Motorcycles and musical numbers: An oral history of how Grease 2 became a cult classic

Motorcycles and musical numbers: An oral history of how Grease 2 became a cult classic

It's time to go back, back, back to school again.

While Grease is an enduring classic and major box office hit that made stars out of Olivia Newton-John and John Travolta, real ones know that its scruffier, much-maligned sequel, 1982's Grease 2, is the one that we want.

Starring then-newcomer Michelle Pfeiffer in only her second feature film and Maxwell Caulfield, Grease 2 flips the gender roles of Grease on their head, centering on the leader of the Pink Ladies, Stephanie Zinone (Pfeiffer), as she yearns for her dream guy, the fantastical Cool Rider. When the new kid in school, clean-cut Michael Carrington (Caulfield), discovers Stephanie's desire for a smooth, motorcycle-riding bad boy who is unlike the juvenile T-Birds she pals around with, he promptly transforms himself into the biker of her dreams.

Michael Carrington (Maxwell Caulfield) and Stephanie Zinone (Michelle Pfeiffer)
Michael Carrington (Maxwell Caulfield) and Stephanie Zinone (Michelle Pfeiffer)

Everett Collection Michael Carrington (Maxwell Caulfield) and Stephanie Zinone (Michelle Pfeiffer)

When Grease 2 premiered in the summer of 1982, it was critically panned, with its $15 million gross paling in comparison to the over $100 million domestic box office of its predecessor. But over the years, Grease 2 has become something of a cult classic, beloved by young women looking for empowering heroines like Stephanie, and adored for its campy tone. It doesn't hurt that Pfeiffer also went on to become a massive star.

Now, more than 40 years later, Grease still is the word (no matter whether your loyalties lie with the first or second film). On April 6, Grease: Rise of the Pink Ladies debuts on Paramount+, this time offering up a prequel set four years before the 1978 film. The series tells the story of how the iconic coral clique came to be.

But before a new generation of Pink Ladies and T-Birds make their mark, it's time to turn back the hands of time as we pay tribute to the sequel film that didn't earn rave reviews or break box office records, but finally found its audience decades later. It's a story of black eyes, stolen bowling balls, risqué motorcycle straddling, and freezing cold luaus. An account of deleted musical numbers, secret whispers, and hair dye jobs gone horribly wrong. A tale of going up against E.T., Captain Kirk, and Rocky Balboa — and losing. Badly. This is the oral history of Grease 2, as told by those who lived through it.

When Grease opened to massive box office success in 1978 after already conquering Broadway, producers decided the musical was ripe for a sequel. But it took some time to lock in a concept, a script, and a cast. Most of the cast were unknowns, including Michelle Pfeiffer in her first major film role and Maxwell Caulfield, fresh from the Off Broadway hit Mr. Sloane.

LORNA LUFT (PAULETTE): They had shot the first Grease, and I was living in England, and [producer] Allan Carr called me and said, "We're going to do a sequel. it's going to be called Summer School, and we want you to do it." I was over the moon, and then four years later, we got to make Grease 2.

DIDI CONN (FRENCHY): On the first one, everybody was having such a good time, so we said, "Wouldn't it be great to do a sequel?" And they wrote in when Eugene is throwing a pie at Sid Caesar's face and he says, "I'll see you in summer school." Well, that was what the sequel was gonna be: Summer School. But Paramount passed. [Laughs] They thought Grease wasn't going to be much of a movie. Then when it was such a success, the next year they decided to make the sequel. Of course, by then, John and Olivia weren't available. But when they asked me if I would do it, I was so happy to revisit it.

MAXWELL CAULFIELD (MICHAEL CARRINGTON): They used to hold weekly tryouts for Grease on Broadway. They were combing the ground for new talent because it was a very long-running successful show, and they needed replacements. So my kinship with the show began early.

LUFT: I did my screen test with Andy Gibb because they were looking at him for the role of Michael Carrington.

CAULFIELD: Ultimately, I was blessed to get that role. But it came with a tough mandate, which was to basically step into John Travolta's shoes, and that wasn't going to happen.

CHRISTOPHER MCDONALD (GOOSE): When I first moved to Hollywood, it was in 1978 and Grease was the biggest thing in the world. So when the second one came around in about 1981, I really, really, really wanted to get in it. I had my people send me out. They did a mix-and-match thing, so I didn't get the part that I wanted, which was Johnny Nogerelli, but you couldn't wash the Irish off my face.

ADRIAN ZMED (JOHNNY NOGERELLI): Grease is my life. Out of school, I got cast in one of the national tours of the original Grease in the '70s. Then I went to Broadway after I took the national tour, and then I did a couple of tours in the '80s. And then in the '90s, I played Danny in the Broadway Tommy Tune revival. I've done the most performances of Danny in the history of the show on either Broadway or national tours.

