INTERVIEW : Backpedaling to Fame : For somebody who says she backed into directing, Penny Marshall is doing fine, thanks

It goes something like this . . .

Carl Reiner, who used to write and direct “The Dick Van Dyke Show” and directed the film “Sibling Rivalry,” is the father of Rob Reiner, who used to be on “All in the Family” and directed “When Harry Met Sally . . . “ and “Misery” and used to be married to Penny Marshall, who was on “Laverne & Shirley” and directed “Big” and is the sister of Garry Marshall, who wrote for “The Dick Van Dyke Show” and then produced “Happy Days” and “Laverne & Shirley” and directed “The Flamingo Kid” and “Pretty Woman . . . “

Which explains why . . .

If you saw “Sibling Rivalry” recently and it had a coming attraction for the new movie “Awakenings,” directed by Penny Marshall with a score by Randy Newman, the music on the trailer was actually borrowed from Garry Marshall’s 1987 movie “Overboard,” which also had music by Randy Newman, since Newman’s score for “Awakenings” wasn’t ready yet.

O kay, as Penny Marshall might say, we can come back to the credits later. But all this gets us into the world in which Marshall has emerged (she prefers the description, “I came up in such a whole backwards way”) as a prominent Hollywood director, a term not often associated with someone other than a man.

She has only made two movies that the public has seen, but one of them, the comedy “Big,” was a big hit, and her third, “Awakenings” (Columbia), stars Robert De Niro and Robin Williams in a drama about a painfully shy doctor transformed by his experience treating a hopelessly ill man. It opens in Los Angeles on Thursday and across the rest of the country next month.

“It wasn’t my plan to do a drama or anything,” says Marshall who, as we speak, is reclined on a couch, as is her fashion, at her ample 1940s home on an eastern slope of the Hollywood Hills. She reclines not in grandeur but in collapse, draped in a loose-fitting black jersey and slacks as she contemplates upcoming gum surgery and the scary possibility of life without cigarettes.

“I just couldn’t shake it,” she says about the script for “Awakenings,” adapted by Steve Zaillian (“The Falcon and the Snowman”) from an autobiographical book by physician-author Oliver Sacks. “And the message of it: How special life is and how precious it is. Here I was sitting with all these scripts, complaining and worrying about my teeth, and here are people with real problems.”

On this afternoon, she is taking congratulatory calls about “Awakenings” from friends in the business--actor Joe Pesci, producer Robert Greenhut and director Mike Nichols--and offering a grumble of thanks to each in return. Her daughter, Tracy, 26, who wants to be an actress and lives on the premises, brings her a Diet Pepsi. She has got a chain of Marlboros going--she cannot talk on the phone without one--and wonders aloud how she planned to quit smoking with a $29 million movie about to open. Her friend Carrie Fisher is due to arrive with a Christmas tree (Marshall doesn’t like to leave the house if possible and hates driving), and she’s somehow got to get herself out the door to a screening of “The Russia House” in a few hours.

“I stopped smoking for three weeks. I took the shot. But I got a report from New York there was a sound glitch on reel five. A cigarette flew into my mouth, OK?”

When she first read the “Awakenings” script, sent to her by her agents at the Creative Artists Agency, Marshall says she cried.

She took it to Dawn Steel, who was still in office presiding over pre-Sony Columbia, and “she wanted to make it. I called Bobby (De Niro), and he wanted to do it.” They had a movie.

Yet some of her many funny friends counseled her against it. “I had friends who said, ‘Why do you want to be in a hospital for four months?’ I said, ‘I was depressed in a toy store, what difference does it make?’ I’m a depressed person. People said it was so brave to do a drama. I didn’t think it was bravery. I figured I had an excuse: If it didn’t work, I could say, well, ‘That’s not my strength.’ ”

Someone Marshall will identify only as “a very famous director” once gave her some important advice when she asked him, ‘How exactly do you shoot a comedy?’ And he said, ‘High and low and in the middle. You decide in the editing room.’ ”

“Awakenings” is anything but a comedy, yet Marshall found herself faced with the same challenge of trying to maintain a consistent tone, in this case one somewhere on the border between pity and hope.

In the movie, De Niro plays a middle-aged man who has been catatonic for 30 years as the result of a neurological disease he contracted during childhood. Into his grim hospital ward comes a quixotic research doctor, played by Williams, who has no experience with patients but becomes determined to “awaken” the man and other similarly afflicted patients with experimental drugs, even though he must battle the hospital’s authorities every step of the way.

