Forty years ago, in the fall of 1975, Happy Days was beginning to roll in its third season. The sitcom was just on the cusp of cracking into television's top ten, nipping at the heels of the Six Million Dollar Man with over 16 million viewers. By the following year, the show would rank number one.

Part of what helped rocket Happy Days to the top was an injection of irresistible new characters. On November 11, 1975, Richie and Fonzie went on a double date with a couple young women named Laverne and Shirley. The two employees of Shotz Brewery would pop up a few times before landing their own spin-off. Laverne & Shirley was an immediate hit, soaring on the strength of its stellar cast. As the upbeat Shirley Feeney, Cindy Williams was the perfect match for Penny Marshall's tough and sarcastic Laverne De Fazio.

Williams has recently published a memoir of her career in entertainment, titled Shirley, I Jest: A Storied Life. The anecdotal account moves from her waitressing at the Whiskey a Go Go to American Graffiti to Laverne & Shirley and beyond. We called up the actress to chat about the book and her fondest memories.

First, tell us a little about your book.

It's called Shirley, I Jest and it's just a fun, fun read. What I set out to do was write fun anecdotes about my career and about show business — little stories that I thought everyone would be interested in because they always made me smile and made me happy to be involved in them. I wanted to write an upbeat, fun book that when the reader puts it down, they have a smile on their face, rather than say, "I need to take a shower now." There's nothing salacious, nothing gossipy. Well, a couple little things, maybe.

Did you talk to former costars when writing it?

I talked to Ron Howard for American Graffiti and we had a great time reminiscing. Suzanne Somers, too, also for American Graffiti. She told me a little story about it that I never knew, so that's in the book. Also, at the end of the book, Suzanne is there, because we were going to this Vanity Fair Academy Award party and we were discussing what we were going to wear. I said, "I'm going to wear fancy, schmancy cocktail attire with all my best jewelry." Suzanne goes, "That sounds right." So she shows up in a queen's ball gown, and I'm in this little black pant suit! It's just a fun read. I'm very proud of it.

Let's talk about American Graffiti. Did that lead to you being recognized by Garry Marshall, because Ron Howard was in the film? Is there any connection?

No, I don't believe so. Right before Laverne & Shirley, Penny and I were writers together. We were writing for this movie, a Bicentennial spoof called My Country 'Tis of Thee, a spoof of coming to America and the establishing of the country. It was done in sketches, song and dance. We had been hired as writers on it. Steve Martin, Martin Mull, Harry Shearer — they all wrote on it. That's what we were doing while Happy Days was on the air. While we were writing, one day Garry called and said, "I've got these parts of these two girls who 'meet the fleet' on Happy Days. I thought you two would like to take time off from writing and come over for a week and have some fun playing them." Neither one of us had seen Happy Days. I didn't have a television set at that point. Penny hadn't seen it. My sister was an extra, so I knew of it. We went over and played these two characters. Our first take on these characters was mightily different than what ended up on Laverne & Shirley.

Laverne & Shirley was an immediate hit. What was that like being shot into the stratosphere, overnight basically?

Penny and I never took it serious. We didn't know how big it was. Someone says, "Oh, 36 million people just watched you on television last night." We never could compute it. We were working so hard by that time, the first season of the show we barely left the sound stage. We never got the gist of how popular our show was, how popular our characters were, until we were invited to be in the Macy's Thanksgiving Day Parade. We on this float and we saw this crowd rush us and rush past the barriers and the cops are trying to stop them. We looked behind us to see who was there, that everyone was so excited about. That's when we realized, "Hey, it's us!" That when we really understood the popularity of the show.

What was Garry Marshall like to work with, and what was your relationship with him like then and now?

Well, Garry was my manager. He had this little company with Fred Roos called Compass Management. Penny was a part of it, and me and Harrison Ford and all these young actors. The first thing he said to me was, "You remind me of a pudgy Barbara Harris." I loved Barbara Harris so much, it was such a wonderful compliment. He was one of the first people in show business I ever met and he's just a straight-up, wonderful guy. Really loves actors, loves writing for actors, loves acting himself. He's in a lot of the Happy Days episodes himself, and Laverne & Shilrley, as the drummer in the band. If you look, you'll see him drumming, like during the Shotz talent shows, in the Pizza Bowl.

He's a drummer, too!

And he's a wonderful director. He directed the opening sequence of Laverne & Shirley. He's the one who told Penny, "Teach Cindy that little ditty you used to do on the way to school. We'll shoot that." Penny taught me "Schlemiel! Schlimazel!" I had no idea what it meant and I'm still kind of shakey on it. We shot it twice. He did about a hundred set-ups over those two days, and that ended up being an iconic thing. When Penny and her school chums would walk to school, they'd link arms and count off their steps, "1, 2, 3, 4, 5, 6, 7, 8, schlemiel, schlimazel, hasenpfeffer incorporated!" Then they'd run and stop and start counting again. Garry remembered that.

