This is terribly unsettling, which Michael Learned understands.

Her hair is loose and her bluejeans are tight and she is barefoot, with her toenails painted. She tells funny stories. She drops profanities. She smokes a lot of cigarettes. The mud-colored cat named Tigger nuzzles her neck and as the photographer leans in for this charming shot, Learned sticks out her tongue and cries, "I hate this cat. This cat is repulsive."

She lives in a wonderful tree-shrouded house that rambles up the side of a hill -- "like a little rabbit warren," she says -- with five dogs and three cats (most of whom she likes considerably more than Tigger), her three sons and the actor/writer who has been her steady companion for two years.

She does not look at all like John-Boy's mama not like a lady who tastes liquor only on her 25th wedding anniversary, helps sew her children's clothes while afficted with polio and bakes applesauce cake all the time for her adoring, huge, poverty-stricken, but noble-in-the-face-of-adversity family.

On this rainy afternoon in the Hollywood Hills less than a month after her last working day as Mrs. Olivia Walton, Michael Learned is curled up on her living room couch talking about how it feels to shrug off, as she will tonight on "The Waltons," the cloak of motherhood under whose guise she has entered millions of living rooms each week.

"I can't even believe I did this because I don't talk this way," Learned says, "but somebody came up to me at a party and said, 'Oh, where's your beautiful long hair?' and I said, 'Under my arms.'" She looks torn between glee and remorse. "Set him right back on his heels. He almost cried." She has been an actress her entire working life and understands illusion -- nourishes it, depends on it -- so she tries when she meets people not to shatter the whole thing right away. But Learned has been climbing in and out of that patient Virginia lady's life since the spring of 1972, and "there are times," she says, "when I just want her to get off my back."

Olivia is leaving Walton's Mountain, hustled off with tuberculosis to an Arizona sanatorium while her family somehow forges a path between unbearable grief and unbearable stoicism. The filming of the episode was in fact Learned's last work with the Waltons cast, her contract having expired in December, and there was such genuine distress in the big television studio where the show is produced -- "bunch of hardened criminals weeping," as the program's creator Earl Hamner puts it -- that Learned is a little concerned about how her final episode will look.

"I was crying on and off camera," she says. "I finally got worried -- I checked with the director. I said, 'You know, she's only going to a sanatorium. Maybe what we're playing is Michael Learned leaving the Waltons rather than Olivia.'"

It is awful to contemplate, especially for the diehard Waltons fans who sneak their television sets out of the closets on Thursday nights when no one else is home and start crying the minute the music comes up, but the real Walton's Mountain is not in Virginia.

Virginia is the birthplace of Earl Hamner, whose uplifting childhood memories inspired this whole series and brought such fame to the wood frame house where his mother still lives that the V.I.P. Tour Company of Charlottesville will for $8 per adult drive you right up to the unfortunate Mrs. Hamner's front door.

But Walton's Mountain, it must be said, is in Burbank, Calif., and rises up behind the not entirely rural intersection of Barham and Hollywood West.

There on a stage set that looks more like a rummage sale in an airplane hangar than the plain Virginia house you figure always smells of biscuits and coffee, Michael Learned spent the last seven years playing earth mother to America. If Walton's Mountain reached mythic proportions as the honeyed-up memory of a childhood most people never had, there were those for whom the essence of the myth was Olivia Walton, grandhearted country woman, keeper of the hearth.

"I've had marriage proposals," Learned says, looking dismayed. "I've had proposals for the girls -- people saying, 'I'll be waiting at the bus at 3 o'clock when you and Mary Ellen come and I'll give her a good home and these are my credentials'... letters from young girls, saying, 'I wish I had a mother like you'... I used to get telephone calls, if I was doing a telethon or something; mothers would be weeping and saying, 'please, talk to my little daughter, because she wants us to be like the Waltons, and nobody can be that perfect...'"

This was not precisely the role Learned -- or anybody at CBS, for that matter -- had in mind. In 1971, when Earl Hamner and company held auditions for an unlikely sounding television series based on the Emmy award winning movie for TV called "The Homecoming," Learned was a 33-year-old Connecticut-born stage actress who happened to drop in for a screen test on the day they were supposed to start shooting. She had just completed a critically-acclaimed fifth season with the San Francisco based American Conservatory Theater, had divorced her husband of 16 years (also an ACT actor), and was so panic-edged and scared about the future that she used to sit home watching the Brady Bunch, as she remembers it, "and thinking, 'God, I wish I could solve my problems like that -- what's wrong with me?'"

