Behind the Scenes at “Laverne and Shirley”

When “Laverne and Shirley” hit television sets in 1976, they were instant icons. The BFF sitcom duo drew in a historic 60 million viewers on impact, which was the largest audience of any sitcom ever.
Getty Images Photo by Walt Disney Television
Getty Images Photo by Walt Disney Television
The actresses originally appeared on “Happy Days” opposite the one-and-only Fonzie and his square pants buddy Richie Cunningham. The girls were cast as their dates, and it just took off from there. A lot went down during the making of this iconic show, some of it was not so pleasant…

‘A Date with Fonzie’

The date segment was all Garry Marshall’s idea. He happened to be Penny’s brother and knew the girls would be perfect. Both of them jumped at the opportunity. He named them Laverne Defazio and Shirley Feeney and handed the two actresses the script.


Immediately after “A Date with Fonzie,” the classic “Happy Days” episode with Laverne and Shirley double dating Fonz (Henry Winkler) and Richie (Ron Howard), ABC was on the phone and ready to ink the Laverne & Shirley spin-off. Penny Marshall was willing to sign onto her brother’s spin-off project right away, but Cindy Williams declined.

Why Cindy Declined

In an interview at the New York Film Academy, Williams revealed that Henry Winkler warned her that once you take a TV role, you won’t land any film roles. This happened to be true in the 1980s. Williams just finished shooting with Francis Ford Coppola and George Lucas in “American Graffiti” and “The Conversation,” respectively, and she wasn’t ready to leave a film behind.

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In fact, she was auditioning for “Star Wars.” So, she turned down the part as Shirley. Garry Marshall scrambled to find someone else. Meanwhile, Penny talked Cindy into it. Plus, her manager said she had to do it – it helped that ABC made her an offer she couldn’t refuse.

The Actress who Almost Played Shirley

ABC tried to recast Shirley. They chose an actress named Liberty Williams, no relation to Cindy, and taped the pilot episode. It still exists in a vault somewhere at the network, but it never aired.

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The chemistry between Laverne and the new Shirley wasn’t there. The original BFFs were actually close friends in real life, so the new actress would never emulate that. Finally, Garry, who was in charge of directing and producing the spin-off, basically begged Cindy to play Shirley. She relented after he secured her more pay and better billing.

Michael Eisner Gets Involved

Before Michael Eisner was CEO of Disney, he served as a program development manager at ABC. He was so adamant about Cindy Williams playing Shirley instead of Liberty that he hid the pilot episode tape!


It was a mystery at the time. The tape of the episode had gone missing, but no one knew Eisner had stashed it away in a closet.

Casting Frank DeFazio

Phil Foster was Garry Marshall’s first pick to play Laverne’s father. He was a stand-up comic who, as it turned out, had given Garry his first writing job. Garry also wrote jokes for “The Tonight Show” at the time.


Foster was perfect for the role of Frank DeFazio and became one of the sitcom’s classic characters, but not everyone was happy with him on the cast. Some execs at ABC, according to writer and producer Mark Rothman, did not want Foster. They complained that his Brooklyn accent was too heavy and that he mumbled too much.

The Lenny and Squiggy Act

Lenny and Squiggy were created by Michael McKean (Lenny) and David Lander (Squiggy) as acting students at Carnegie Mellon. They took their zany act to Los Angeles, hooking up with comedy troupe “The Credibility Gap” doing radio gigs with names like future “SNL” Harry Shearer.

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The boys landed film appearances as “Lenny and Squiggy.” They even recorded an album together as part of their schtick. They called themselves Lenny and the Squigtones. The eponymous album spawned “Spinal Tap.”

Lenny & Squiggy Clean Up Their Act

It was on “Laverne & Shirley” where this comedy duo became household names. Few knew the original Lenny and Squiggy act was so ridden with expletives that it was unfit for television. The ever-entertaining dingbat neighbors of “Laverne and Shirley” had to tone down their jokes to meet network standards.

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The sitcom would have fallen flat without these obnoxious sidekicks incessantly barging into the apartment. The nutty pair were written into the show, according to sources, to give Laverne a side of classy.