PAMELA ADLON (DOLORES): Of course, I was obsessed with Grease. I was a musical theater kid. The first day of work for everybody was the table read for the movie and the part of Dolores was still up for grabs between me and this other young actor named Tammy Lauren. We actually sat at the table, and I would read one page or one scene, and she would read another scene. We shared a script, which is really kind of f---ed up when you think about it. [Laughs]

Michelle Pfeiffer in 'Grease 2'
Michelle Pfeiffer in 'Grease 2'

Everett Collection Michelle Pfeiffer is a girl for all seasons as Stephanie Zinone in 'Grease 2'

MICHELLE PFEIFFER (STEPHANIE ZINONE): I had zero expectations of landing this part. My agent sent me on it, honestly, I think, just for the experience. It was such a cattle call — there were actors and dancers and singers everywhere hanging out, coming in and out auditioning, and there were very thin walls. All the other actors waiting to go in could hear your reading, could hear your singing. I was not a singer. I was taking voice classes to really improve my stage voice at the recommendation of my acting coach. And I certainly was not a dancer.

ZMED: I did bring a lot of my Danny to Johnny, but he was not as solid cool as the Danny that I was doing on Broadway. I wanted to bring a lot of vulnerability to Johnny. [Director] Pat Birch wanted me to do Grease 2 because she didn't have any actual greasers from the original show. She knew that I would be able to take care of the T-Birds and bring them the essence of what Grease is all about. She was my champion. The producers wanted a rock star in that role because Maxwell and Michelle were not big stars. But Pat kept on fighting for me.

PFEIFFER: The last phase of the audition was the dancing part. It literally was like you see in the movies where one line would come and they would dance across the stage and then the next line would come and they would dance across the stage. I kept moving further to the back, so I ended up in the very last line and stumbled my way through because I couldn't remember the choreography. I left with my tail between my legs, feeling so humiliated. And somebody's assistant, I think it was Pat Birch's assistant, ran after me across the Paramount studio lot. I said something about being really embarrassed and she said, "Well, you shouldn't be because she wants you to come back tomorrow."

The Pink Ladies of 'Grease 2': Sharon (Maureen Teefy), Paulette (Lorna Luft), Rhonda (Alison Price), and Stephanie (Michelle Pfeiffer)
The Pink Ladies of 'Grease 2': Sharon (Maureen Teefy), Paulette (Lorna Luft), Rhonda (Alison Price), and Stephanie (Michelle Pfeiffer)

Everett Collection The Pink Ladies — Sharon (Maureen Teefy), Paulette (Lorna Luft), Rhonda (Alison Price), and Stephanie (Michelle Pfeiffer) — strut their stuff

Grease had established a core set of character tropes with its Pink Ladies and T-Birds, but Grease 2 expanded and subverted many of those tropes, beginning with Stephanie Zinone, who is far more worldly and sassy than the innocent Sandy (Olivia Newton-John) in Grease.

LUFT: At first they had written Paulette as the Marilyn Monroe character of the movie. But I thought to myself, and I said to Pat, "She doesn't go home and talk like that because her parents would say, 'What the hell is wrong with you?' She makes up this character of Paulette in school for Johnny. Because all she's done is watch movies and thought, "I can be like that."

PFEIFFER: Stephanie was not a huge stretch. She's way sassier than I am, but I have that part of my personality that can come out every now and then.

ADLON: I was an Anybodys [like the West Side Story character] before I ever became aware of Anybodys. I was born to do that. The only thing I wasn't used to was wearing skirts and my hair in pigtails. That was very new for me. And that was definitely an out-of-my-comfort-zone thing. I'm a late bloomer, so I was a little bit embarrassed to be girly in that way. So that went hand in hand with Dolores' toughness.

LUFT: That hair! [Laughs] Allan wanted me to imitate Marilyn and all that. They sent me to a hairdresser to bleach out my hair and I kept saying, "This is really hurting, it's burning." They said, "Oh, don't worry, it always does. We have to strip your hair." Then, they put me into the sink, and it all broke off to about an inch around the crown of my head. So, then they go, "Oh, we'll just put her in a wig." And I thought, Could you have not done that at the beginning? The wig went through a lot of transformation because, at first, it was very long, very Veronica Lake in a way. Then we went through the looks of Marilyn, and we started to cut and shape it.

CONN: We did these movies before punk, so pink hair was like totally out there. Outrageous. So no, we weren't going to reprise it. It was the low point of Frenchy's life.

ZMED: That was all my hair. I'm a master of building the pompadour. I think I've played Danny so much that when I get out of the shower and I don't dry it in any other way, it just goes back down into that shape. [Laughs] They had the idea that Johnny would be sleeveless. When I was cast in the original stage version, I was just out of acting school, and I was turning 21 that year and I was really skinny. The whole phenomenon of Arnold Schwarzenegger started that year. So I started traveling with weights on the national tour and I developed my arms. By the time I went to Broadway, I actually transformed myself into at least the physical leader of the pack.

'Grease 2' dancers
'Grease 2' dancers

Everett Collection It's time to go back, back, back to school

It's the start of a new school year at Rydell High with the class of 1961. After Principal McGee (Eve Arden) and Blanche (Dody Goodman) prepare the school for the students, we meet all of the characters in a massive musical number: "Back to School." At its conclusion, new kid and British exchange student Michael Carrington arrives.

PFEIFFER: It was very, very early on in the shoot. It was a closed-down school we were shooting at. I was very nervous. The level of talent that we had working on that —  these dancers, I just used to watch them all day long in awe. It was for sure being thrown into the deep end.

ZMED: It was filmed at Excelsior High School in Norwalk, Calif. That's where the first Grease was shot too. We did the entire movie on that location. Excelsior became like a little movie studio. They watched the dailies in the auditorium. When we broke for lunch, we ate in the cafeteria, and we all had lockers.

