Don Most Talks Happy Days, Star Trek, Directing Shailene Woodley, and His New Film Duality

Movies Features Shailene Woodley
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It’s not that uncommon for an actor or two from a successful television show to become so associated with their characters that they have trouble escaping that perception in their later careers. But it’s pretty uncommon when a show, even a legendary one like Happy Days, produces an entire cast that experiences that phenomenon. You can ask Ron Howard, Henry Winkler, Erin Moran, or most anybody else from Happy Days how difficult that quandary can be. But although Don Most’s Ralph Malph was one of the most distinctive and memorable characters on the show, he’s nonetheless been pretty successful in carving out a career independent of Happy Days. But it didn’t come easy. Most spoke with us recently about Ralph Malph, Star Trek, directing Shailene Woodley in her first role, and his role in, the new short film, Duality.

Paste Magazine: How you doing, Don?
Don Most: I’m good. How are you?

Paste: Great. I appreciate your time. I’d like to ask you about life and career stuff, but I want to hear about Duality, as well. Can you tell me about how you became involved with the project?
Most: It was a pretty serendipitous occasion. I have a very good friend who’s been in the music business a long time. His name is Larry Lee. He’s done work for me on some of the films that I have directed. His son is a major chef here in L.A. He works at a place called the Scratch Bar, and he was featured on a TV show for Food Network. They asked me to come down to the restaurant, and he introduced me to some of his friends. I got a call a couple of days later from Larry. He said that his friend was directing a short film, and that he thought that I’d be great in it. He wanted to set up a meeting with me, so I did.

I read the script. It’s a short film, so there’s not a lot of time for any of the characters. My character was on-screen the shortest time of all out of the three major characters. After talking to the director, I felt good about his creative process and the way he thought and spoke about it. It was good because he ended up adding elements to my character. He embellished it a bit and made the character really fun to play. So, ultimately that’s how it all came about. I got involved by going to my friend’s son’s restaurant.

Paste: (Both laugh) That’s pretty crazy. You never know what’s going to happen when you go out in L.A.
Most: Yeah, you just never know where things are going to come from!

Paste: Tell me about the experience in acting in Duality. I’ve got to think that acting in something as surreal and as “stream of consciousness” as this short would be different than acting in something more realistic.
Most: That’s an interesting question. Yes, a little bit. The material in the short was surreal and metaphysical, so the reality was slightly askew. I would get certain feelings about the scene from reading it. It would spark the imagination in a different way. It opened up your choices to go in directions you wouldn’t normally think of as an actor. It was different in that regard. I had two scenes in one time frame. Then I had another scene in a parallel world that was in another time frame… I was on a path up in the hills, and I was wearing a black tunic and holding a walking stick… it was a very mysterious encounter. I had a British accent in that scene, which was fun. You just had to let yourself go as an actor and flow with the moment. It’s important to always be in the moment as an actor, with everything you do. I sort of freed my mind up with this role. It’s hard to explain.

Paste: I can see where the subject matter and the general tone would lend itself to that. I would assume that, to some extent, that is something you can take with you to other forms of acting.
Most: Yeah. I experienced that. Going through this experience may have opened up certain creative regions in my brain that I had never used before.

Paste: So, you grew up in Brooklyn, right? What did your mom or dad do? What kind of childhood did you have?
Most: It was a very normal childhood. My father was an accountant, and my mother was a homemaker. We lived in an apartment building. I went to the public school where Barbara Streisand went. I started getting the “performance bug” at a pretty young age. Initially, it was singing. I saw The Jolson Story when I was about nine, and it had a huge effect on me. When I was about twelve or thirteen, I convinced my parents that I wanted to do something with that.

They found a school in Manhattan that was run by an old vaudevillian performer named Charlie Lowe and his wife. They had a studio where they would teach kids singing. And I had to learn tap dancing. I wound up getting picked to be a part of his professional review. There were eight of us who would perform at nightclubs. There was one summer when I had just turned fifteen. We were staying in a hotel in the mountains that was a big area for singers and comedians—people like Jerry Lewis, big names in the industry played up there. It was a blast for me to perform there.