Comedy Connections

Penny Marshall was well connected. Beyond her brother Garry writing and producing “Laverne & Shirley,” she was also married to Rob Reiner, aka Meathead. The couple, pictured here, starred in rival sitcoms with Reiner playing Archie Bunker’s favorite whipping boy on “All in the Family.” “Laverne & Shirley” soared to number one in 1976, its debut year, beating out “Archie Bunker & CO.”


However, by the end of the year, “All in the Family” clinched the top spot. More comedy connections would arise later with Reiner and Spinal Tap. Additionally, Penny and Garry’s sister Ronny Hallin was casting director, and their father, Anthony Marshall, produced.

More Comedy Connections

Just before “Laverne & Shirley” aired, Penny Marshall threw a party at her house and invited the “Lenny and Squiggy act.” She knew them from “The Credibility Gap” and hoped to get these characters on the show. The two performed their zany routine while guests, including everyone from the newly forming show, watched on.

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Garry Marshall was there, of course, as well as co-creators Mark Rothman and Lowell Ganz. It was Garry who pointed out that the boys would make the girls look classier.

Cindy’s Temper Fits

With sudden fame at a young age comes egos. Cindy Williams, apparently, was known to explode from time to time. On one occasion, the actress we know as the sweet-and-even-tempered Shirley drove her car through the wooden arm at the Paramount gate because the guard didn’t recognize her.


She backed her car up and then stepped on it, bulldozing through the gate. Another temper fit on the set of “American Graffiti” found Harrison Ford getting a beating when Cindy’s fists flew in a rage.

Bloated Egos vs. the Writing Staff

Cindy and Penny were a pair backstage as well. Their show hit a record 63 million views just two months after the “Happy Days” episode that launched it. The stars possessed egos to match. According to Garry Marshall, the girls thought they treated the writing staff poorly. “Penny and Cindy were mean,” he said, as well as “bossy” and “narcissistic.”

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David Lander (Squiggy) dished that the show plowed through writers. None were good enough. A toxic power struggle between the cast and writers caused production to go through 12 writing staff, according to Lander. Twelve entire staff. “That’s about 144 people,” Lander said.

Backstage Bickering

Garry Marshall revealed in interviews just how to mean the new superstars were. He said that the actresses were immature during the show’s production and didn’t handle their new fame well.

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According to Garry, his sister and Cindy constantly bickered about who got the most lines. They were like a couple of TV divas. At one point, Cindy walked off the show for two days claiming that Penny got all the good lines. He also revealed that the pair mistreated costars.

The Carmine Spin-Off

Most spin-offs are not as successful as the original. “Laverne & Shirley,” however, became more popular than “Happy Days.” So it’s natural that there was a spin-off of “Laverne & Shirley,” well, almost. It was going to be called “Carmine.”

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The final episode of “Laverne & Shirley” was devoted to a pilot for the Carmine spin-off. It featured Shirley’s boyfriend, Carmine, aka “the Big Ragoo” Ragusa, played by Tony Award-nominated actor Eddie Mekka. The premise was Carmine moving to NYC to be on Broadway.

The BFF Roomies Played ‘Fast Girls’ on ‘Happy Days’

Laverne and Shirley are endearing working-class best buds on their own show. But on “Happy Days,” they were cast as girls from the other side of the tracks. Garry said he needed a pair of “fast girls” for the double date episode with Fonz and Richie, and the rest is history.

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At their Milwaukee apartment working on the assembly line at the Sholz brewery, they’re always fighting back Squiggy and Lenny’s advances. Penny Marshall described the transformation as being “re-virginized.”

The Descent

After four seasons, L&S dived ratings. It never regained the massive popularity of those first years, holding the number one, two, and three spots. During the fifth season, the show plummeted to 42 in the ratings. And, after that, L&S did not get higher than 20th in the Nielson ratings.

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The studio tried everything to revive its ratings. They changed the time slot twice to return it to its original Monday night spot after “Happy Days.” Another effort was moving the whole show to California with the girls working at a department store wrapping presents. It lasted two years in LA and then left the air forever.

