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Penny Marshall should be feeling on top of the world right now.

”Awakenings,” which she directed and which stars Robert De Niro and Robin Williams, has not only earned critical acclaim but may bring Marshall an Oscar nomination for Best Director next week.

If so, the 47-year-old comedian, who`s still best known for her portrayal of Laverne in ”Laverne & Shirley,” and whose only previous feature film directing credits are ”Jumpin` Jack Flash” and ”Big,” will become the first woman in the history of Hollywood to be thus honored.

Penny Marshall should be feeling ecstatic, but instead, she`s worried.

” `Awakenings` is only my third film, and it`s the first drama I`ve done, so all this Oscar talk just makes me very nervous,” she says. ”In fact, I don`t want to deal with that `Oscar buzz` stuff at all. I just worry that people are going to see the film with all these big expectations and that they`ll be disappointed.”

And as if to underscore her fears, the woman who ”finally and completely quit” smoking recently is furiously lighting up another cigarette as she talks about ”Awakenings,” Oscar predictions and her unlikely emergence as Hollywood`s most successful woman director.

”I don`t like all the pressure,” she says in the patented Bronx whine that made her a star in ”Laverne & Shirley” and which she still uses in moments of stress.

Marshall frowns, takes another drag at her cigarette and adds slyly,

”Hey, perhaps I will get nominated. I`ve dated enough people in this town, maybe even enough people to nominate me.”

She laughs hard and then frowns again. ”Or maybe I wasn`t very good. Maybe I can`t really direct. Maybe I just got lucky.”

Marshall shouldn`t worry. With ”Awakenings” she has crafted an inspired, warm, intelligent and highly emotional film that successfully deals with the difficult and arcane subject of catatonia. Based on the book by British neurologist Oliver Sacks, ”Awakenings” tells the story of a man named Leonard Lowe (played by De Niro) who has spent some 30 years in a catatonic state before he is almost miraculously brought back to life by neurologist Dr. Malcolm Sayer (Robin Williams) using a drug called L-DOPA.

”The film kind of fell into my lap,” explains Marshall. ”I read the script just after `Big,` and was completely fascinated with this world I didn`t know. It moved me enormously and made me cry and it stayed with me, although I didn`t immediately think, `I`ve got to do this.` ”

In fact, to hear Marshall tell it, she took on the project almost out of a perverse sense of cowardice. ”It`s true. I wasn`t really looking for a drama,” she explains. ”I was reading tons of scripts and there was one comedy that I really liked and almost thought of doing, but then I also thought, `Then it`ll have to be real funny and everyone will compare it to

”Big” and say ”Big” was funnier,` and I got scared. Then I thought, `If I do a drama, they won`t expect me to do it well.` I have backwards logic. Maybe I`ll do a musical next, or a western.”

Once committed, however, Marshall pursued the project, which had been languishing at Twentieth Century Fox for several years, with tenacity. ”I don`t know why Fox didn`t want to do it,” she says. ”Perhaps they felt it was too depressing, who knows? But they said no in a very nice way, and then we took it to Columbia, who didn`t feel that way at all. They were very enthusiastic from the start.”

”Obviously casting was particularly crucial in a film like this,” adds Marshall, who breathed easier when first De Niro and then Williams quickly signed on. ”At first, I wasn`t quite sure which character Bobby and Robin should each play, so I considered reversing the roles and having Bobby play the doctor. He could have done either, and I did originally try to persuade him to play the doctor, because he is shy and withdrawn, so he was right for it. But he wanted to play the patient. And Robin could do the patients and imitate them wonderfully, but I don`t know if that would have seemed too comedic. It was a tough decision, but I think it was the right one.”

Marshall says that she had no difficulty keeping Williams`

improvisational tendencies reined in. ”I`m good at restraining comedy people,” she says, laughing. ”In fact, he`s a very well-trained actor. I saw him in `Dead Poets Society` and thought he did a wonderful job. And thank God for his humor, because he was great in between takes and scenes, and kept us entertained, because we were stuck in that hospital for many months and it could be really dreary. But he`d always snap right back into the role. Of course there were bits where he`d improvise more and I have it on tape. There`s a scene in a bathroom with a Swedish neurochemist and Robin imitated his accent brilliantly and it was very funny, but it was wrong for the piece, so I cut it out, but I don`t mind shooting it.”

