Ron Howard and Henry Winkler aren't the only stars from "Happy Days" who can direct.

Anson Williams, who played Potsie Weber, best friend to Richie Cunningham (Howard), on the 1974-84 classic ABC series, is a successful TV movie and series director in his own right.

Currently, he's directing four of the first 13 episodes of NBC's "seaQuest 2032"--his next episode airs Nov. 1--and he was involved with numerous revisions made on the series this season.

"It was collaborative," explains Williams, who also directed last season's "seaQuest" cliffhanger. "It was [executive producers] Patrick Hasburgh and Clifton Campbell coming in and saying we need to go in a whole different direction. I definitely had strong ideas and they had strong ideas and together we developed a new whole look for the show, which is exciting."

Williams, sounding a world apart from the unsophisticated character audiences loved to laugh at, explains he brought in a "whole new way of lighting, along with some different lenses--a much more long lens which makes for much more stimulating composition--and different colors. They are much more intense."

When Williams began on "Happy Days," he "sort of knew" he wanted to direct and produce. "Ron Howard always wanted to do it," he says. " I could hardly walk and talk."

It was "Happy Days" executive producer Garry Marshall who inspired his stars to study all aspects of filmmaking. "He opened the doors of the Paramount lot so we could watch other directors direct, edit, whatever we wanted to do," Williams recalls. "He thought it was very important for us to learn all sides of the business because we may not be acting all of our lives. We were young and we didn't know what we wanted to do, so maybe another area would inspire you."

Marshall, Williams recalls, told them: "Don't worry about what color your wallpaper is in your dressing room. It doesn't mean anything. Don't waste time with stuff that doesn't mean anything. Spend your time on stuff that means something."

However, Williams encountered a few hurdles along the way. Initially, when he tried to get projects approved, "certain" studios wouldn't take him seriously. "So I opened an office by myself, sat down and started creating shows," he says. "I was determined to create shows and sell them and not get typed."

He echoes Marshall's advice to young actors today. "I tell them, 'Learn your craft. Write. Produce. Do stuff. Don't get lazy. Don't believe the talk and the hype. It's a business here and really work on yourself. It will be easier for you in future years. Give yourself as many options as you can.' "

The "Happy Days" gang, Williams says, "always put our efforts into work. Everyone had a strong work ethic and really took the time and the opportunities in the right direction."

Williams, who produced before stepping behind the camera, hit a bull's-eye with his first project, the acclaimed 1980 NBC movie "Skyward," directed by Ron Howard and starring Bette Davis. But Williams soon discovered producing wasn't emotional enough.

"In fact, it was Ron who said, 'Maybe you should try directing. I said, 'Oh great--a third career!' "

Over the past decade, he's directed the acclaimed "Lone Star Kid," which aired on PBS' "Wonderworks" series, and the Humanitas Award-winning "No Greater Gift" for ABC. Besides directing "seaQuest" this year, he's also shooting episodes of the popular ABC kids' show "Fudge." ("We do 'Fudge' out of love. That's like a birthday present for our children.") Also going onto his directing resume are episodes of UPN's "Live Shot," Fox's "Melrose Place" and the syndicated hit "Hercules: The Legendary Journeys."

"I have been offered quite a few features," says Williams, who has directed several TV movies. "But they were the wrong films. You just don't do a high-concept comedy [to direct a film]. It's not an ego thing. The first film --I would like it to be something of substance and mean something."

Every "once in a while" Williams says he gets the urge to act. "I would like to do a musical, a stage show. I came from theater, so to go and do a musical just for therapy would be fun. Funny, when I started directing, I just didn't jump into films. I started doing theater across the country just to get [my] chops going. And then I went into directing 'No Greater Gift.' "

"All of us owe a lot to 'Happy Days,' " Williams reflects. "I am so thankful."

"seaQuest 2032" airs Wednesdays at 8 p.m. on NBC; repeats of "Happy Days" air Saturdays at 3 and 3:30 p.m. on KTTV.

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