LUFT: That opening number is such a tribute to the Hollywood musical. The song is so catchy and wonderful, and we filmed that for a long time, and we had more fun watching everybody get introduced.

ZMED: "Back to School" is, in my opinion, one of the best openings of a movie musical ever. It's a very long musical number because it's broken up by dialogue, and it introduces every single character as it comes along. And by the time everybody's introduced, everybody's there ready to walk into the school. We're all doing a version of the Twist because 1962 is when the Twist started.

The students sing 'Back to School' in Grease 2
The students sing 'Back to School' in Grease 2

Everett Collection The students sing 'Back to School' in Grease 2

MCDONALD: It was pinch-me time. I knew I had to step up and be as good as all the other freaking talented people they had. Boy, we worked our tails off with the choreography. The first school number took about a week just to rehearse. Pat Birch, our director, was a stickler for everyone doing everything in just the right way, so we really worked on it. It was one of the first numbers we did. It was the opening of the movie. It was big, it was splashy. It was Louis St. Louis' music. It was so many fantastic dancers that Pat had known over the years.

ADLON: That song was sung by the Four Tops and it's just like an instant hit. I remember being there with all of these dancers. We had a lot of the dancers who were in Grease return. They were the most fabulous people. Each one of them a triple threat.

CONN: Pat Birch picked dancers that looked like regular kids, but they were phenomenal dancers. And each one had written an autobiography of their character. They all had names and they all had relationships with their partners. It's reflected in the choices that they made during the dances.

MCDONALD: The T-Birds are up on the flag pole. Goose, he didn't have all his marbles, so to play it comedically, I goofed up.  If you watch closely, everyone's going one way. And Goose has gone his own way. His arms are going the opposite direction of the other guy's arms until he catches up. His steps are a little too slow. When I see the movie to this day, I still laugh at that. It was a huge number because it introduced every character. Then we see Michael Carrington come off the bus and meet Didi Conn.

CAULFIELD: Having Didi come in, she's a sweetheart. She's as sweet as she appears on screen. I'm surprised they haven't asked her to come back and play the school principal in Grease: Rise of the Pink Ladies.

CONN: Unfortunately, I was asked to be in it and I was sick in the hospital last spring when they were filming it. But during Grease 2, I was doing a series called Benson, so I only rehearsed on my day off. Then, I only had one week off to do everything, so I didn't have time to really get to know anyone. All I can tell you is my first day of working in the makeup chair sits down the most natural beauty I've ever seen. And that was Michelle Pfeiffer. I looked at her, and then I watched her work, and I thought, "She's gonna be a big star. She's something special." She's the one I talked to the most.

The T-Birds and the Pink Ladies sing 'Score Tonight' in 'Grease 2'
The T-Birds and the Pink Ladies sing 'Score Tonight' in 'Grease 2'

Everett Collection The T-Birds and the Pink Ladies sing 'Score Tonight' in the bowling alley

After everyone reacclimates to being back in school, the T-Birds and the Pink Ladies head out for a night at the bowling alley. Stephanie and Johnny are on bad terms as she's ended things with him, leaving the door open for Paulette to pursue him. All of their pent-up frustrations and excitement come out in song as they perform "Score Tonight" at the Bowl-a-Rama.

LUFT: We shot in that bowling alley for almost a full week. It really bonded all of us because that bowling alley was next to some kind of factory that had one of the most awful smells. When they would open the door to the bowling alley, this awful odor would come into the bowling alley. So we never really went to our trailers. We just stayed in the bowling alley.

ZMED: One of the things that killed me is that Lorna never had her own song in Grease 2. She probably had the best voice, and even when she sang those few lines in "Score Tonight," you suddenly heard freaking Pat Benatar come out. I wish she had her own song. But at least she got to sing in "Score Tonight," and everybody got a touch of, "Oh, there's Judy Garland's daughter."

LUFT: I did everything I could. That was a decision that was made by the producers. I wanted one desperately, and I guess they didn't see the script changing. It wasn't like Paulette ever had a song and they took it out. She never had one. So we tried desperately to get a song for Paulette, and I know Pat Birch really, really tried to figure out what that would be. But it didn't work out.

MCDONALD: Filming in a real bowling alley was cacophony. The sound was reverberating. That was the day that Michelle was wearing sunglasses because she had had a little spill off her deck and had a black eye.

PFEIFFER: I was in Northern California on a weekend, and I fell off a dock in San Francisco and split my eye open. I went to work on Monday and we put sunglasses on. Fortunately, I had bangs and my bangs might have become a little more, uh, distinctive after that. It healed pretty quickly though. It didn't really interrupt shooting.

LUFT: I had these very, very long nails. When it got to the bowling alley scene, I thought, "I can't do this." I ad-libbed that line [about not putting my nails in the bowling ball]. Pat Birch fell on the floor. That whole scene where I roll the bowling ball down the lane, that was never scripted. I did that myself. Because those gold pants were so tight, and I thought, "I can't move in these." But I really did [get a strike].