We don't want to ruin all the stories from the book, but let's go through a list a little bit. Tell us about Penny.

[Laughs] How does one tell you a little bit about Penny? She's bigger than life. I couldn't have done any of that without her. She's just a splendid comedienne and her timing is impeccible and her physical comedy is beautiful. I haven't had anyone else in my life who I had that synchonicity with. She's one in a million… One in a billion. I don't know if you could ever duplicate her.

What about David Lander and Michael McKean?

The reason those characters are so funny in their dumbness is because Michael and David are people with high intelligence. They're extremely smart people. That's why it was so fun to laugh at them being dumb. You got a sense of their intelligence coming through those dumb characters. You have to be brilliant to play that degree of dumbness. 

What about those Lenny and Squiggy entrances? Was it difficult getting the timing right? 

They'd just be standing there. We would say, "When pigs fly…" and the door would fly open with, "Hello!" Everyone came up with a "Hello joke." The challenge was keeping a straight face when they came in. Sometimes I can actually see Penny and I biting the insides of our mouths, trying not to laugh, and then having to deliver a line. What a fun beat in comedy that was to perform. 

Do you remember a particular moment when you broke character?

When Laverne loses a tooth, and I'm going to get my cousin Mikey, who failed to get his dentist's license four times, to fix her tooth. Lenny and Squiggy try to offer her Lenny's baby teeth to fill in the gap. We listen to this whole thing about Lenny's baby teeth and he wants to give them to Laverne. We tell them to get out. They go. Then Squiggy comes back in and Lenny is standing behind him with his head down. He slams his hand down on the counter and points and us and says, "He loved those baby teeth! As if they was his own!" That line. "As if they was his own." I couldn't get through that. It struck me. The way the words are put and they way he delivered it. I couldn't keep a straight face. If there had been a comedy event in the Olympics, our cast would have at least medalled. We were never afraid to put our heads on the chopping block and make real fools of ourselves.

You appeared on other MeTV shows. Give us a quick memory. What do you recall of doing a Perry Mason movie ["The Case of the Poisoned Pen"]?

Oh, yes. I won't give away the ending for those who haven't seen it, but that was a childhood dream come true. My sister and I would always sing that theme song, [sings] "Da dah dah duh da!" I never missed Perry Mason and my mother could always guess who did it. When I did that show, I did not tell my mother who did it, I let her guess. She called me while she was watching it and she guessed the right murderer.

See Also

10 strange but true facts about 'Laverne & Shirley'

What about Cannon?

All I remember is that I was under a bridge for that show. But, again, that was one of my mother's favorite shows, so she was very proud that I was in Cannon.

You weren't in it, but we do have Taxi. We were hoping you could talk a little bit about Andy Kaufman. We'll never forget you in his special, Andy's Funhouse, singing "Mack the Knife." How did that come about and what was Andy like?

There’s a whole chapter in my book called "The Mirthful Mouse" that’s about Andy. I talk about the special. We never rehearsed. He said, "I'm going to ask you to sing something, 'Mack the Knife'." I said, "Oh, I can’t sing it." He said, "That’s right, you can’t." That's why I don't know the words. I really didn't know it. It was like when I did the David Copperfield shows. I never let him tell me the whole thing. I only wanted to know my part. It’s all magic to me. That’s how it was with Andy. He told me what he wanted me to do, but I never knew what he wanted to do. [Starts singing "Mack the Knife."] I don't know it. He starts shouting out the lines to me. The band had never rehearsed it, either. It was like a parlour game. Well, he used to come to my house. My mother would make him vegetarian dinners. He wanted my sister and me to play parlour games together. One time I had a party and Andy came to my house. The bartender, a female bartender, asked me, "Is that Andy Kaufman?" Yeah. "Do you think he’d wrestle me?" I said, "I'll ask him." He said, "Sure!" We pushed all our furniture back and he wrestled the bartender. I think he won.

What a great story.

I had a Polaroid picture somewhere. I think I put that story in the book. I’m not sure. I’ll have to go back and read my own book, it's been so long. 

So what's next?

I’m writing another book, hopefully, The Rest of the Jest. On this one I’ll have a clown nose. It will be all the stories I couldn’t get in the first book!

Shirley, I Jest: A Storied Life is available now in hardcover and as an ebook from Taylor Trade Publishing.