Shirley Left ‘L&S’ in the Final Season

The show’s title was not changed to “Laverne” in season eight, but it may as well have been. Shirley was gone. Williams said she was fired because she was pregnant, but showrunners say that’s not true.

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Cindy was pregnant and continued to honor her contract, but, apparently, producers scheduled her to work on her due date and refused to reduce her hours. So, basically, she was forced to leave.

The Laverne Show

Penny continued to star on “Laverne & Shirley” to explain that Shirley had moved away with her husband. Continuing to do the show alone was not Penny’s choice.


She did not want the role after the news came out of Cindy’s departure. On the other hand, acquiring Cindy’s salary certainly helped ease the transition. In real life, Cindy married Bill Hudson and became pregnant. She left after two episodes in season eight.

Laverne & Shirley Brought Fame to New Faces

Michael McKean’s first acting gig was playing Squiggy’s greaser sidekick Lenny. Eddie Mekka, as Carmine, Shirley’s high school crush, landed his first acting job with L&S.

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“Laverne & Shirley” made the entire cast famous. The girls, of course, but also Phil Foster, who had only done stand-up and made appearances on The “Odd Couple” before he starred as Laverne’s boisterous dad. David Lander had gigs with “The Credibility Gap” but became famous as Squiggy.

A Musical Show

The theme song for the sitcom was a 1976 Billboard hit by Cyndi Grecco. “Making Our Dreams Come True” played until it was stuck in your head, kicking in after, “Schlemiel! Schlimazel!! Hasenpfeffer Incorporated!” The perky one-hit-wonder played in the opening credits with besties Laverne and Shirley skipping along.


But that wasn’t the only notable music on the show. Marshall and Williams recorded an album as Laverne & Shirley. Just like McKean and Lander, as Lenny and Squiggy released Lenny and the Squigtones as part of their act, so did the women. Their album was called “Laverne & Shirley Sing.” They covered pop songs from the ‘50s and ‘60s.

Family Ties

We already know Penny, executive producer Garry, and sister Ronny all pitched in making “Laverne & Shirley.” The family from the Bronx was all in. Even their mother made cameo guest appearances. But the heavyweight behind it all was their father, Anthony Marshall, who produced the sitcom.

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He not only produced “L&S,” but several other successful sitcoms under his firm Henderson Production Company. Anthony Marshall was behind The “Odd Couple,” “Happy Days,” and “Mork and Mindy.”

The Cartoon Version

At the height of their fame, Marshall and Williams teamed up with Hanna-Barbera and loaned their characters to the ABC animated series “Laverne & Shirley in the Army.”


The TV stars agreed to voice the cartoon characters, and they even got Henry Winkler on board to voice Fonz. It was based on a 1979 episode called “We’re in the Army, Now.” It ran for two seasons.

The Merch

You know, a TV show was popular if people bought up crates of merch during its run. Several toy companies sold merchandise like “Laverne & Shirley” dolls with moveable parts. Matchbox sold a Shotz Brewery delivery van.


Figurines of Lenny and Squiggy, as well as Halloween costumes, were available. Board games, puzzles and books, lunch boxes, you name it.

The Inspiration Behind Laverne & Shirley

The original idea for the show evolved out of a script from “Friends and Lovers,” a sitcom with Paul Sand that Penny appeared on as the sister-in-law. At the same time, Garry had been mulling over the idea of writing the “Happy Days” date episode.

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In an interview, Penny described the show’s beginning saying that Freddie Silverman, head of ABC at the time, came to Garry looking for new spin-offs. He told him he had one idea, loosely based on “I Love Lucy’s” Lucy and Ethel, about a couple of girls working as bottle cappers in a Milwaukee factory. Silverman said that sounded great. Voila.

What’s the ‘L’ For? The “L”

We see embroidered on all of Laverne’s shirts was Penny’s idea from the start. She explained in interviews that in any series, you have to say your name and where you’re from over and over until the audience remembers, so she thought she’d make it easy for them and sewed on the letter.