ZMED: Bowling alleys are not meant to be danced on. We found that out very early. When Pat was choreographing it, we probably had about four or five broken and sprained ankles. A few people fell into the gutters doing turns and all that. We didn't even get close to the gutters after a few days of rehearsal because we knew that it would be disastrous. It was like dominoes during rehearsal. Somebody would be spinning and fall into somebody else's alley, and then it'd domino across 20 alleys and knock people down. It took a lot longer to shoot that entire number than it did all the other numbers because it was so precarious.

ADLON: They had balls for us. I had a pink ball and a black ball that they engraved with Dolores. Later, somebody stole both of my balls, which really pissed me off.

ZMED: I do a knee slide down the bowling alley, and I had to hit a mark because I slid straight into the camera. I threw the ball and ran halfway down the alley and then slid for another third of the alley. I did that knee slide about 50 times. I couldn't walk for a while. And then right after I do the knee slide in one of the takes, I flipped around because Lorna starts singing and I look at her singing at me, and then I'm starting to scissor on my knees towards Lorna. Let me put it this way — I spent the pandemic getting two knee replacements, and Grease 2 did it to me.

Pamela Adlon in 'Grease 2'
Pamela Adlon in 'Grease 2'

Paramount We're gonna score tonight...

After their fight (and their musical number), Stephanie tells Johnny she can kiss anyone she wants when she wants, immediately planting one on Michael as he comes in the door. Michael isn't welcomed among the T-Birds, but he hits it off with Paulette's kid sister, Dolores, who takes a liking to Michael when he tells her she can think of their time together as a date.

CAULFIELD: Suddenly I burst through the doors, and she landed one right on the smacker. It was gratefully received. [Laughs]

ADLON: In my final audition, I looked Maxwell up and down — like head to toe — and did the slow crawl over his entire body with my eyes. And he was dying laughing. We had a very special connection. He was married to Nanny from Nanny and the Professor, so I was completely f---ing obsessed with the fact that he was married to Juliet Mills.

CAULFIELD: She was perfect casting, such a spunky little girl.

ADLON: When I moved to California, I was obsessed with getting a skateboard because the Beach Boys skateboard in "Surfin' USA." All I wanted was a skateboard, and I got one. I got a hard plastic banana-yellow little kickboard, and it was the greatest. But I wasn't really showing off the skills. Let's be real. In that scene where Maxwell and I are walking away, I'm barely moving the skateboard.

LUFT: Pamela was 14 years old, but she was really 35 years old. We all knew how old she was, but she was a riot. She was so funny and so sweet and so delightful. I'm so humbled by her work now and who she has become. I'm honored that I got to be in probably one of her first roles.

ADLON: Her mother is like Jesus to me. [Laughs] I couldn't believe that I was playing Lorna's kid sister. I was the only kid in the movie, so my experience was totally different because I would have to leave.

The T-Birds in 'Grease 2': Johnny (Adrian Zmed), DiMucci (Peter Frechette), Goose (Christopher McDonald), and Davey (Leif Green)
The T-Birds in 'Grease 2': Johnny (Adrian Zmed), DiMucci (Peter Frechette), Goose (Christopher McDonald), and Davey (Leif Green)

Everett Collection The T-Birds: Johnny (Adrian Zmed), DiMucci (Peter Frechette), Goose (Christopher McDonald), and Davey (Leif Green)

As Johnny and Goose walk down the hallway at Rydell High, Johnny smokes a cigarette. But when they get caught out of class by Principal McGee, Johnny hides the cigarette inside his mouth, unable to speak. Then, he accidentally swallows it.

ZMED: The writer who wrote Grease 2, that was a bit that he used to do in high school, and he said, "I have got to have this bit in the movie to pay homage to this thing that I always used to do in high school." So he basically had me working on it from day one. He showed me the trick and how he does it and everything, and I started practicing it every single day until I got it down. But in terms of it being in the mouth, the amount of time, he never, ever did it for that long. And I actually didn't do it for that long.

MCDONALD: I tried it myself and burnt myself and said, "Not again, I'm not going to do it."

ZMED: What happened was when you see me take a puff on the cigarette, which is still in my lips, then Eve Arden, the principal, walks past me and the close-up is on me. As she passes me, I flip the cigarette in my mouth, and then she turns and says, "Mr. Nogarelli." And then I turn around, and the camera's on my back. So, I simply took a big puff and didn't have a cigarette in my mouth, and then turned back around and it looked like I had a cigarette in my mouth. So that when she leaves us, the smoke was coming through my nose. Then I act like I swallowed the cigarette when Goose hits me on the back. You create a little cave in there, is what you do, and don't let that cigarette touch any other part of your mouth. I burned the roof of my mouth many times by doing it, and my tongue. But I had it down. I could have probably done the entire scene with it in my mouth, but it would've been too distracting for me to act.

Michelle Pfeiffer in 'Grease 2'
Michelle Pfeiffer in 'Grease 2'

Everett Collection Stephanie (Michelle Pfeiffer) wants a cool rider

While playing the piano for the auditions for the school talent show, Michael admires Stephanie from afar. He decides to ask her out, and she turns him down. Then, she sings "Cool Rider," describing her dream guy.

CAULFIELD: That's not me playing. If you look carefully, I look like a pianist in an old Western saloon bar.