I appreciate my father’s wisdom now more than ever, but for some reason he didn’t see what I was doing at that time as my true path. He felt that I should study acting more and give up singing. Maybe I wasn’t that good of a singer… I don’t know. (laughs) So, that’s when I started taking acting classes. We found somebody in the city that had a great reputation, so I joined a workshop for several years.

After that, I went to college, but I didn’t major in Theater. My parents wanted me to have a backup plan in case acting didn’t work out. The teacher of the workshop introduced me to a woman who was a manager, so she started managing my career. I started getting professional work when I was about sixteen or seventeen years old. At first, I was doing a lot of big, national commercials. Commercials were my introduction to working in front of the camera. All of my acting classes had been more theater based. Learning to be in front of the camera was a big transition for me, and it was a great time to learn it at that age. I was also part of a theater group in college and did many plays with other local colleges as well. I was constantly commuting into the city for auditions. It was a three-hour commute back then.

Eventually, after my junior year, the girl who I was dating decided to go to L.A. I didn’t want to be away from her, so that’s what brought me to L.A. I was able to find an agent through some of the connections that I had from working in New York. I was planning to go back to school for my senior year, but I landed several acting parts right away through my agency and decided to stay. Things were starting to pick up, and I didn’t want to lose the momentum, so I decided to put off school for six months.

I flew home to go to my sister’s wedding and was supposed to go to school just a few days after that, but I didn’t go back. I knew that my parents would be concerned, but I was operating on a different wavelength back then. There was no thinking involved. I felt like I had to try. Literally, I flew back to L.A. two days later. I met a couple of people in L.A. over the summer, but for the most part, I didn’t know anybody. After the first few months, I started questioning whether or not I had made a mistake in moving there because I had been to many auditions, but nothing was hitting. That’s when the audition for Happy Days happened.

Paste: I definitely want to talk with you about Happy Days, but first and foremost, I just have to say, I saw on your IMDb page that when you were in your early twenties you played Tom Sawyer in a made-for-TV-movie. When I saw that, I grinned ear to ear; I’ve never seen that movie, but I can totally picture you as Tom Sawyer. What a perfect Don Most part! There’s that exuberance, with a little bit of mischievousness … it just seems like a really good fit for you. But, what amazes me the most is that you were able to get that part at age twenty-two! Were you just really, really baby-faced at that point?
Most: Haha… yeah. To a good extent, yes. But I did the movie with Ron Howard. Ron Howard was Huck Finn.

Paste: Oh wow, that’s fantastic!
Most: Truth be told, we were both way too old for those parts. It was kind of crazy that we were cast. What happened was, we were already a part of Happy Days, and the guy who was directing Huckleberry Finn was a friend of Ron’s family. I don’t know how it came about, but they cast Ron as Huck Finn. The sad part about this is, in the industry, when you’re under eighteen there are a lot of limitations that you face. If you’re over eighteen, you can work longer hours, and there are fewer restrictions on you. The filmmakers wanted somebody who was over eighteen so they could make the film more economically. Ron’s dad recommended me to the director, because I looked so young. For me, I thought, “What a kick it is to play this… to be able to do it with Ron. It seems like a great opportunity.” I didn’t think twice about doing it.

I haven’t seen the movie in a long time, so I don’t remember how it played, but I do know that we were way too old for those parts!

Paste: No doubt. It’s also notable that Merle Haggard played the Duke.
Most: Oh yes! And Jack Elam played the King in it. He was a great character actor, and we had a good cast. I think the movie was pretty good, all things considered.

