Cloris Leachman and Rusty Arena make an unusual pair.

Leachman, who at 83 has become a household name after a wildly popular stint as the oldest contestant to participate in Dancing with the Stars, is an outspoken Hollywood star who blurts out just about anything on her mind.

The boyish-looking Arena, 55, is a soft-spoken artist and designer who creates gorgeous hand-printed textiles in a large warehouse studio surrounded by grassy vacant lots on Houston’s northside.

But the two have been close friends for more than 20 years. It all began with a chance encounter at Harry’s Bar in Venice, when Leachman and her daughter met Arena and a couple of his friends on an Italian vacation. Her son had died a month earlier and she was in an uncharacteristically melancholy mood. Arena snapped her out of it.

“We just fell in love,” she recently recalled. “They got us to leave Venice and go with them to Milan on a train….After that, whenever we traveled, Rusty and his friends would meet us or we would meet them. And then (his friends) got a divorce, and I’m just in love with Rusty now. I don’t love anyone else. Only this little darlin’.”

The duo reunited last week when Leachman was in Houston as the featured speaker at the Alzheimer’s Association luncheon at River Oaks Country Club. Afterwards, she relaxed on a sofa in the middle of Arena’s vast warehouse and talked about their good times together.

In 2000, Leachman Asked Arena to re-do her California condo. She went off to film a movie while he stayed at the house for two months, painstakingly sponging walls with two-toned beige paint to create unique-looking stripes and patterns.

When she returned, she hated what he had done at first. She left him a series of phone messages over the day that progressively changed in tone. Arena recalls that the messages ranged from, "Oh my God, that's the most horrible thing I've ever seen" to "It's getting better" to "It's the most beautiful thing I've ever seen."

Having painted her house, Arena’s was next commissioned to paint Leachman’s body for the cover of an alternative health publication. Editors had asked for a photograph, but she didn't have one. "I started thinking, I wouldn't buy a magazine with an old lady on it, would you?" So she asked him to do something different.

Using grease paint, he worked 14 hours to transform her body into a cornucopia of watermelon, potatoes, cabbage, lettuce and other fruits and vegetables.

“After it was all done, we had to figure out how to get her into the automobile (to travel to the photo shoot),” Arena recalled. “We finally wrapped her up in Saran wrap. She looked like something in produce with a bar code.”

Just a few months ago, Leachman wrapped herself in a gown of cabbage leaves for a “Let Vegetarianism Grow on You” ad campaign for the People for Ethical Treatment of Animals. She’s also served as grand marshal at the 2009 Tournament of Roses parade and recently completed a psychological thriller, “The Fields,” out next fall.

“It’s wonderful. It’s the first picture I’ve starred in since Young Frankenstein,” Leachman said.

Seizing the moment in hopes of enticing the actress to repeat her famous line from the movie, Houston photographer Phyllis Hand jumped in and asked Leachman, "Is there a line that you have said in a movie that people ask you to say?”

Of course,” Leachman replied. “Everyone knows (the line from Young Frankenstein) ---- YES, YES, YES, YES, YES – HE – VAS – MY – BOYFRIEND!”

“That’s what I wanted to hear,” Hand said, laughing.

Such iconic performances, along with her recent stint on Dancing with the Stars has won Leachman a whole new generation of fans. She serves as a role model, although she’s not happy about being a senior citizen.

“I’m old,” she said. “When I turned 80, everything started hurting."