“I told (art director) Anton Furst, ‘Don’t make it look depressing. I don’t want it to be this oppressive place. It’s a hospital, the story has a sadness to it, the people have this disease, but let’s not make it dark and dank.’ ”

But neither could she let in too much light on the characters, she points out. “The hardest thing was not allowing Robin, who is funny, to be funny. Let other people be funny. Oliver Sacks himself is really funny. In person, he’s this eccentric guy who carries a thermometer around with him and if it gets too hot he puts an ice pack on his head. Now, if I put that on Robin, they would think Robin’s doing schtick. So, in some ways I pulled away from the real doctor.”

By the time the movie was in production, Sony had bought Columbia, Steel was gone and the team of Peter Guber and Jon Peters were on their way to the studio’s top executive jobs.

“It was interesting,” Marshall says. “Dawn green-lighted it, and then Dawn wasn’t there. I don’t know who was there. And we were going a little bit over (budget). But they weren’t yelling. So we figured maybe Sony liked it.”

Remembering how the cast and crew pondered the movie’s fate as the studio changed ownership, she just now does a very funny imitation of Robin Williams doing an imitation of a Japanese executive watching the dailies: Oh, that Robin Williams guy, we like him, we give him more money!

By all accounts, including her own, Marshall carries off her responsibilities as a director through the power of understatement. “I administer in a very odd way--begging, whatever. But it gets done.” The main problem she sees for a woman directing a film, is that “girls cry.”

There have been so few women allowed behind the camera over the years, that when a woman actually produces a major hit, as Amy Heckerling did with “Look Who’s Talking” or Marshall did with the more prestigious “Big,” Hollywood buzzes with political talk of a victory over the men’s club that runs the studios. But you will not hear such talk from Marshall, who puts down the phone to answer a question about being a role model for women in the film business.

“I came up in such a whole backwards way that’s so different from most of the girls now,” Marshall says. “I mean, I didn’t care, I didn’t want it. I wasn’t trying to get it. So I don’t have the anger. I didn’t go beating down any doors, saying, ‘Accept me for this.’ I was trying to get a date. You know?”

In the late ‘70s Marshall, who is now 47, was one of the leads in the hugely popular “Laverne & Shirley” on ABC, her hair teased into a lacquered 1950s helmet as she traded quips with Cindy Williams in a Milwaukee beer-bottling plant.

Since she had never considered herself pretty enough to be an actress in the first place, when “Laverne & Shirley” ground to a halt in 1982 she was open to other ideas.

It was her agents at the omnipotent Creative Artists Agency, she says, who, more than anyone, pushed her into the deep waters of directing.

“Honestly, I think that CAA decided I was going to direct. They’re very powerful. They say something and you do it.” She laughs as she says this, but it’s not, you know, a big laugh.

She directed some episodes of “Laverne & Shirley” toward the end, and as the show was winding down, Paramount (which had been her TV home) offered her the chance to direct the feature “The Joy of Sex,” with John Belushi starring. But then Belushi was found dead at the Chateau Marmont, and that was that, although the movie was eventually made, unsuccessfully, by Martha Coolidge.

In 1985, she was about to move back to New York City, where she grew up, when she got a call from one of her friends at Paramount, producer Larry Gordon (“Die Hard,” “Field of Dreams”) who was making a comedy with Whoopi Goldberg called “Jumpin’ Jack Flash.” The production was in trouble and Gordon wanted a new director, someone who could work well with Goldberg.

“That was an interesting experience,” says Marshall, who took the job. “I hadn’t even acted in very many films. A three-camera TV show is very different from a movie set. I was so used to television, the first day, this guy comes down and says, ‘Now we have to shoot it from this way, and this way and this way.’ I said, ‘What?’ ”

Editing, mixing, lenses, lighting--she knew nothing about any of it. She did, on the other hand, have directors like her brother Garry, Steven Spielberg and James Brooks she could call in a pinch.

“Jim Brooks would come over and visit. Friends would come over and visit and I’d put ‘em in the movie. Jim Belushi, Jon Lovitz, Carol Kane, Tracey Ullman, Michael McKean--they were all in ‘Jumpin’ Jack Flash.’ ”

The picture, released in 1986, was neither well received nor commercially successful. But the fate of “Jumpin’ Jack Flash” did not deter James L. Brooks from tapping her to direct “Big” two years later for his new company, Gracie Films, at 20th Century-Fox, made possible by his triumph with “Terms of Endearment.”