Paste: So tell me about the big break you had, when you went in to audition for Happy Days.
Most: My agent called me and said, “There’s a pilot for a new TV show that takes place in the ‘50s that you should read for.” I met with two of the executive producers, Thomas Miller and Edward Milkis. After reading with them, they called me back, and I had to do a scene with a whole room of people. Garry Marshall was there; he was the creator of the show and a producer. After that, they wanted me to do a screen test with all of the actors. We all had on the same type of clothing, and Garry was directing. They shot everyone as if we were doing a real scene. Initially, I was screen testing for the role of Potsie.

Ron and Anson Williams (Potsie) had done a different version of the pilot several years earlier, but it didn’t sell. This was back in ‘71 or ‘72 I think. But then, American Graffiti came out, which was such a big hit, and the network changed their mind about the show. The network told Garry that they wanted to do it, but they were concerned that Ron and Anson were too old, because two years had passed. Garry just told them, “No, no! They are perfect for the roles, and they’re not too old!” But, they had to do additional screen tests to please the network. Ron, Anson, and Robby Benson were there.

The funny thing was, at the same time I was also up for a TV movie that was a period piece, but it took place during WWII, and I really wanted to do that. At the time, I was much more interested in doing dramatic work than comedy. It was written by a guy named Herman Raucher, who had written a movie I really loved called Summer of ‘42. It was a great movie, and it was also about WWII. The guy who was going to direct the made-for-TV movie was the same guy who directed Brian’s Song, Buzz Kulik. So, I was sitting there thinking that I wanted to be in that film, not Happy Days. My audition for the movie went incredibly well. My agent said that they loved me, and that we had to wait to see if Jack Warden was going to play my uncle (they kept telling me that I looked like a young Jack Warden). They said, “Even if Jack doesn’t do it, you’ll probably still get the part, but we’re not sure, yet.” So then, my agent calls on a Friday and says, “You didn’t get the role of Potsie. They decided to go with Anson Williams instead. But they want to offer you another role. They decided to create a new role for you and make you a regular on the show.”

Paste: Oh, so they created the role of Ralph Malph just for you?
Most: Kind of, yeah. They said, “There was a character in the pilot named Ralph Malph who had a small role, but we have decided to make that a larger part and give it to you.” So, my agent and I discussed things and felt that the TV movie was more what we were looking to do, so we turned the Happy Days gig down. That was on a Friday. But over the weekend, a lot of my friends started telling me that I was crazy for turning down a pilot. I started to wonder if I had made a mistake.

As it happened, my agent played basketball with Garry Marshall every weekend at his house. Garry asked my agent why I turned them down. Garry really thought that the show was going to be good enough to make it, and he decided to offer me a little better deal. He offered me more money and a larger guarantee. My agent called me on Monday. He told me what happened and suggested that I reconsider. I said, “What about the TV movie?” He said, “Well, Jack Warden is overseas, and we won’t have a direct answer on that until the end of the week. Happy Days is about to start shooting, and I think that we should take this.”

So, that’s what happened. It was a crazy whirlwind of a few days. Things could have turned out very different for me.

Paste: Yeah, it’s probably a good thing that Jack Warden was out of the country!
Most: I guess so, yeah! Who the hell knows what would have happened to me?

Paste: (Both laugh) I have a feeling that you would have found a way for yourself no matter what. But, we would have definitely been robbed of one of the greatest sitcom characters of all time!
Most: Thank you so much.

Paste: You and Anson had the greatest Rosencrantz and Guildenstern Are Dead type of chemistry on set. I really enjoyed it.
Most: It’s funny that you mention that. A quick diversion … Anson and I are very, very close. We still remain friends, and we wound up doing a pilot together that Anson directed called Take Two, which is an anthology type of series that we’re shopping around right now. The idea is to bring iconic duos together that have great chemistry, duos that you know and love, and put them in a strange and unexpected situation. We had a lot of great material that was based on one-act plays, and we filmed one of them. That’s why it’s funny that you brought that up. In this pilot, we’re not playing Ralph and Potsie by any means, but we still have a chemistry together, so it was good. It sort of takes you through the looking glass; you get to see us in a whole different way, so it was interesting to make. We’ll see what happens with that.