PFEIFFER: It was a little like one of those scenes that on the page is a little cringey. Like, "Oh, really? You want me to get up and gyrate on the top of this ginormous ladder?" But I thought, well, look, if Pat trusted me enough to take on this role, knowing my deficits, I certainly can go with what she's giving me to do. And I did, and it was a lot of fun. It was a series of opportunities to let go of my inhibitions and exercise trust.

MCDONALD: One day we had off was when Michelle was doing her "I want a Cool Rider" thing sitting on top of that ladder, and Leif Green [who played Davey] and I came to work. We basically were standing in the background just to watch her do her thing because she was luminous. Absolutely radiantly beautiful, cool, and funny. She played her so, so spot on.

The class sings 'Reproduction' in 'Grease 2'
The class sings 'Reproduction' in 'Grease 2'

Everett Collection The class gets frisky singing 'Reproduction' in 'Grease 2'

Mr. Stuart (Tab Hunter) is a new teacher at Rydell, but he valiantly tries to impart knowledge to his class despite their lack of interest. During one biology lesson, he attempts to teach them about the reproductive systems of plants, which becomes the song "Reproduction," and bursts into a riot of double entendres.

LUFT: I loved Tab Hunter. We remained very good friends and he was an extraordinary guy and he was so talented and so honest and so generous and funny and dear and sweet.

MCDONALD: I totally pulled [dancing like a sperm] out of thin air, and Pat laughed really hard, and she said, "We gotta do that." By the second or third take, girls were opening up their arms, like, "Come this way" and I would dive through. Pat supported improv and allowed us to go out there and do crazy stuff like that.

ZMED: A lot of people hooked up that week. We all got so horny. [Laughs] It was so much fun doing that number. There were times where we had to do 20, 30 takes of something because it was so silly and so funny. It was a blast. Tab Hunter was an amazing guy. And, like I said, we really got horny.

MCDONALD: Hmmm, frisky's a good way to put it. That's a nice Grease 2 safe way to put it. Frisky. There were a lot of hormones flying around. That was one particularly fun moment because watch where the hands went on that number. Oh my God, watch Peter Frechette.

Maxwell Caulfield as Michael Carrington in 'Grease 2'
Maxwell Caulfield as Michael Carrington in 'Grease 2'

Everett Collection Michael Carrington (Maxwell Caulfield) becomes the Cool Rider

After earning money writing school papers for all the T-Birds, Michael saves up enough to buy his own very cheap motorcycle. He then sets about assembling it and learning to ride. He practices in a local park where Frenchy finds him continually falling off the bike.

CAULFIELD: I had ridden bikes in London before I came over. I was comfortable on two wheels. I wasn't going to try and do what Tom Cruise does and do my own stunts. I'd be crazy to because it could have jeopardized the whole movie. But doing the stuff in the park and pulling up at the gas station and turning it on a dime at the bowling alley when the Cool Rider first makes his appearance, that was me. But then as far as leaping over or riding up onto the roof of the cop car, or flying over the swimming pool at the luau, or taking Michelle Pfeiffer for a wheelie — no.

CONN: What was the real carrot that they hung in front of me was that I would have my own number in Grease 2, like I had in Grease with "Beauty School Dropout." We filmed this wonderful number where I'm teaching Maxwell how to be a Cool Rider. I was all over this picnic table and showing him all these cool moves. I never saw it, never heard anything about it. To this day, I don't know if there was film in the camera.

After a failed attempt at intimidating rival gang the Cycle Lords, the T-Birds and the Pink Ladies watch in awe as a mysterious lone rider defeats them. In the aftermath, the Cool Rider approaches Stephanie and offers her a light for her cigarette. Then, he disappears into the night after jumping over a cop car.

CAULFIELD: I thought he should have a slightly deeper register of voice, so she wouldn't recognize him. I thought he should sound American because Michael knew she wasn't turned on by the Brit thing — even though American girls love guys with British accents. [Laughs] But I came up with that voice, and I also made him more mature because she obviously wanted a man. She didn't want a boy. So I tried to make him more macho, shall we say.

PFEIFFER: I remember that was a lot of fun to shoot. Did it feel silly? No, it felt romantic.

The Pink Ladies admire the mysterious Cool Rider in 'Grease 2'
The Pink Ladies admire the mysterious Cool Rider in 'Grease 2'

Everett Collection The Pink Ladies admire the mysterious Cool Rider in 'Grease 2'

CAULFIELD: Black leather never fails to work. In the second act of the Off Broadway play [where the Grease 2 producers discovered me], I spent the whole of it wearing black leather trousers and tight-fitting white T-shirts. I was walking around in a tank top and black leather jeans and motorcycle boots. It endeared me to the theatergoers of the West Village of New York, and apparently the producers of Grease 2 as well.

LUFT: It was so freaking cold that night. I wasn't really focused on Maxwell. All I cared about was where the heated jackets were. They kept shoving ice cubes in our mouths because they didn't want our breath to show. So, I didn't pay attention. He could have been driving that motorcycle naked and I couldn't have cared less because I was so cold.

Stephanie works at a gas station, pumping gas and doing mechanic work. One afternoon, the Cool Rider surprises her there, wearing a full leather suit with no shirt underneath. She is immediately entranced by him, hops on his bike, and goes off on a romantic joy ride that includes her moving herself to straddle him while he's driving and a kiss at sunset.

