The title character originated on Soap, where "Robert Guillaume would have four great lines, get big laughs and then walk off," says Jay Sandrich, who directed both sitcoms. "I wondered if he could carry a whole show." Viewers immediately identified with the butler who was far smarter than his boss, and they grew fond of the daffy denizens of the governor's mansion where he worked. The cast bonded too. "Most of us were stage gypsies," says Inga Swenson, who played the housekeeper. "We were middle-aged people who'd had good careers in theater and had been around for a while."

Robert Guillaume

BENSON DUBOIS
"Benson and Bob Guillaume both had a great ability to see where the bull was and speak the truth," recalls executive producer Tony Thomas. They had one other thing in common: "Benson was into the American dream of upward mobility," says Guillaume, 72. And like the butler turned lieutenant governor, Guillaume—who parlayed a supporting part on Soap into two Emmys and a show of his own—never stopped rising. After Benson ended, he costarred in the film Lean on Me (1989) and provided the voice of Rafiki, the wise baboon in 1994's The Lion King. For the past two seasons he has been a regular on ABC's Sports Night. Guillaume's career nearly crashed in January 1999, when he suffered a stroke on the set. But thanks to physical therapy and a regimen of Shakespeare soliloquies, the theater-trained actor was back at work in four months; Sports Night creator Aaron Sorkin wrote the stroke into the plot. When Guillaume, aided by a cane, appeared as a presenter at last year's Emmys, he drew a tearful standing ovation. "Bob's a fighter and a survivor," says Melissa Gold, who played Katie on Benson. Guillaume—now living in Encino, Calif., with second wife Donna, 47, a TV producer, and their daughter Rachel, 10—sees himself in less heroic terms. "I'm still able to function rather reasonably," he says. "At first my walk looked like Frankenstein's monster, but I've gotten a little better."

Melissa Gold

KATIE GATLING
Just 9 when she joined Benson as the governor's precocious daughter, Missy Gold was already a veteran of miniseries and commercials. Still, she didn't strike her colleagues as the child-actress type. "She had her head on her shoulders from the beginning," says executive producer Tony Thomas. Adds Inga Swenson, with whom Gold was very close: "I always had a feeling she was too smart to be an actress." In fact, Gold's role on Benson was her last. After the series, she enrolled in prep school in L.A. She auditioned for a few soaps but balked at the five-year contracts. "I didn't want to get tied up for that long," says Gold, 29, who is single and now goes by Melissa. "I wanted my freedom." The second of five daughters of talent agent Harry and former ad exec Bonnie, Gold used her Benson earnings to pay for a B.A. at Georgetown University and a Ph.D. from the California School of Professional Psychology. She is doing post-doc research, working with LAPD crisis negotiators as well as patients with eating disorders. Although her older sister Tracey (Carol on Growing Pains) endured a well-publicized battle with anorexia, Gold credits fans with inspiring her career choice. "Little girls would write to me about their experiences," she says. "Looking back, I wonder if it influenced my fascination with psychology." One of her fondest Benson memories, Gold says, is Halloween, 1980: "I had to tape that night, but everyone had candy in their dressing rooms so I got to go trick-or-treating. That set was like a second home to me. The people-there helped shape who I am today. They allowed me to participate in their conversations, but they never let me forget I was a child."

James Noble

GOV. JAMES GATLING
James Noble insists he was the goofy governor. "When I first read the script, I thought, This writer must know me!' " says Noble, 78. "I'm a little absentminded, introverted, a family man. I based the character on myself." That'll be a surprise to his Benson colleagues. Noble was "very bright and erudite," says René Auberjonois and, adds executive producer Tony Thomas, "not befuddled at all." After Benson, no role clicked as Gatling had, so Noble moved East, where he had begun his career. "I always felt more comfortable here," says Noble, whose gubernatorial credentials (from a never-named state) qualified him to become honorary governor of New York and New Jersey in 1982. He and Carolyn, 73, his wife of 44 years (they have a daughter, Jessica, 37), live in Bridgeport, Conn., where he acts in local theater and hobnobs with fans. "I was just in Radio Shack, and a guy said, 'You know who you look like?' That happens three, four times a day."

