They've been friends for 35 years (ever since Jane Fonda cast Lily Tomlin as her costar in Nine to Five) and Hollywood legends even longer. So what would possess Tomlin, 75, and Fonda, 77, to sign on for 15-hour workdays as stars of the lacerating new dramedy Grace and Frankie—when they could have just met over coffee to bask in their mutual glory?

"I was immediately drawn to the idea of women who really have each other's back," Fonda says of the series, which centers on two wives thrown together when their husbands fall in love with—wait for it!—each other. "And I was working with Lily again, whom I've stayed close with since Nine to Five. It was a dream come true."

While the actresses clicked from the start, the alliance between Grace (Fonda) and Frankie (Tomlin) develops slowly. As the cucumber-cool builder of a cosmetics empire, Grace takes her salad sans dressing, her husband (Martin Sheen) for granted, and her self-esteem where she can find it. Frankie is the shabby to Grace's chic: A Joni Mitchell lyric waiting to happen, she loves her husband (Sam Waterston), her turquoise jewelry, and her tea laced with peyote. They're an odd couple suddenly forced into the five stages of grief—which, in this case, are denial, anger, ice cream, cigarettes, and fear of breaking a hip. The pair realize that they are the only two people who can comprehend their situation. Betrayal is their bond.

But the cast shares another bond. "One day on set it occurred to all of us that I played Martin Sheen's assistant on Aaron Sorkin's The West Wing," Tomlin says. "And I was Sam Waterston's boss on Sorkin's show The Newsroom," says Fonda. "Now Martin has left me for Sam. It's like a family reunion!"

As in the best of families, there's an unmistakable closeness. "People say we have a lot of chemistry," Tomlin adds. "That's because you can sense that Jane and I have been friends for so long. We have a soft spot for each other." Whether Grace and Frankie will come full circle remains to be seen.


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