CAULFIELD: Our costume designer [Robert De Mora] had a very camp sense and he knew what would work. It's the suggestion that next to the leather, there was nothing but skin.

PFEIFFER: I'm embarrassed to say yes, that was me [doing that move on the motorcycle]. Looking back on that, it's shocking to me that they allowed me to do that. That was not wise. [Laughs] But I did a lot of things that were not wise. Like when I put the bird in my mouth on Batman, I really put that bird in my mouth. Like, ewwww. I don't know why I was not afraid on the motorcycle. I was pretty crazy when I was younger.

Stephanie (Michelle Pfeiffer) finds comfort in the arms of her Cool Rider (Maxwell Caulfield)in 'Grease 2'
Stephanie (Michelle Pfeiffer) finds comfort in the arms of her Cool Rider (Maxwell Caulfield)in 'Grease 2'

Everett Collection Stephanie (Michelle Pfeiffer) finds comfort in the arms of her Cool Rider (Maxwell Caulfield)in 'Grease 2'

Stephanie's romantic interlude is interrupted by the sudden arrival of the T-Birds on their motorcycles and the rest of the Pink Ladies. Paulette complains that Johnny is never jealous over her the way he is with Stephanie, and her skirt is blown upwards by an air pump.

MCDONALD: They gave us time to ride motorcycles. I've been riding motorcycles in upstate New York since I was probably about 11. But they'd say, "Okay, T-birds, go out there and get your practice time in on your motorcycle." I was riding up and down the hallway of the abandoned school that we were working in.

ZMED: I'd never been on a motorcycle in my entire life before that. They taught me to ride motorcycles during it, and I fell off of the damn thing seven times. I did so many stupid things on the motorcycle. They literally locked up the keys so that I wouldn't get on the motorcycle at lunchtime. I tried to pop wheelies, and I was not capable of popping a wheelie. It's like with an actor when they ask, "Can you ride a horse?"And you just say, "Yes." And you've never ridden a horse. "Can you ride a motorcycle?" "Absolutely." I did a crash course before I got to the set, but then I got carried away like a kid and did stupid things. I used to drive through scenes on the motorcycle on the second floor.

LUFT: That bit with the air pump was my idea. I looked at that outfit and I said to Pat, "You know, it would be really funny if she stepped on something as she was leaving and we did The Seven Year Itch." But, of course, with Paulette, it never goes right. Pat said, "That's really funny. We'll get an air hose." It gave the humor back to her, having the scene of her being angry and jealous. It put the humor back into who she is because it never goes right because she's trying to be somebody she isn't.

As the guys leave the gas station on their bikes, they begin to sing "Prowlin'" about walking and talking like a T-Bird, which becomes their song at the school talent show.

ZMED: We were behind in shooting, and "Prowlin'" was in the last week or so of shooting. The way we did all the numbers is that we recorded [the song], and then we went and did [the scene]. So, we didn't record the entire album before we started the movie. We recorded the album while we were making the movie. We recorded it maybe a week before we had to shoot it for the talent show. They were never going to show it in its entirety in the talent show. They were going to show the end of it and then use bits and pieces of it. But when we recorded it, they realized that it was one of the best songs in the show. So we literally shot that in an evening and a day. We started the song at the gas station, and then the last half of the song we did in the auditorium as if we were rehearsing. We literally did not sleep for about a 24-hour period. Pat gave us the basics of what she wanted, and me and the T-Birds put it all together. Because she was busy trying to figure out all of the technicalities and the logistics of doing it.

After Johnny sees Stephanie and Michael studying together and eating burgers at the local diner, he declares them officially over and demands that she return her Pink Lady jacket.

ZMED: I think Johnny was still in love with Stephanie. I held onto the fact that I felt we were going to be together until the scene at the diner where I say "Leave your Pink Lady jacket on your way out." That's the point in the movie where I said, it's time for me to move on. Of course, it came out more in anger rather than in me showing that I'm sad. I punched the wall, and Chris McDonald tried to mimic Johnny all the time. So he punched the wall, but his hand was killing him when he did it.

MCDONALD: Well, Goose is second in command. So I thought, "Well, if Johnny does that, I'll do that too. Oh no, that really hurts!" [Laughs] So I played that. They laughed. They thought it was cool. Pat gave us the freedom to do that kind of stuff.

ZMED: From that moment on in the picture, I decided that Paulette was my girl.

It's time for the school talent show at last. Johnny is finally jealous over Paulette because of the skimpy corset she is wearing to sing "A Girl for All Seasons" and represent summer. She also sports a massive headdress. Stephanie, dressed as a Christmas tree, represents winter.

LUFT: The corset was amazing. I did feel a bit like Vivien Leigh in Gone With the Wind when she says, "Keep pulling!" All I remember is that it was unbelievably uncomfortable. I couldn't take it off for lunch because if I ate lunch, I couldn't get back in it. I nibbled at things in the corset on the set.

PFEIFFER: I thought, "How am I going to wear this thing?" It was the most ridiculous thing I'd ever seen, but hilarious. I don't think I appreciated it at the time, how genius it was. But it was terribly uncomfortable to wear, as you can imagine just by looking at it. It was very stiff and poke-y and I couldn't sit down or really do much of anything. Still, I wish I'd kept it.

