WEARINESS BECOMES HER. IT suits her rumpled looks, her woebegone manner, her part mumble, part screeching, subway train of a voice. So it's no surprise when Penny Marshall materializes in her sprawling, antique-filled Hollywood Hills home, hair pulled back in a ponytail, fresh from the shower...and already looking spent. Armed with a Pepsi, a Marlboro and a mobile phone, Marshall announces that she might have to rush to a sound studio at any moment, so she'll be taking every call. "We might have to move," the 53-year-old director warns, cigarette angling from her lip. "I don't drive. Do you drive?" And the phone starts to chirp.

Busy, busy, busy. "When I'm working, I'm obsessively working," she says. "I've lost all concept of what day it is." Marshall's sister Ronny Marshall Hallin, 58, a TV producer, explains: "The whole family has a strong work ethic, and we feel guilty about doing just nothing." When she's on location, Marshall relaxes by sweeping the area for antiques, armed with a walkie-talkie to communicate with the set. She collects compulsively—she forced friends to surrender change when she went on a recent coin-collecting kick—but gives just as compulsively. "There's a room in her house called The Mall," says Elliot Abbott, an executive producer of her new film, The Preacher's Wife, "where she keeps an inventory of future gifts."

On this particular November morning, though, Marshall is all business. It's not just that she is trying to complete Preacher's Wife, a fable about a minister who loses faith in his ability to make a difference. (Starring Whitney Houston and Denzel Washington, it opened last week.) But in a few days she was to receive an ICON award (for women who have made major contributions to film) at a Premiere magazine Women In Hollywood luncheon. "I'm honored and all that," she says, "but I got to pack for 42 places." She's preparing to leave the safety of the War Room—her World War II memorabilia-packed den ("I did an Army picture and I got carried away")—and fly off on press junkets for The Preacher's Wife. Then there's a mid-December gig as a guest on Saturday Night Live, hosted by chum and fellow Kmart pitchwoman Rosie O'Donnell. At least her schedule includes a vacation in Cambodia and Laos, where, she hopes, "I don't think there are any cells for my portaphone."

If she's living the hectic life of a Hollywood hotshot, there's a reason. In the past 10 years, Marshall has directed six major films, two of which (Big and A League of Their Own) have topped $100 million at the box office. "Not many male directors can say they've done that," observes longtime pal Carrie Fisher. Preacher's Wife could well join that list. It's the kind of movie that fans and detractors agree Marshall really knows how to make: a heart-yanking, life-affirming crowd-pleaser.

The filming itself was anything but pleasing. Last winter's shoot was plagued by blizzards in New York and an unseasonable warm spell that made soup of an ice-skating set in Maine. The weather also messed with Marshall's health. Courtney B. Vance, who plays the preacher in the movie, recalls that, at times, "we all felt the need to put our arms around her and ask, 'Are you okay?' She almost had walking pneumonia." Whitney Houston, who has the title role, says, "Penny has the stamina of a horse. She didn't take one day off. She was the strongest of us all." At times, though, the world seemed to be crashing down around her movie. In Yonkers, N.Y., an apartment-building fire across from the church where she was filming killed two children. And in October, a difficult year hit bottom with the death of her close friend of nearly three decades, That Girl star Ted Bessell.

Marshall is no stranger to heartbreak, including the end of her marriage to Rob Reiner in 1981 and the loss, two years later, of her mother, Marjorie, following a battle with Alzheimer's. They'd made their peace, but it had been a combative relationship, one Marshall handled with dark humor. Her brother, producer-director Garry Marshall (Pretty Woman), 61, remembers Penny joking about the Alzheimer's: "Maybe it's good—she won't know who I am and will like me better."

In fact, the senior Marshalls had high hopes for their younger daughter. Born in The Bronx on Oct. 15, 1943, Carole Penny Marshall was named for the glamorous film comedian Carole Lombard. Her father, Tony Marshall—born Masciarelli—now 90, was an industrial filmmaker. Her mother taught dance and ran a studio for child hoofers in their apartment house basement.

Marjorie had hoped to raise a dancer, and Penny represented her last shot. But Penny, a tomboy who sometimes skipped school for Yankee games, was also a cutup, unzipping the other girls' leotards during kick-line numbers. She danced long enough to perform as a teenager with her mother's tap troupe on The Jackie Gleason Show and Ted Mack's The Original Amateur Hour (they won three times), but still came up short in Marjorie's eyes. "It was like, 'So-and-so could do it, why can't you be more like so-and-so?' " says Marshall. "I think when the thumb came out of my mouth, the cigarette went in." (It has stayed there since she was 13.)

Acceptance was hard to come by on any front. Boy-crazy back then, Marshall said braces limited her to "lots of crushes." Rejected by the Magnets, a local girl gang, she hung out with boy gangs the Falcons and Sharks. In the family, "I was the 'bad seed' or the 'world's worst,' " she says. "She was too bright for the territory," says Garry of the old neighborhood. "There was nothing much for her to do."