She got the idea from costuming from another show. Ironically, she said one of the most common questions audience members asked was, ‘What is the “L” for?”

‘Schlemiel, Schlemazel’ Is from Penny’s Childhood

The opening credits kicked off with the chant, “One, two, three, four, five, six, seven, eight, schlemiel! schlimazel! Hasenpfeffer incorporated!” is one of the most memorable of any sitcom. It seems like a made-up cryptic message, but, actually, it has a background story.

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The way it made it to the credits was because Garry, who was writing the opening, thought it would be perfect. He asked Penny to teach Cindy the song and dance she did as a girl. After two takes, the opening segment was taped, preserved to this day on celluloid.

But What Does It All Mean?

When Penny was a child skipping around the Bronx, belting out the chant on the way to school, it was just one of those playful things they did as kids; it was nonsense. Whether she knew it or not, however, both schlemiel and schlimazel have a meaning.

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The first word refers to a clumsy person, and the second is a name for an unlucky person. There’s a Yiddish saying that keeps it straight. “A schlemiel is somebody who often spills his soup, and a schlimazel is a person it lands on.”

Famous Cameos

Hit TV series always feature big names, and “Laverne & Shirley” is no different. Back in the late ‘70s, the show attracted cameos from Mark Hamill and Carrie Fisher (Luke Skywalker and Princess Leia). Comedy legends Carol Burnett and Gilda Radner made an appearance. Radner, incidentally, was nearly cast as Shirley.


Comedian Jay Leno joined the cast for an episode, as well as Harry Shearer, who went on to do “SNL.” Eric Idle from “Monty Python” visits during the sixth season in an episode about British rockers. Real-life rock legend Art Garfunkel of Simon & Garfunkel also made an appearance. Spinal Tap appeared on “Bus Stop.”

Estranged for Decades

When Cindy left in the final season, it created a rift that dragged on for almost 30 years. Penny Marshall went to her grave, regretting the years they lost as friends. She said they were both very stubborn and refused to give in. The rivalry was bad enough. Their respective managers would stopwatch the actresses speaking parts to keep it even.

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Both feared the other would become more famous. The estrangement came when Cindy left to be with her husband and have a baby. Penny held the grudge until the two reunited as guest-stars on Sam & Cat.

‘Like Sisters Again’

After appearing on “Sam & Cat,” everyone said it was as if the bosom buddies had never parted. “They were immediately like sisters again,” one source said. Penny realized that she lost almost a lifetime of friendship over a trivial matter.

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Ariana Grande and Jennette McCurdy invited Penny and Cindy to their show because the actresses who played bottle cappers in Milwaukee had been a big inspiration. Pop diva Grande said whenever she was unsure about how to deliver a line; she’d asked herself, “What would Cindy do?”

A Toxic Work Place

The set of “Laverne & Shirley” was a lively one with heated arguments and choice words flying. The sweet and wholesome roomies transformed between takes. In short, the L&S soundstage on the Paramount lot was not PG rated. In fact, Garry would not allow his children to visit. It was perfectly okay to hang out at “Happy Days” in the same lot.

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Garry Marshall wrote in his memoir that his kids were not allowed to visit Aunt Penny because, as he told them, “On the set, they argue and fight a lot. Cursing happens.” His daughter wanted to know if her aunt curses too. “I’m afraid so,” he told her.

Shirley & Squiggy

In the show, Squiggy is an old high school chum who rents an apartment in the same building. The pesky guy is relentless in his quest to date Shirley. Every single chance he gets, he hits her up. And every single time, she rejects him with a new jest.

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It was surprising, then, to find out that the two dated in real life. Their on-again, off-again relationship was on and off quite frequently. The pair would stay together for 12 hours, break up, and then get back together the next day!


The cast of “Laverne & Shirley” has lost several cast members since it first aired almost 50 years ago. Phil Foster died in 1985, and Betty Garrett passed in 2011. Penny Marshall died of diabetes complications at the end of 2018. She is remembered and loved for making great movies like “Big” and “A League of Their Own.”