The screen test was Learned's first confrontation with television cameras, although she had been stage acting since she was 12 years old (her first role, at an English boarding school, was as the witch Hecate in Shake-speare's Macbeth), and she was sure she had failed it. Hamner took one look at the test and knew he had found Mrs. Walton.

"The work was just stunning the moment you saw it -- her warmth, her beauty," he says.

The first of the Walton programs was plunked precipitously into a slapstick-and-headbashing evening slot -- Flip Wilson on one side and The Mod Squad on the other -- where the show earned effusive praise from the critics but not much else. It took an extraordinary publicity effort by CBS officials, who ran full page newspaper ad headlines, "This Program Is So Beautiful It Has To Die," before curious viewers began pulling the Waltons into the multiple award-winning, number two ranked television slot it occupied until fall 1975.

Hamner, incidentally, when asked if he got called Earl-Boy, snorts and says, "No, thank God."

Learned (the first name just happened to be one her parents liked, she says) worked over the years at putting a few gentle creases into the Olivia Walton role. "Just things like scrubbing the floor and saying --" she grits her teeth and her face goes mean -- "I hate washing this floor." Hamner remembers being pressed by Learned to let Olivia bellyache a little. "My God, can't she say 'damn' once in a while?" he says Learned asked him. And some of the less upbeat scripts, including Olivia's miscarriage and her traumatic collision with menopause, have been based on Learned's own story ideas.

It is suggested -- and Learned, who has won three Emmys for best dramatic actress since the series began, partially agrees -- that the Waltons live in a world where evil always recedes at the forced commercial break. The malicious are enlightened and the wayward guided home; the black Virginia woman who can't get a job hits her employer with a fiery speech about racism and is promptly hired; Olivia Walton's polio stops crippling her on the very morning the crocuses come up.

Learned laughs out loud at that. "Listen, you should have heard what it was originally like!" Breathlessly, imitating someone's description of the first polio scrip: "'She wants to get to the Easter Sunrise service but she can't go and she won't go in the wheelchair but she can't walk so finally they wheeled her in the wheelchair just as the sun is rising and the townspeople are singing the Hallelujah Chorus and she rises out of her wheelchair --' and I said 'Oh, no!'" She breaks up again. "His face fell."

But they have tried to take on human problems, she says. "You can't have a show every week where somebody dies or gets incurable cancer... You can't have Mary Ellen get on drugs and not get off, because ultimately she will die, and then it becomes something that isn't the Waltons. It becomes The Brighter Day, or some of these soap operas, and that's not what people watch the Waltons for."

Learned's next project is a traveling production of "Dear Liar," the Jerome Kilty play about the relationship between George Bernard Shaw and the actress Mrs. Patrick Campbell. She has already begun preparing the Mrs. Campbell role -- "just reading everything I can get my hands on... then reading the play over and over a page or a paragraph at a time" -- and on March 2 the show will go on a cross-cou try tour. "It's going to be one of those one-night-stand deals," Learned says, "where we drive for 300 miles and play at night and take a master class with students the next day and then get in the car and drive to the next place."

It is a long way from Walton's Mountain, as John-Boy might say, but then John-Boy (who since 1971 has lost his virginity, headed off for the wilds of New York to work for the Associated Press, and finally moved to London to write war-time dispatches for the Stars and Stripes) would probably understand. A person's got to do what a person's got to do. Learned is as choked up as anybody about her own departure -- she really does love that family, she says; she and Ralph Waite have become such good friends that she says they sometimes get a little embarrassed doing their love scenes -- but she does not love quite so much the entire days spent weeping on cue, or climbing up and down the same flight of stairs, or shredding lettuce. She once shredded lettuce so many times that on the umpteenth take she picked up all those little shreds and tossed them into the Walton's Mountain air.

"On a television thing it's so minute, the moments are so minute," she says. "It's stop and start, stop and start. In a scene where there's any real emotion, it's very hard to dredge that up and then be stopped and then wait for half an hour and then dredge it up again."

So she is packing it in at least for a while, although she was offered a television series of her own, and the letters have been arriving since the first announcement of her departure -- good luck from well-wishers, thank you notes for Olivia's years of stead fast mothering and a few wails of despair, including one flurry of 15 outraged messages from somebody who told Learned he was so mad about her leaving that he was going to sue and enclosed a few signed petitions to make his point.

"It wasn't even flattering," Learned said. But she smiles anyway. She likes herself a lot better than she did when she used to watch situation comedies and wonder what was wrong with her. "What was wrong with me," Learned says, "was that I was comparing my life to a television show.