LUFT: The headpiece was almost like Lucille Ball. It was way over the top, and it was a balancing act. It wasn't that heavy, but it didn't start out that big. It became that big and the bigger it got, the funnier I thought it was. But Paulette was my tribute to female comedians. I modeled Paulette around Judy Holiday and Carole Lombard.

grease 2
grease 2

Paramount/Kobal/Shutterstock Maxwell Caulfield in 'Grease 2.'

Stephanie can't focus during the song because only hours before she watched the T-Birds chase the Cool Rider over a cliff and she fears he's dead. While "A Girl for Seasons" is performed, she's stuck in her head, imagining a heavenly version of her Cool Rider. They sing "(Love Will) Turn Back the Hands of Time."

CAULFIELD: When it came to the biker heaven sequence, they wanted me to wear the helmet. They wanted to retain the mystery. "It's like suddenly seeing Zorro without his mask." But a helmet is not very sexy. It makes him look like a spaceman. And the audience knows who the Cool Rider is. I said, "Let me wear the goggles. I'll just wear the goggles." They said, "Nope, you gotta wear the helmet." And I said, "Oh, come on"

PFEIFFER: I have a memory of feeling pretty silly. Not really knowing exactly what to do here.

CAULFIELD: What felt silly was wearing the goddamn helmet. I was struggling, frankly, being able to see where I was and not fall off of the stack of motorcycles.

Stephanie and Johnny are named the winners of the talent contest, making them the king and queen of the graduation luau. The "Rock-a-Hulu" luau is an extravagant affair with a dance number, grass skirts, and a giant pool surrounded by tiki torches. Stephanie and Johnny are carried on a barge into the middle of the pool as the king and queen.

CONN: They wanted me to be in the finale, but I was doing this series. When you're doing a series, , every day it changes and then you film them on Friday with a live audience, so you can't take time off. I was at a rehearsal, but then I couldn't do it.

McDONALD: It was probably about a week of night shooting.

LUFT: Oh my god. It was insane. We were so cold. At one point, it had frosted over and they had to get these machines to make it look like it was a summer night. We were all dressed in practically nothing.

PFEIFFER:: It was freezing and we were all, of course, in luau clothes. I remember just being really, really cold.

ZMED: You have no idea how cold it was. It was January. It was like four o'clock in the morning. When all of the guys are carrying us into the pool on the barge, it was probably between 30 and 40 degrees. If you look at their faces on a big screen, if you look at Matt Lattanzi [who played Brad], he's absolutely shivering. It's as if he's literally walking into the Arctic.

LUFT: His shoulders go almost up to his ear lobes. Because that water was not heated. And Olivia Newton John was seeing Matt at the time, so she was around the set. It was so nice whenever she came to visit because it was like having your older sister there.

McDONALD: With the cold, the T-birds had it covered with the leather jackets. But my heart went out to the poor girls that were not.

ADLON: I did miss out on being in some stuff because I was a minor. Pat would be like, "Where's Pamela?" And the crew is like, "It's 2:30 in the morning, we had to let her go."

ZMED: That was really a fun time for Michelle and I because we were stuck on that barge in the middle of the pool for hours and hours and hours. We joked around a lot. That stuff in the boat, when I dropped a cigarette, that was an accident. She comes back at me and I said, "I'm trying to be cool here." But I just dropped my cigarette and I burned myself. That's when I lose it and start screaming at her and she's screaming at me. We finally get to the edge, and she gets up and out of the thing. I tried to get up in such a violent way that I fell back down, which actually happened because it was wet. There was a lot of ad-libbing there.

Michael (Maxwell Caulfield) and Stephanie (Michelle Pfeiffer) reunite in 'Grease 2'
Michael (Maxwell Caulfield) and Stephanie (Michelle Pfeiffer) reunite in 'Grease 2'

Everett Collection Michael (Maxwell Caulfield) and Stephanie (Michelle Pfeiffer) reunite and his secret identity is revealed

The luau is interrupted by the Cycle Lords, but the Cool Rider swoops in to single-handedly save the day (and prove that he did not perish at the construction site drop-off). After jumping over the pool on his bike, he reveals his identity. The T-Birds, impressed by his moves, offer him a jacket and a place in their gang. Stephanie is reunited with her love, and they kiss. Dolores tells Michael they can't date anymore because she's with Davey now.

ZMED: It was nice to get to that point where my character had an arc. You suddenly see that Johnny's a good guy. That's what I was trying to build with that vulnerability constantly. I love the fact that I'm the one who says, "Gimme me the T-Bird jacket," and we give him the opportunity to finally be a T-Bird.

CAULFIELD: It felt like being anointed, like suddenly you were being told you were cool.

LUFT: The part where the jacket hits me in the face was not scripted. But Pat Birch thought that was so great and she kept that in. I did everything but not burst out laughing. It was such a shock to me that he hit me in the face unintentionally, but then I started to laugh.

ADLON: Maxwell was the best. He whispered in my ear at the end of the movie, and what he said is a secret that I'll keep with me forever.

All now happily paired off, the cast sings "We'll Be Together," dancing and singing as they mug for the camera and then continue to sing through their graduation ceremony. During the end credits, each couple jumps in the air and takes a freeze-frame yearbook photo.