Except get out. After graduating from Walton High School, Marshall put some distance between herself and her parents, fleeing to Albuquerque and the University of New Mexico to major in psychology. During her junior year she dropped out and married a football-playing classmate, Michael Henry. Their daughter, Tracy—her only child—was born in 1964. Henry stayed in school and Marshall worked as a secretary and taught dance until they divorced in 1966. "We were just too young to get married," she says.

Marshall's introduction to acting came when she was cast as Ado Annie in a local production of Oklahoma! In 1967 she left Tracy with Henry and his parents and moved to L.A., where Garry was working as a TV comedy writer. "I didn't want to bring Tracy—being an actress and living on unemployment wasn't cool," she says. "But I missed my kid more than anything."

She scratched for bit parts ("I wasn't perky, and it was the years of Sally Field and The Flying Nun") and made a shampoo commercial with Farrah Fawcett (guess who had the "stringy" hair and who the "beautiful" hair). But her real breaks came courtesy of Garry, who cast her in three series he produced: The Odd Couple (1971-1975), in which she played Jack Klugman's whiny secretary Myrna Turner; Happy Days, where her character Laverne De Fazio was introduced; and, from 1976 to 1983, opposite Cindy Williams in Laverne & Shirley, America's No. 1 show during the 1977-78 season (there's talk lately of their reuniting for a movie).

Marshall's personal life was flourishing as well. In 1969 she met Rob Reiner at Barney's Beanery in L.A., and they hit it off ("He made me laugh—that, and he was on time"). They married in 1971—he was by then a star on All in the Family—and their home became a clubhouse for young writers and actors: Bessell, Albert Brooks and Richard Dreyfuss, among others. "They talked and I listened," Marshall says. "They were so funny, and besides, they needed an audience. I cooked the lasagna and spaghetti, and Rob made the chili." And Tracy had joined her mother too. (Today, Tracy Reiner, 32, is an actress—she appeared in League—who lives in L.A. with her son Spencer, 4.)

In the late '70s, when All in the Family was in decline and Marshall was focused on her career, the Reiners' marriage began to unravel. After they separated, Marshall hit the party circuit, hanging out with Fisher and Paul Simon and dating stage and TV actor David Dukes and Art Garfunkel. She also sampled the drugs she'd avoided when she was busy being a mother. "In 1980, Carrie and I took acid for the first time," Marshall says. "I didn't like it."

Marshall's career as a movie director began unexpectedly in 1985. Though her directing experience had been limited to a few episodes of Laverne & Shirley and a pilot called Working Stiffs, she was asked, 10 days into shooting, to take charge of the troubled Whoopi Goldberg film Jumpin' Jack Flash—the director wasn't getting along with the star, and Goldberg and Marshall were friendly. "For me it was just something to do," Marshall says. "If I failed, I had my excuse: I was an actress, not a director." Critics were underwhelmed by the result, but she did salvage the movie, and pal James L. Brooks gave Marshall her second directing job: Big, starring Tom Hanks. Marshall at first didn't feel much affinity for the story, which involves a boy, under a spell, inhabiting the body of a adult. "I saw it as a sweet afternoon special," says Marshall. "I'm not the most positive person." But Big, both a critical and box office hit, established her as a major commercial director, a reputation she secured in 1990 with Awakenings and two years later with A League of Their Own.

If Marshall's personal life in recent years has not kept pace with her career, that's by choice. "I'm not dating anyone now, I'm too busy—maybe around February I'll resurface," she says. Then she adds, "I've been married. I have a child and a grandson. I'm very happy to watch a video at home with a friend rather than do dinner. I have a good support system of friends and family."

Many of them come every October to the joint birthday bash she and Fisher throw. It's a coveted invite: Hanks, Ford, Carrey, Nicholson, Cruise, Pacino and Bergen are regulars. Marshall claims it's the down-home cooking—macaroni and cheese, fried chicken, mashed potatoes—that draws them, but Fisher offers another reason: "She is beloved."

Just ask her grandson. Marshall lights up at the mention of Spencer. Obsessed with Luke Skywalker, the 4-year-old is even unwittingly responsible for getting his self-effacing grandmother to do something really out of character: use her clout. Marshall confesses to pestering George Lucas—"George, I need Luke in the black vest and the green sword, the stores don't have it"—until the Star Wars director finally mailed her the hard-to-find accessory.

"I owe him a call to thank him," she says, exasperated at things undone and pending. Lucas will get his call—but first Marshall must do something she hasn't done in, oh, seconds now: roll her tired green eyes and assume a look of winning weariness. "I haven't," she complains, "had time to breathe."

GEORGE KALOGERAKIS
LORENZO BENET in Los Angeles

  • Contributors:
  • Lorenzo Benet.