August 17, 1992 12:00 PM

IN THE LIVING ROOM OF HER SPRAWLING, chintz-bedecked home, Carol Matthau is looking under pillows for the cigarettes she has hidden from her husband, actor Walter. “I don’t want him to know I smoke,” she says. Matthau, 67, has been enacting this charade for the past 28 years of their marriage. An insomniac who spent much of the previous night sipping iced tea and writing her 40th mash note to Gorbachev, her current hero, Matthau is anxious today. Her memoir, Among the Porcupines, has just been published. “I don’t want people to think I’m some frivolous, lucky blonde who’s been spoiled and indulged,” she says. “I am, of course, but there’s a lot more to me.”

Much more, as her chatty, star-studded autobiography shows. Born in poverty and then raised in spectacular wealth, Matthau has spent her life among the famous. Her best friends in girlhood were Oona O’Neill, daughter of Eugene O’Neill and later the wife of Charlie Chaplin, and heiress Gloria Vanderbilt. Her teenage pal was Truman Capote (who told her he modeled his Breakfast at Tiffany’s heroine, Holly Golightly, after her), and she was romanced by writer James Agee. She had two tempestuous marriages to Pulitzer-prizewinning playwright William Saroyan and a four-year affair with the then married Walter Matthau. Never one to stint on the dramatic, Carol says she wrote her memoir “about the wonderful people I’ve loved”—though her portrayals are hardly sugarcoated. (She calls Merle Oberon narcissistic and Dinah Shore a lousy cook.) “All I’ve really known.” she says, “is love and treachery.”

The treachery began early. Carol’s mother, a Russian émigré named Rosheen Doree, was 16 when she got pregnant, and Carol never knew her father. Rosheen later married and had a second child, Elinor, but when she came home from the hospital, Carol, though only 2, sensed something was wrong. “My stepfather pointed to me and said, ‘Now we can put this one up for adoption,’ ” says Carol. “My mother handed him the baby, grabbed me and walked out the door.

Rosheen divorced her husband and supported her daughter during the Depression years by working in a hat factory while Carol was boarded in foster homes. “It was lonely and frightening,” says Carol, who saw Rosheen only on infrequent visits.

The year she turned 8, everything changed. Rosheen, a beauty, had met Charles Marcus, cofounder of the Bendix Corporation, on a blind date, and in 1933 she married him. Suddenly wealthy, Rosheen reclaimed Carol and brought her to live in Marcus’s 18-room duplex on Fifth Avenue. A year later Carol was reunited with her sister, who had also been in foster homes, and Marcus adopted them both. Happy at last, Carol never lost her sense of life’s precariousness. “My first eight years felt right out of Dickens, and then I was swept away in a gold carriage,” she says. “I kept wailing for it all to blow away.”

As a teenager in the early 1940s, Carol attended Manhattan’s tony Dallon School and became a belle of New York City’s prewar nightlife, attending as many as 12 parties a night, often with her friend Oona. “Those were velvet nights we thought would never end. The only thing that counted was how you looked,” says Matthau, a pale, breathy-voiced beauty who maintains her pallor to this day with the aid of chalky-white face powder. (“I photograph like an ax murderess,” she says.) She met Gloria Vanderbilt at a party, and soon she, Carol and Oona were fixtures in the society pages. Though they seemed a trio united by privilege, Carol thinks their friendship had a darker source. “We were all orphans,” she says. “Gloria’s father died when she was young, and Oona’s father refused to even see her. It was a terrible feeling of abandonment that drew us together.”

Carol was 16 when a friend of her mother’s, bandleader Artie Shaw, introduced her to William Saroyan, author of such hit plays as The Time of Your Life. “Carol was all glitter and upper-class society, which was very attractive to Bill, who treated himself as if he were from the gutter,” says Shaw. Matthau liked what she calls Saroyan’s “gangsterlike good looks,” and though at 33 he was 17 years her senior, they started dating. After Carol got pregnant year later—something she says Saroyan demanded since he wouldn’t marry a woman without proof of her fertility—they wed.