Brooks was also a friend from the old days, from when she and Rob Reiner, Albert Brooks, Richard Dreyfuss and others would gather at the Reiner-Marshall house and mope over their fortunes in Hollywood. “The weird thing,” Marshall recalls, “is we were all sitting around there not even knowing that most of us were doing OK. Rob was on ‘All in the Family,’ Jim Brooks was writing ‘The Mary Tyler Moore Show.’ We’re all sitting there going ‘aggghhh,’ thinking we were failures. Only Rick Dreyfuss was successful because he had won an Academy Award for ‘The Goodbye Girl.’ That was considered successful.”

If Brooks showed her any favoritism in selecting Marshall over more proven hands to direct “Big,” written by Anne Spielberg and Gary Ross, the favor was more than repaid in the resulting film. Starring Tom Hanks as a kid who gets a magical chance to see life as a grown-up toy executive and can’t wait to get back to age 13, “Big” turned out to be an accomplished comedy that was embraced by audiences and critics alike.

The experience of making the movie, however, was no piece of cake for its woman director, and there were some gender-related problems with the crew. “There were times when I felt betrayed,” Marshall says. ‘I used to call Jim Brooks during ‘Big’ and say, ‘I’m sorry,’ and he would say, ‘Don’t say that! Stop apologizing! The crew doesn’t want to hear that.’ ”

But in the end, the hardest thing about “Big,” according to Marshall, was “making it believable” as a story. “If you commented on it, you were dead. It wouldn’t hold.”

Mike Nichols, who passed up the chance to direct “Big,” says he was surprised and impressed when he finally saw the finished film. “I don’t know Penny that well,” says Nichols, “but I’m an enormous admirer of her. In her apparently--but not really--confused way to have come up with these razor-sharp movies.

“I didn’t see in ‘Big’ what Penny saw in it. I thought it was far too concepty for me. I never quite saw the Tom Hanks character as more than an idea, and she found the reality of it--she and Tom Hanks. I admire them for it. I couldn’t have done it.

“Clearly, she’s a first-rate director. She’s the real thing. And that is mainly because she understands the things that happen between people. She knows how to make something happen on screen. That’s how you can tell if someone can direct. It doesn’t matter where the camera is. Nobody knows where the camera is or what the camera does. You shouldn’t know, it’s not important.”

Carrie Fisher, the actress and writer responsible for Nichols’ latest film, “Postcards From the Edge,” has come and gone by now, having arrived at the door with a 24-inch-high midget tree--a little joke, anything to brighten the Hollywood afternoon--as well as a big eight-footer that she stashed temporarily out of sight in the driveway.

Marshall and Fisher go way back, and their adventures together have included the time they jetted to Barbados with Paul Simon and Art Garfunkel as traveling companions.

During her 30-minute visit, Fisher informed me that she “dresses” Penny. “I do all her shopping for her. It’s something that happens when you’re admitted to the Directors Guild--you’re not allowed to shop anymore.”

When she hears that Marshall claims not to be “seeing anyone” at the moment, Fisher says with a poker face, “She’s not seeing anyone, but she’s hearing people, and you worry about that.”

Marshall has been married twice--the first time while still a student at the University of New Mexico, to a football player who fathered her daughter. Her nine-year marriage to Rob Reiner ended in 1981.

The likelihood of Reiner and Marshall becoming successful movie directors after starring in long-running sitcoms would have been off the betting charts in Las Vegas. But now that they’ve both come this far, she must feel some competition with him. Or does she?

From her couch position she sings out a long, low, sweet “Noooooo, he’s a very talented guy. He’s good. I always thought he was good. That’s why I thought he’d take care of me. Because I knew he’d always work. So I don’t feel competitive.”

She admits she did feel “a little strange” when Columbia, which also released Reiner’s recent film “Misery,” originally scheduled both “Awakenings” and “Misery” to open on the same day.

“I objected to that. I called Rob and said, ‘Hi. Do you really want to come out the same night? Do you want to be looking at your (ticket) lines when I’m looking at mine? I think not.’ ”

The two still talk, she says, mainly for reasons having to do with business. “You know, ‘Did you work with this person? Can they get through a scene without falling down?’

“I’ve also got a brother who makes movies and who’s been more than helpful to me. So, it’s the family business. We make movies. And my friends make movies. It’s not competitive. It’s such a hard job, you wish them all the luck and strength to finish these things.”

Competitive or not, it’s not out of the question, the way their careers are going at the moment, that early next year or some year in the future Marshall and Reiner could both be nominated for Oscars on the same ballot. If that happened, can she imagine the scene on Oscar night? As Oliver Stone or Sydney Pollack or some other celebrity presenter tears open the envelope holding the name for the academy’s best director, the television cameras zoom into the audience for a close-up of her face and then to the face of her former husband.

She considers the scenario calmly and says, “He’ll be the one with the bigger face. His face is fatter than mine.”