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Her brother Garry died the year before she did, but not before going on to do “Pretty Woman,” “Overboard,” and “Beaches.” Another cast member who died is David Lander (Squiggy). We lost him to MS in December of 2020.

Cindy Says Goodbye

Remembering Penny Marshall, Cindy reminisced about doing the sitcom together. She told People that the whole thing was a blessing and “so much fun.” Marshall died at her Hollywood Hills home at 75.

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In response, Cindy said, “What an extraordinary loss. My good friend, Penny Marshall, is gone—one in a million.” Adding, “Can’t describe how I’ll miss her.”

A Classic Act

Cindy and Penny’s slapstick style is admired in showbiz circles. They brought physical comedy to the show themselves. If the script wasn’t that funny, they’d improvise by adding silly gestures and movements. They tried to emulate Lucy and Ethel’s slapstick humor, to a point. There was a running joke on set about which one is Ethel.

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Cindy likes to say that they would rehearse the script to make them laugh out loud, so they would know it was good. She admitted that they used physical humor to distract from the (bad) dialog. Eventually, writers saw the value and scripted physical humor.

Not One Emmy

Neither Cindy nor Penny took home an Emmy, not even one, not even a nom. The industry hated them. Garry Marshall mentioned once that one ABC exec hated the comedy duo so much, he wanted to ram them down with his car when he saw them in the lot. The cast was a lot of work.

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Scripts would get thrown at people during rehearsal. Actors were known to burn scripts in front of writers when they didn’t like their lines. Not only that, but writers, on their part, had a photo of the girls on the wall so they could throw darts at it.

A True Friendship

Even though the two prima donnas bickered voraciously and took competition of egos to new levels, they were always true friends. It was that bond that made the show great. And even though they turned away from their friendship for so long, in the end, they hung out like sisters again watching TV.

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Cindy talked about their special connection. She said acting together was instinctive “like telepathy.” It was like reading each other’s minds, she explained. Adding, she’s never shared that sort of bond with anyone else.

L&S Received One Emmy Nomination

Of its eight-season run, “Laverne & Shirley” was lucky to receive exactly one Emmy nomination—and that was for a category that no longer exists. In 1979, the show could have won its first Emmy for Outstanding Costume Design for a Series.


The show did not win any Golden Globes either. However, Penny and Cindy received a best actress nomination, and the show was nominated for one best series award.

Cindy Gets a BAFTA Nomination and Misses on Princess Leia

Cindy Williams landed a role in George Lucas’ “American Graffiti,” playing Ron Howard’s girlfriend. Her performance earned her a BAFTA nomination for best supporting actress and casting by Francis Ford Coppola in his film “The Conversation .”

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Next, George Lucas wanted to cast her as Princess Leia but went with Carrie Fisher. As a film actress, her career stalled around that time, but she was on the writing team to meet Penny Marshall.

Penny Marshall’s Special Friendship with Carrie Fisher

When Carrie Fisher guest-starred, Hugh Hefner did too, and she and Penny dressed up as Playboy bunnies. That was the start of a friendship that continued until the day each woman died. They were tight, like family. They liked throwing big parties to celebrate birthdays.

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The parties were epic with A-lister guests. In Penny’s memoir, “My Mother Was Nuts” (2012), she describes one bash saying, “When you see Shaquille O’Neal and Salman Rushdie waiting for their cars at the end of your driveway, you know things are out of control.”

Double Dating Simon & Garfunkel

Penny said it was like they double-dated for five years. Carrie Fisher was married to Paul Simon and introduced Art Garfunkel to Penny. Penny and Garfunkel maintained a close friendship, even after he married. The most thrilling moment of Penny’s life, according to her memoir, happened in 1983 when she cajoled Simon and Garfunkel into playing for them.

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Not realizing the two musicians had been divided by a bitter rift, she persuaded them to sing together. She said she had been in the dark about “one of the most strained partnerships in pop music history.”

