That cloudless rarity, a book that you hope will never end. Matthau tells of life with her two best friends, millionaire, Gloria Vanderbilt and Oona O'Neill, daughter of Eugene O'Neill and wife of Charlie Chaplin; of her marriages to William Saroyan and Walter Matthau; and of her lifelong friendship with Truman Capote. All that could make this simply a superior memoir. But something at once concrete and cloud-borne in Matthau's voice binds the reader to the sheer openness of her feelings--and the honesty of her lies. Her childhood: an illegitimate birth, foster homes, and then sudden wealth when her mother marries a pioneer in aviation. Carol, Gloria, and Oona form a honey-faced trio of beauties who come at you like walking cupcakes. Gloria is the poor little rich girl who marries aged conductor Leopold Stokwski, later loses all her money, then goes into business franchising her name and makes more than she inherited. Oonn, 18, marries Chaplin, 52, raises a huge brood, then dies of ""a broken heart"" (drink, really) after Chaplin's death. Matthau marries Saroyan twice, finds herself chained to a sick gambler and rotten (not to say insane) tyrant famed for loving humanity. Her third buddy throughout life is Capote, whom she meets when he is on a ladder spying on her in her bath. Then she meets another sick gembler--mordant, married Walter Matthau--and has a four-year affair with him. The lovers' dialogue reaches a grand wittiness, with Walter ready to bet away the ground under Carol's feet. Life with Walter is a masterpiece of pain and laughter, underwritten by Carol's own lingering, near-fatal illness. Time will blunt its shears on this triple-resistant book.