“This is what’s known as running lines,” Jane Fonda says brightly, flipping through the script on her lap. On the couch opposite in a corner of the set, Fonda’s longtime friend Lily Tomlin reads aloud from her own pages. Tomlin and Fonda’s tiny dogs curl at their feet, wearing matching doggie sweaters, while the crew bustles around them, shoving furniture around and rolling up rugs for the next shot. Today, Arlene Sanford is directing, and the crew looks to be around 60% women–still a relatively unusual sight on a set.

We’re on the Paramount lot shooting Grace and Frankie, already into the third episode of Season 3, before the second season has even launched (it was released on 5/6). But working at this speed is situation-normal for the show, since it got its second season just two-and-a-half weeks after Season 1 went online, partly thanks to an enthusiastic tweet from Miley Cyrus.

Indeed, the premise—two septuagenarian women whose husbands (Martin Sheen and Sam Waterston) fall for each other, leaving the women to set up home together—might have seemed aimed at an older viewership, but has actually proven to appeal across the board.

Marta Kauffman, co-creator (with Howard J. Morris)—previously best known for Friends—says she had no idea what kind of reception to expect for Grace and Frankie. “We knew people would be intrigued with Jane and Lily, but you just never know if they’re going to love the show, and honestly first season, I didn’t either and it was very nerve-wracking. It was very scary. It was like, ‘Can we do this?’ But I think it’s hard not to connect with the idea of starting over. Everybody does it at every age. It’s part of why we wanted to do a show that was hopeful. You don’t want to say life stops or you have to accept what you’ve been handed.”

Tomlin looks over the script with Marta Kauffman.
Tomlin looks over the script with Marta Kauffman.
Netflix

Then, unexpectedly, Kauffman found herself in a situation where the show became especially poignant. “I’m going to tell you a weird story,” she says, sitting in her office on the lot. “Right before we started the second season, my husband suddenly left me, out of nowhere, after 30 years. I guess I’ll call it a midlife crisis. I didn’t realize until then how much of the first season was resonant. There were lines that we wrote in the first season that went through my head constantly as I was going through it, and then in the second season, I got to explore some of that, so personally it resonated with me very deeply.”

After lunch, in a trailer, squashed up next to Tomlin on a tiny settee, Fonda expands on the response the show has received. “I’ve had a lot of women—older women—come up to me and say, ‘You know I love your show, it’s given me hope,’ that kind of thing, because they’ve been through crises. We can survive; Frankie and Grace did. What’s so interesting, at least for me—and I think it’s taken everybody by surprise—is how popular it is among young women.”

“It’s not just that they like us because we’re like cute or something,” Tomlin adds, petting the ever-present dog on her lap. “You know they respond to the poignancy and the funny stuff too, but they just like it because it’s human and real, and it’s meaningful to them.” Fonda and Tomlin—who met on the movie 9 To 5 in 1980—seem to talk in this kind of sync with each other, finishing each other’s thoughts and comments.

Jane Fonda gets styled.
Jane Fonda gets styled.
Netflix

Back on set for the afternoon, the actresses’ ages seem irrelevant as they tirelessly go over and over a scene. Tomlin jumps up repeatedly to walk through the kitchen door until she decides her entrance is spot-on. Fonda taps away at a laptop while running through the various intonations of her comic dialogue. Grace and Frankie have a new business venture, so Fonda and Tomlin are shooting a scene where they discuss easy-open condoms for the older person over breakfast. It’s a hallmark of Kauffman’s approach to this show that no subject be taboo, and Netflix has been the perfect platform for this purpose, she says. “In the third season, there’s a lot of vibrator stuff in it. It’s not there because it’s shocking. It’s there because it’s real, and there comes a point where women stop thinking of themselves as sexual. It’s really cool to be able to go all the way and not use the word ‘showerhead’ instead of ‘vibrator’, or whatever it is. You couldn’t do that on network television. You can barely do it on a lot of cable TV shows.”

Production Designer Devorah Herbert took great care to reflect that up-front attitude when she created the beach house—Grace and Frankie’s shared home.

“You may have noticed there’s a big vagina sculpture on the coffee table in the beach house,” she says, “and a penis pot on the table next to the dining table. There’s this sort of light, airy, beach house that Grace has presumably decorated, and now Frankie is coming in and putting her penis pottery in the house. I think she’s challenging Grace to open up and to find her real self after this marriage that she’s been in for 20 years. I wanted it to feel really inviting; a safe and inviting place to grow as a character.”

Of the high proportion of women on the Grace and Frankie set, Herbert says, “It’s really been amazing. In other design jobs I’m used to being the only woman in the scout van, and having women in leadership roles is really exciting. I also feel very included on the creative team–more so than usual. I think that does have a lot to do with the fact that more than 50% of the department heads on this show—and the writers and the producers—are women. It shouldn’t be unusual, but it is, and it’s a really wonderful environment to work in.”

Production Designer Deborah Herbert's detailed sets
Production Designer Devorah Herbert’s detailed sets
Netflix

Kauffman, who directed the first episode of Season 3, is keen not to make a point of the gender balance on her team. “I don’t think it’s anything particularly surprising or unusual,” she says, “it’s just how it should be. “There are a lot of situations where male showrunners don’t like women leaving for children reasons, and you know, if I have a doctor’s appointment with my kid, Robbie [Tollin] can cover for me, or Hannah [K.S.] can cover for me. It’s the same thing with the writers we have in the room, and people on the crew; there’s an understanding. I also think that, more than having women on the set, we don’t allow intolerance on the set, and women have an equal voice to men. That’s just how it should be.”

But for Fonda, the prevalence of women on this set is huge. “My career started in the late ’50s and early ’60s,” she says. “Except for the script supervisor, you never saw women in any capacity. We have women directors, and there are women on the crew in all kinds of capacities, and you just don’t feel so lonely. I just remember this feeling of aloneness, like there was nobody to turn to. We see things differently, and so you just feel the corners are rounded.”

So how does Kauffman see the show moving forward? “Grace’s character, in the first season, was immediately, ‘I have to find a man,’” she says. “But where she goes in the second season is more, ‘I deserve love,’ and I think that’s something that not all 70-plus women think about.”

Fonda adds, “We find that, despite the fact that we’re so very different, Grace and Frankie, we need each other. It’s one of my favorite parts of the series because you always see women fighting, competing, bickering at each other. I love the fact that we also love each other and are becoming friends in Season 2, because you don’t see that very often in television or movies.”

There are, as with the first season, no shortage of very honest conversations, Fonda says. “At the end of Season 2, Grace has never used a vibrator before, and it makes her arthritis flare up because she uses it without stopping for two days. So in Season 3 we’re going to take care of business for older women, who people ignore. They’re just like, ‘When you get old you don’t need things like that anymore.’”

Watching Tomlin and Fonda hard at work, it’s the themes of reinvention and hope that hold strong. The word ‘older’ doesn’t immediately come to mind. Innovative? Yes. Hilarious, smart and talented? Definitely.