There were troubles from the first. “Bill was considered this great humanitarian,” says Carol, “but he wasn’t a nice man.” A brooding melancholic, Saroyan often broke into public rages at her because he thought she was a liar. According to Carol, sex was their sole bond. “The only time he was civil to me was when I was sleeping with him,” she says. “I had sex just so he wouldn’t be mad at me.”

Saroyan was also a gambler. During one writer’s-block period in San Fran-Cisco, where the couple had moved in 1945, he went on a three-day binge, lost hundreds of thousands of dollars at craps and horse race and then sold his house and all its contents. He and Carol took their two children, Aram (now 49 and a writer) and Lucy (46 and an actress), and moved to New York City. They divorced in l949. for the next two years Saroyan tried to get Carol back, and in 1951, for reasons she still doesn’t comprehend, Carol remarried him. “I guess it proved he still loved me, and that made me feel better about myself.” she says.

A year later, when they divorced again, Carol refused to ask for alimony. “It’s the most killing thing I could think of, for someone to pay to get rid of me,” she says. With no money of her own (her stepfather paid only for the children’s health care and education), she went to work, acting in small parts on TV and later on the New York stage. She also wrote a novella, The Secret in the Daisy. Though Saroyan saw the children periodically. it was Carol who supported them. (Saroyan, who wrote bitterly about his marriage in several novels, died of cancer in 1981.)

Carol met Walter Matthau when she was cast in Will Success Spoil Rock Hunter? a play he was starring in on Broadway. Unhappily married at the time, Matthau flirted with her, and they began an affair. They wed after his divorce in 1959. Though often cast as the grouchy slob in such films as The Odd Couple, Matthau, 75, is in his wife’s estimation a dream mate. “My favorite thing in the world is to sleep with him and wake up and see these sparkling eyes looking at me. she says. Walter is similarly smitten. “I found someone who is in with my insanities,” he says.

One of those, presumably, being the vice he shared with Saroyan: gambling. Matthau gambles more frequently, it less recklessly, than Saroyan did, and his wife has never confronted him about it (though he was several hundred thousand dollars in debt when they met). “Of course he wouldn’t gamble if it wasn’t a disease,” she says. Her longtime friend actress Maureen Stapleton thinks that the ability to overlook even major foibles is one of the reasons men haw flocked to Carol. “She has the gifts of a born courtesan,” Stapleton says. “Most wives would yell if their husband had the monumental gambling problem Waller does, but not Carol.” Says Carol: “I want to make my husband happy. I agree with that writer who says a woman who seeks equality gives up her superiority.”

In the late 1960s, after their son. Charlie, was born, the Matthaus moved to Los Angeles. Though Artie Shaw once told him, “You don’t have a mother, you have an elf,” Charlie, now 28 and a film producer, has no complaints. “My mother always taught me to work hard and not flaunt my good fortune,” he says. Aram and Lucy, who have been estranged from their mother since 1989, may harbor harsher sentiments toward her. Neither they nor their mother, however, will comment on the reasons for the rift. Carol says only, “We were never a family in the Norman Rockwell sense. I grow up in a splintered family, and that is what I have now.”

She and Walter, though, are as solid as ever. This month Carol has joined him in Chicago while he portrays the gruff Mr. Wilson in a new film version of Dennis the Menace. She plans to write while she’s there—more reminiscences. That might sound ominous to friends like Stapleton, whom Carol characterized in Porcupines as a drinker who “rarely took baths…the alcohol disinfects her.”

But Stapleton feels no rancor. “Carol can say the most outrageous things, but coming from that flower, it just doesn’t mailer,” she says. And Matthau can take it as easily as she dishes it out—well, almost as easily.

“I could call Carol a whore, a thief or a killer,” says Stapleton. “But I could never tell her she wears too much makeup.

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