY ONSCREEN GRANDMA, BUT SHE WAS MY

REAL-LIFE MAMA. I'M HAPPY TO BE ABLE TO SAY

THAT. I THINK ABOUT HER ALL THE TIME,

AND EVERY CHANCE I GET IT'S JUST SO NICE TO REMEMBER HER AND TO

TALK ABOUT HER. >> Stephen: WE HAVE TO TAKE A

LITTLE BIT OF A BREAK. BUT WE'LL BE RIGHT BACK WITH

MORE MICHELLE WILLIAMS, EVERYBODY.

STICK AROUND.