Paste: That’s wild. I sure hope that gets picked up. That would be fun to see for sure.
Most: Yeah. Each week, there would be a different duo.

Paste: Jumping forward somewhat, when you have a show that is as huge as Happy Days, and you have a character that is so distinctive and loved … I know it’s a great blessing, but that’s got to feel a bit overwhelming? Actors like you and Gary Burghoff from M*A*S*H can have a difficult time being seen as anything but your characters. Tell me about what it’s like to be so iconic. Did you feel like you needed to try to separate yourself from that in the later part of your career?
Most: Oh boy … we could spend a couple of weeks talking about that one. Yeah, it was a huge hurdle and challenge in my path. It was very, very difficult and frustrating to overcome. It was a battle that went on for many years and that, to some degree, I am still fighting. It has gotten a bit easier in the last five or ten years, and I think that has to do with the time that has passed and that I don’t look the same anymore. With the distance of time, it has gotten better.

I left the show four years before it ended. My contract was up after my seventh season. Both Ron and I did not renew when our contracts were up. One of the reasons is that I felt stale in the character. I had been doing it for seven years and didn’t want to become typecast. I wanted to do so much more as an actor. I knew it was going to be difficult, but I didn’t know just how difficult it was going to be until I signed with a huge agency called William Morris. Then I went six months without so much as an interview.

At that time, I did not want to do another TV series, so that was limiting, as well. To some degree, I locked myself out of certain areas of my career that I might have had access to. Before I did Happy Days, I was able to get more dramatic roles. I had done Police Story, which was a dramatic TV series. I also did a show called Emergency where I played someone who had gotten into an accident and was paralyzed. But after Happy Days, I couldn’t even read for anything that wasn’t a class clown, so that was very frustrating.

It was very difficult. I wound up doing a bunch of theater in different parts of the country. I had a bad problem where there was a landslide near the house that I owned. A lot of the houses in the neighborhood were getting torn apart. It was a major crisis. All of the sudden my house was worth almost nothing, and I felt that I had to do television again in order to survive. I still didn’t feel like I was being considered for the roles that I wanted, the really choice roles. It was very frustrating.

I think that’s ultimately what led me into directing. I started directing theater productions, and I was always looking for scripts that could be made into an independent film. During those years, I was acting in various TV projects and an occasional independent film, but it wasn’t until 1998 that I got to direct my first film. The film was called The Last Best Sunday, and it was a very heavily dramatic piece. It was a great experience, and the movie turned out well. We won a lot of awards at various film festivals, and it got picked up by the Lifetime Channel and even got distributed. It was great. After that, some more acting roles started opening up. Things started to get better, and I got to direct my second film, Moola, which was released in 2007.

Paste: What a great cast that film had!

Most: Thank you. Yes, it was a great cast. In fact, that was Shailene Woodley’s first movie. She was thirteen, and it was the part of the daughter of the lead. It was down to two girls. One had more of a comedic element to her, but there was something about Shailene that I really liked. I felt that it was really important that her character had some sensitivity, and Shailene had it.

When we were editing, there was a really critical scene in the film between the father and the daughter at a zoo. Something really traumatic had just happened, and they were having to deal with it. I loved the scene when we shot it, and I spent a long time in the editing room trying to get it to look the way I wanted it. When it was together and I was watching the fresh cut, Shailene did something subtle, yet wonderful, and I just started to cry. I turned to editor and said, “She is so fucking good.” I remember it like it was yesterday. She really blew me away. I’m glad that I found her. With her talent, she would have made it no matter what, but it was nice to have that experience with her.