As for directing De Niro, Marshall says she quickly got over being intimidated. ”He`s very sweet and polite, and I`ve known him for a while, so that really helps,” she explains. In fact, Marshall originally had cast De Niro in ”Big.” ”He couldn`t do it in the end because of the deal,” she says. ”Plain and simple. It had nothing to do with me or Bobby.

”Anyway, when we first met about `Big,` I told him how honored I was that he`d accepted, and got a bit overwhelmed, and he said, `Don`t do that, it`ll make me nervous. Just be straight with me and honest, you can say anything and criticize whatever you want, but say it to me. Don`t go off and complain to other people if something`s wrong.` So I got all that out of my system.

”By the time we started this, it was, `You want honesty, baby? You got it,` ” she laughs. ”Bobby`s the one who started me off on researching actors. He told me to look at all his films, and said, `If there`s anything you want to see again, or never want to see, just tell me.` This was for

`Big,` so I went through all his films and found it incredibly helpful. So now I do that with every actor I work with. I put all their films on cassette and watch them to see what habits they have, good, bad, what you don`t want to see, what they do when they`re nervous, what they repeat.”

To give the film a grounding in reality, Marshall shot on location at the Kingsboro Psychiatric Center in Brooklyn, a functioning psychiatric facility. The crew eventually spent the best part of three months holed up there.

”It was somewhat depressing,” she admits, ”but no more so than anywhere else for me. I mean, I got depressed working all that time in the toy store for `Big.` So the hospital was like our second home and almost like shooting on a sound stage. We`d walk past all the real patients on the first and second floors and we became friendly after seeing them all every day. And of course the big advantage was that any time anyone wasn`t sure about their role, such as the nurses and orderlies, I could just send them downstairs and tell them to look.”

The filmmakers also used a lot of real patients in ”Awakenings,” she says, ”especially in the background and in the corridor scenes. Waheedah, the hysterical woman, was a real patient. She`s a schizophrenic out-patient and we started off by auditioning all these actors, but when they had to suddenly start screaming, she was by far the most convincing. In fact, she was so good that I added another scene for her.”

Eventually, Marshall ended up with over five hours of film, which then had to be edited down to two. ”I always add scenes, because I get bored, and then add more endings to scenes, which are often nothing to do with the plot,” she admits cheerfully. ”So we had to cut a lot of good stuff, including about 20 minutes at the end of the film.”

Marshall has come a long way from her early TV appearances as Jack Klugman`s secretary in ”The Odd Couple,” a role that she owed to her producer-writer brother Garry (who directed one of last year`s biggest hits,

”Pretty Woman”).

”I think I just kept going out of fear,” she says. ”The truth is I`m constantly afraid, but I somehow work out of fear. I was afraid as an actress. When I was on `The Odd Couple,` I`d get so scared before saying even one line. I`d stand there and curse and then tell myself, `I`m no good so what difference does it make?` and then walk in and say, `Mr. Madison, your car`s parked on the wrong side of the street.`

”It was the same in `Laverne & Shirley,` ” she says. ”Even when it was a big hit, I was scared. And I`m still afraid as a director. You have a hundred people a day asking you questions. It`s tough.”

Marshall, who says that she calls her brother for advice ”every week,”

isn`t shy about admitting that she finds directing less than enjoyable.

”Garry calls me every week when I`m shooting to say, `One more week down,`

because at least half the job is just getting through it and staying on your feet under all that pressure,” she says.

Marshall says she`s also close to her ex-husband, Rob Reiner, to whom she was married for 10 years. ”The studio was originally going to release

(Reiner`s film) `Misery` and `Awakenings` on the same day,” she reports.

”I just called him up and said, `Do you really want that? I don`t.`

Fortunately they changed the dates.

”I also called Rob after I saw `Misery`-I didn`t realize I was that bad a wife,” she cracks. ”I said, `Are you still angry at me?` `No, no, no, it`s not you,` he said. `It`s just movies.` ”

Marshall laughs hard and then grows pensive. ”The big problem with movies is that they really take over your life. I mean, I don`t have a private life anymore.”

Still, Marshall doesn`t seem too unhappy. ”I miss acting sometimes, and I miss the `Laverne & Shirley` days because they were so much fun,” she says. ”But however much I whine-and I am a whiner-I like what I`m doing. I`m just constantly surprised at how it`s all turned out.”