René Auberjonois

CLAYTON ENDICOTT III
There's a fine line between urbanity and effeteness, and as the governors political aide on Benson, René Auberjonois crossed it with gusto. "René was always able to find something new to do with his character," says executive producer Paul Junger Witt. But that didn't prevent the Manhattan-born, London-and Paris-bred actor from having some lean years after Benson. Although he landed a few TV and movie gigs, Auberjonois, 60, says he often made do with voice work for animated characters—notably, Louts the French chef in 1989's The Little Mermaid. By 1993 he'd reached a crossroads: With son Rémy-Luc, then 18, heading for Wesleyan University and daughter Tessa, 20, already a Sarah Lawrence sophomore, "my wife, Judith, said, 'How are we going to pay for that?' I said, 'We sell the house or I get a series.' " Just in time, Auberjonois snagged the role of Odo, the shape-shifting alien security chief, on Star Trek: Deep Space Nine, which ended its seven-year run in 1999. Auberjonois, who next appears in this summer's Mel Gibson epic The Patriot, keeps in touch with castmates Robert Guillaume, Ethan Phillips and Inga Swenson. "René was a breath of energy," says Swenson. "He'd come onto the set wearing these wooden-soled clogs, shoulders back, and everybody would wake right up!"

Inga Swenson

GRETCHEN KRAUS
A mark of Inga Swenson's acting skills: Few fans recognized her off-camera. To become a steely German housekeeper, the Nebraska native—and veteran stage and film actress—changed her accent and her walk. "Kraus was a classic meanie, but Inga was great fun," says executive producer Paul Junger Witt. Retired since the early '90s, Swenson, 67, is busy building a house in L.A. with her husband, singer-actor Lowell Harris, 68, and spending time with granddaughter Lily, 12, whose dad—Swenson's son James-died in a 1987 motorcycle crash at age 26. (Another son, Mark, 46, is a film editor.) "No role is worth missing my granddaughter for," says Swenson.

Ethan Phillips

PETE DOWNEY
He was in an Off-Broadway play about the Italian artist Modigliani when a casting director caught Ethan Phillips's act and hired him as the press secretary on Benson. The cultural leap was startling, as was the pay raise. "It was more money than I had ever made," says the Long Island-born Phillips, 45. His one indulgence: creamed herring. "Every now and then I used to splurge and get a small jar. Suddenly I realized, 'I can get the supersize jar!' " After Benson, Phillips had roles in Glory (1989) and Green Card (1990). In 1995 he joined Star Trek: Voyager as Neelix. The part helped Phillips (now living in L.A. with his wife, Patricia, 47) stay in touch with Benson alum René Auberjonois, who was on Star Trek: Deep Space Nine, which taped on the same lot. When the pair bumped into each other in full alien makeup, Phillips would shout, "Clayton! The governor's really angry!" To which Auberjonois replied, "Pete, I'm busy!" Says Phillips: "We'd reenact a scene from Benson, episode 41. It was hysterical."

Didi Conn

DENISE STEVENS DOWNEY
When Benson DuBois became state budget director in 1981, his secretary Denise was played by Didi Conn, formerly known as beauty-school dropout Frenchy in Grease (1978). "The producers described Denise as an idiot savant," says Conn, 48. "But after the first season, the 'savant' part went down the tubes." Although she forged a lasting friendship with Ethan Phillips, who played her husband ("She's outgoing, sexy and always there for you," he says), Conn tired of the role and quit Benson in 1985. She moved to Manhattan, where she spent 10 years playing Stacy Jones in the kids' series Shining Time Station, opposite a former Beatle. "I'd do anything to work with Ringo Starr!" she says. Currently, Conn—who lives in New York's Rockland County with her husband, Academy Award-winning film and theater composer David Shire, 63, and their son Daniel, 7—is appearing onstage in the 18th-century comic fable The Green Bird. "You grow up in Brooklyn, baby, it's all about Broadway," says Conn, who made her debut there in 1991 's Lost in Yonkers. "It's a dream come true."