Paste: The first time I really noticed Shailene Woodley was in The Descendants. I kept thinking, “Is this performance really as good as I think it is? I mean, she’s such a young kid!” There was one scene in it where I literally slapped my hand against my thigh because I realized how great she was. It’s the scene where she gets mad at Clooney, and he goes up to hug her. The camera is behind Shailene, and she’s holding her body very stiffly. As he hugs her, she slowly loosens up and gives into the hug. The muscles in her upper back expressed more in that scene than most people’s faces do; I mean, she acted that scene with her back! Instantly I was like, “Wow. She is the real deal.”
Most: Wow. That’s great. That’s a great image that you’re describing. I was floored because she was 13, and the stuff that she was doing was unbelievable. She seemed so wise, so beyond her years. There was a level of sensitivity there that really floored me.

But, moving forward, it wasn’t until after I made Moola that people started seeing me in a different way. I always thought that the public would have been open to seeing me play different types of roles. But, it’s not up to the public what roles I play, it’s up to the industry. And the industry is famous for not taking chances. There is a lot of fear in the industry. That’s why they play things safe the way they do. But, when I would go out, people would say, “When are we going to see you in something different?” People wanted to see me in unexpected roles, but there was a lot of fear and ignorance in the industry that got in the way of that.

Paste: People play not to lose in Hollywood, rather than playing to win.
Most: Absolutely. Now, I guess it’s easier for me because I’m considerably older. I look a lot different and can more easily get away with playing different roles. I’ve been doing some independent films, and I just got a recurring role on Glee, which was really fun to do. I got to play a father.

Paste: I bet that really took you back to your roots in musical theater.
Most: Yeah, for sure. I didn’t get to do any singing or dancing, but it definitely brought me back.

Paste: Just to be a part of a show that has brought musical theater so much more into focus for this generation is great.
Most: Yeah. It was a really great crew. I really enjoyed it. Everyone was so immensely talented. Eric Stoltz actually directed one of the episodes I was in. He was great to work with. He told me a story about how I meant a lot to him as a young kid, because he was red-haired, and I was red-haired.

Paste: You’re both redhead icons!
Most: I can’t remember exactly how he explained it, but he said it meant a lot to him. Most redheads, when you’re little, you tend to get singled out. Maybe that’s why it meant something to him? But I had fun doing Glee.

Paste: I bet it was fun getting to do Star Trek. Did you grow up watching Star Trek?
Most: I did. I grew up watching the original series. It was very cool to be able to do that show, as well as a slew of others. I currently have a bunch of film projects in the works. They are talking about expanding Duality into a feature, so that will be good. I also have four different projects that I’m trying to set up to direct … well, I’m going to direct three of them and produce the other one. I also did a family film a couple of years ago. It was a very small budget production and involved both kids and animals, so it was very hard to get through. It was a great learning experience though. But, what I am most excited about is this: in three weeks, I will be singing in a jazz club! I will be doing a lot of stuff that I love like Sinatra, Bobby Bryant, and other big band music.

Paste: So, you’re doing “I grew up in Brooklyn in the ‘50s” stuff?
Most: (Laughs) Yes and no. Most of my friends growing up listened to pop music. I was more of a ‘60s child. But what I loved the most and listened to was older stuff like Dean Martin, Sinatra, The Standards and Nat King Cole. I performed about thirty years ago with a huge eighteen-piece band in a jazz club, but I never pursued it. I’m not sure why—it’s a long story. So, for the first time in thirty years, I’m doing what I love. We’re putting it together right now.

Paste: Are you doing a big band again, or will you go with a small ensemble? What are your plans?
Most: I would do the big band, but the economics of it all just doesn’t make sense. We’re going to do a seven-piece unit with three horns, a rhythm section, and vocals. There are certain songs that will have very large arrangements. We’re going to have the songs sequenced through some computer software on top of the live performers, so it should have a very full sound. I’m hoping that there will be some venues we play that are big enough to bring in a full big band. That way, we can do things full-swing. I love swinging with a big band like that so much … it’s a real high. I’m very excited.

You can catch Don Most’s musical performance at Catalina Jazz Club in Hollywood on August 20. Tickets here.

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