LUFT:  It was an homage to "We Go Together." We all were aware of not wanting to be compared and being ourselves, but with this moment, we wanted to say thank you to the people who paved the way for us. I talked to Didi Conn about that. We knew how big and how loved the first film was, and what we didn't want to do is to comment on it or make fun. We wanted it to be a real set piece for years later.

The cast of 'Grease 2' sings their final number 'We'll Be Together'
The cast of 'Grease 2' sings their final number 'We'll Be Together'

Everett Collection The cast of 'Grease 2' sings their final number 'We'll Be Together'

ADLON: I couldn't finish shooting the movie because I got into a head-on collision as a passenger.  I was going to jump with the other couples — with Leif Green, who played Davey — but it's just Leif by himself. I don't jump because I was laid up in bed. But there was this mannequin leg that I would walk around the set with and kick it like it was my leg. So, everybody signed the mannequin leg and sent it to me as a get-well present.

ZMED: You don't ever get to put a character that you've done on Broadway on film. Very, very few people ever have that chance. I had an opportunity to put my Danny Zuko on film.

Grease 2 was expected to be a hit when it was released on June 11, 1982. But it was critically panned and it came in fifth at the box office during its opening week behind two other new releases and box office holdovers Rocky III and Poltergeist. But over the years, it's been re-evaluated and has a passionate contingent of vocal fans. It's now widely considered a cult classic.

LUFT: That weekend that Grease 2 came out — and this is after producers Allan Carr and Robert Stigwood had kept on about what a big weekend it was going to be — the other movies that opened that weekend were E.T: The Extra-Terrestrial and Star Trek II: The Wrath of Khan.

CAULFIELD:  Paramount was just greedy. They wanted to be one of the first out of the gate, and they didn't check to see how test screenings were going on the other side of town. They might have realized it wasn't a good idea to go up against E.T.

PFEIFFER: I was very uncomfortable because there was a tremendous amount of hype around it. And both Maxwell and I were both unknowns. There was a lot of marketing that was centered around us. I remember there was this one ad that was like, "Too hot." And I thought, "Oh my God, this is so awkward. What if people don't think I'm hot? I'm being shoved down people's throats." I do remember feeling a lot of pressure on our shoulders for this to succeed. Because the first one was so beloved. It was a really tough act to follow.

MCDONALD: At the time, it didn't perform well. But who could perform with the biggest movie musical? Expectations were probably too high because the first one did a ridiculous amount of business. But over the years, people have seen how it's such a different take. It wasn't the boy's point of view. It was the girl's point of view. Girls really responded to this movie. To this day, they came up to me, and they say how much they absolutely loved it and ask me to sing "Where does the pollen go?" And then they scream.

CAULFIELD: Fortunately, over time, it has been reappraised and people realize it's actually not just a cheap knockoff, it's a really fun film. I guarantee they're doing a new series partly because of the cult standing of Grease 2.

ADLON: It got so panned critically that [some] felt embarrassed to be in Grease 2. But I just felt really proud to be a part of it. And then all of a sudden, the sun came out and everybody's like, "We love Grease 2!"

LUFT: The one thing that I wanted more than anything from the movie was my Pink Lady jacket. We all got word from Paramount that we were not allowed to take any of the costumes. And they said, "We didn't give it to the first group. We're not giving it to you." Years later, they had an auction at Paramount and they auctioned off all of the Pink Lady jackets. Then, about six years ago, I was doing the Broadway tour of the show White Christmas, and the stage manager came to my dressing room and said, "Lorna, there's someone here and she has something for you and I think you're going to want to see her." I left my dressing room and I went to the stage door and she said, "Hi, I bought your jacket at the Paramount auction, and it's time for it to go home."

The Pink Ladies of 'Grease 2'
The Pink Ladies of 'Grease 2'

Everett Collection The Pink Ladies of 'Grease 2'

PFEIFFER: I still have my jacket and I still have the Pink Lady bowling ball and the bowling bag.

ZMED: The video generation, that's where Grease 2 was really discovered and has actually become a cult classic.

LUFT: I think it's because of cable television and because of streaming and all of that — it found its home.

PFEIFFER: The movie is a lot of fun and it targets a very specific kind of audience. I am a little surprised that it has this cult following now. But it's really cool. I guess maybe everything that goes around comes around. With a little distance, people are a little more kind and forgiving.

CONN: It was just a matter of time for people to see it for its own unique and delicious self. And not keep comparing. I always say that you can't compare them, they're just too different.

MCDONALD:  You know those midnight screenings when they do the Rocky Horror Picture Show, they have them for Grease 2 now and have people come in. I was invited to one and oh my God, it's amazing. I don't know if you've ever been to a Rocky Horror Picture Show midnight showing, but it was just like that. Everybody was saying all the lines and singing all the words.

ZMED: I feel blessed and grateful. It's really quite a phenomenon. Even today, there are little kids who are 5 or 6 years old that I run into with their parents, and they come up to me and the parents say, "My little girl watches Grease 2 20 times a day," or whatever. I'm absolutely blown away. And I always apologize to the parents saying, "I'm sorry that they torture you with these characters." But secretly, I love it.

LUFT: I will always be a Pink Lady. There are so few people that have the identification of being Pink Ladies and T-Birds. I'm grateful that it did find its legs and find its home. And now they're doing the TV show, so the circle goes on.

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