Penny’s First Acting Gig

Most people do not remember that Penny Marshall’s first acting credit was in a shampoo commercial. It was super famous, but not exactly because of her performance. In the Head and Shoulders spot, plain-looking Penny is opposite, Farrah Fawcett, the soon-to-be “Charlie’s Angel’s” bombshell, who is showering and asking her roommate if she can borrow some shampoo.


All said, two legendary Hollywood careers were spawned from that ad.

Comedy Connections Come Together for Spinal Tap

You’re not alone if you’re asking, ‘What is Spinal Tap?’ That said, Kurt Cobain and Dave Grohl agree it’s the only rock flick worth watching. In short, “This is Spinal Tap” is a movie about a British rock band.

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It evolved out of Lenny and the Squigtones, with bandmembers Michael McKean (Lenny), Harry Shearer (comedy writer with Penny and Cindy), and Christopher Guest (SNL).

The Hit Film

“This is Spinal Tap,” the movie, was co-written and directed by Rob Reiner, who was married to Penny.  The film became an instant cult classic and even spawned a new kind of music mockumentary type genre.

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The mockumentary billed Spinal Tap as “England’s loudest band.” It’s a rockumentary satire with songs like “All You Need is Cash.”

Who’s Shearer?

You might not recall Harry Shearer’s SNL days or his stint on “This Is Spinal Tap,” but you will know his work. First of all, he wrote on the same comedy team as Penny, Cindy, and Steve Martin for Francis Ford Coppola’s movie, and he was a member of “The Credibility Gap.”

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Later, he hooked up with Matt Groening to bring many Springfield characters to life. Shearer played Principal Skinner, Mr. Burns, Scratchy, Ned Flanders, and Reverend Lovejoy, to name a few.

Some Cast Members Admitted to Swollen Egos

Reports of Penny and Cindy behind-the-scenes are not pretty, to be sure. But some of the cast admitted that overnight stardom went to their heads. David Lander, in particular, was a bit of a menace on set. He is quoted saying, “Yeah, I threw a script ever so often, and that got sort of well known. was very young, and I was furious.”

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Later he came out with a tell-all no one expected. It was titled “Fall Down Laughing: How Squiggy Caught Multiple Sclerosis and Didn’t Tell Nobody” (2000). He revealed his struggle with the disease first diagnosed in 1984.

The Lenny & Squiggy Spin-Off

This was another spin-off that almost happened. They taped a pilot, but, for some reason, network execs didn’t run with it. Comedian Andy Daly shared the deets on Twitter in 2018.

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Daly said, “I met the head writer of Laverne & Shirley once and asked him why there was never a Lenny & Squiggy spin-off. He said they made a pilot, ‘Lenny & Squiggy in the Army,’ but ABC didn’t pick it up.”

L&S Used ‘The Odd Couple’ Condo

Besides appearing in a shampoo commercial, Penny also made guest appearances on her brother’s other show, “The Odd Couple.” It’s where she learned to do sitcom comedy.

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So maybe it’s not so surprising that the girls’ garden apartment is a remodel of “The Odd Couple’s” pad. With different color and style schemes, you have to look closely to notice it’s the exact same studio.

Joe Pesci Lived at Penny’s for 3 Years

According to Marshall’s memoir, “My Mother was Nuts,” Joe Pesci lived at her Hollywood Hills home for three years in the 1980s. She said her niece also lived there. One morning she was shocked to find ballet legend Mikhail Baryshnikov breakfasting with Pesci in the kitchen.

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Penny hosted a post-Oscar party at her Hollywood mansion the year “Goodfellas” came out. The movie got plenty of nominations, but only Pesci won. She said she knew she was going to be entertaining a lot of depressed Italians that evening.

Pepsi Milk

Like the opening credits routine, Pepsi milk is another thing that came from Penny’s childhood. Laverne called it her favorite beverage. She brought it on the show because she knew it would get a reaction. Mostly, “Ewww!” As a kid, Lavene’s mother would make her drink a glass of milk before having soda.

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Always a smarty-pants, Penny began mixing the two. Her method was simple. Before finishing her glass of milk, she would pour in some Pepsi. And that’s the story.