The Sunshine Boys is a 1975 film produced by Ray Stark and directed by Herbert Ross, based on the play of the same name. The cast included real-life experienced vaudevillian actor George Burns as Lewis, Walter Matthau as Clark, and Richard Benjamin as Ben, with Lee Meredith, F. Murray Abraham, Rosetta LeNoire, Howard Hesseman, and Ron Rifkin in supporting roles. This would be Matthau's last Neil Simon movie until 1982's I Ought to Be in Pictures with Ann-Margret and Dinah Manoff. Woody Allen originally was asked to direct, but he was more interested in playing the role of Lewis and declined the offer. Twenty years later he would be cast as Lewis in a television adaptation. Initially, Bob Hope and Bing Crosby were proposed for the leads, but Simon was opposed to the idea, as he felt the roles required Jewish comedians. Several actors, including Phil Silvers auditioned, and the roles eventually were given to Red Skelton and Jack Benny. Benny was forced to withdraw after being diagnosed with the pancreatic cancer that would soon kill him, and recommended his friend Burns, who had not been in a film since 1939, for the role. When Skelton eventually dropped out as well, possibly because he considered the material too "blue", he was replaced by Matthau.