It's around 2 o'clock on Halloween morning, four hours outside of Cleveland on Interstate 80, and Sean Penn, who is behind the wheel of a rented Olds 88, is saying what he has been saying for days, weeks, years. "This is it," he says. "I'm not going to act in movies again." In Hollywood, which is the place where he has said this the most, it is understood less as an announcement of a retirement he never quite sticks to than as a frequently repeated existential declaration of his unhappiness with the movie business and the films it makes now. Jack Nicholson, a close friend of Penn's, says: "He won't quit. But let him whirl around, saying he's quitting. Sean is brilliant, but, of course, we know that's no solace for anybody'.  Warren Beatty, another close friend, says: "He's not going to give up acting. What Sean means is that he would like to give up the thought of making the brand of picture that opens big on a Friday night." Many in Hollywood also understand that Penn -who, for all his world-weariness, is only 38 - may be the best actor of his generation, and also the most influential, a role model for the likes of Matt Damon and Edward Norton. And for all his talk of quitting he has been very busy this year, with roles in two new movies - "Hurlyburly;" a dark drama about the male psyche, based on a play by David Rabe, and "The Thin Red Line," the much heralded return of the director Terrence Malick, whose last movie was "Days of Heaven," in 1978. Penn is also starring in a Woody Allen movie now being completed in and around New York, a period piece in which Penn plays a jazz guitarist. Penn, who has never played the guitar, learned the fingering for 30 songs in two months. "I have these nightmares," he says, lighting an American Spirit cigarette somewhere in Pennsylvania in the middle of the night. "I'm trying to play a solo and my fingers can't find the strings."
Penn drags on the cigarette, opening the window slightly so he can blow out the smoke. When Penn is bothered, his features seem to narrow - his bright blue eyes become small pin-points; his mouth sets in a clench. It's an expression he has often worn in his movies. From the guilty murderer on death row in "Dead Man Walking" to the corrupted son who betrays his vicious father in 'At Close Range," from the misfit, would be spy in "The Falcon and the Snowman" to the lovesick, half-crazy husband in "She'S So Lovely," Penn has made a career of playing complicated and, more important, unredeemed characters. He is, in all ways, the opposite of the Toms. Where Cruise and Hanks take only parts in which they are likable or heroic or both, Penn is attracted to darkness  men who are caught up in the sort of struggles that will never be resolved neatly or with a million-dollar smile. He likes to play messy guys, even if today's audience prefers a simpler approach, a happy ending. "Tom Cruise and Tom Hanks are a symptom, a sign of a demographic study," says one famed Hollywood actor, who would love to work with either. "They are giving the public what they want. And that's not bad. But Sean is a genius. He gets it in a different way. And I don't think it's important that they get him."
"The climate is always changing," says Nicholson, who is probably the only big box-office actor who can play an unrepentant jerk, as he did in 'As Good as It Gets,' and still be considered loveable. 'And, sure, there are always going to be limitations on the popularity of any theatrical event. But it comes in all shapes, and Sean knows that. My own sense is that these big melodramas, these action films, would have peaked with the conservative movement, but I was wrong about that. Sean gets discouraged, but all this will change. Just as fashion moves, the movies will move. And any worthwhile actor isn't thinking about melodramas anyway. They want to have a body of work."
In "Hurlyburly," Penn plays Eddie, a Hollywood casting director who is caught up in a frantic, losing battle with his demons. He can't focus for long on work or romance, but he is desperately trying to connect with someone, anyone, anything.
It's a mesmerizing performance, but it's not easy to watch.
"In 'Hurlyburly' and in all his work," says Kevin Spacey, who stars with Penn in the film, "Sean doesn't care about doing anything dishonest. If you're not concerned about maintaining an image, you can pursue roads that another actor might not take."
Both "Hurlyburly" and "The Thin Red Line," Malick's meditation on war set in the Pacific during the Battle of Guadalcanal, are ensemble pictures. Penn's part in "The Thin Red Line" is not as fully rounded as the one he has in "Hurlyburly," but even working with a script largely dictated by the visual (there is almost no spoken dialogue in the Malick film, just voiceovers), Penn managed to infuse his lines with depth. As Penn plays him, First Sgt. Edward Welsh is cynical, yet loyal to his men and to the Arrny. He is neither wholly heroic nor disenchanted. Typically; Penn evokes dozens of emotions at once: sadness, anger, anxiety; loss, humor. "That's the real game," Nicholson says. "That's what we're talking about when we're talking about acting. And that's why I'm taking a vacation."
But the real game is not the big game in Hollywood, as it was in the early 70's, when Nicholson became a star. Other than "Dead Man Walking," which was a critical and commercial success, Penn's films - "She's So Lovely" in particular - have not been popular. If he isn't going to have a big audience as an actor; Penn says, he'd rather write and direct and speak directly to a small audience, as he did with "The Indian Runner" (1991) and again when he directed Jack Nicholson in "The Crossing Guard" (1995). "I like Woody; but lam desperate to finish this project," Penn is saying now. He rolls up the car window. "You have to ask yourself, Are you stopping your life to do your work? You try really hard and the audience is so limited. That's a very disappointing thing. I'm talking about a whole career of feeling that the movies I cared most about, movies like 'At Close Range' and 'She's So Lovely,' were just not seen. So I would rather write and direct."
Penn, who is wearing faded jeans, beat-up tan and white cowboy boots, a gray sweater and an olive polo shirt, stares ahead at the highway;which is one long monotonous white line. We are driving to Cleveland for no other reason than Penn loves to drive. In a city like New York, where people don't drive, he gets restless. While shooting, he has been living in a rented apart-ment in midtown Manhattan, and he's lonely for his wife, Robin Wright Penn, and their two children, who are home in Mann County, north of San Francisco. Driving seems to help. "I grew up in a different kind of situation than Manhattan," Penn explained four hours earlier, when he pulled out of the Avis on West 54th Street. Penn grew up near the beach in Los Angeles and he started driving well before he had his license. "At home," he says, "my whole digestion of the morning happens in a car. Here, as Michael J. Fox said when we were filming Casualties of War' in Thailand, 'Never drive in a place where people believe in an afterlife.'""He's one part cowboy," says Madonna , whom Penn always refers to not by
name but as "my first wife." "Sean is a cowboy poet 'He is also a throwback to the sort of men - tough, thoughtful, somewhat dangerous, full of inchoate feeling  who haunt the songs of Bruce Springsteen and the writings of Charles Bukowski. Penn is romantic about America and the kind of questing spirit that finds solace driving fast on an open highway or crashing in a small-town motel room or drinking late in an all-night bar. He also seems to go out of his way to cultivate this image, perhaps to build fur himself a place he'd rather be than late-90's Hollywood.
"I just got my membership to the Elks Club," Penn says proudly as we push west-ward. "You drive into town and you can go into these lodges. The guys are in there every night because they're in the doghouse. Their wives throw them out, they go to the club, complain about their wives, stay home the next night, get thrown out again."
He smiles. He has crisscrossed the country 30 or so times, preferring driving to flying. "Ten days across the country is perfect," Penn explains. "But I've done it in three and a half d I once 
made time to the Grand Canyon and I had such a terrible headache I checked into motel and did headstands to try to get the bit flow to my brain."When he doesn't have the time to drive, an assistant will drive one of' his cars, for example, a '67 Chevy El Camino, to the movie location. "I drove that car to the set of 'U-Turn' in zona," Penn recalls. 'U-Turn,' which was directed by Oliver Stone, depressed Penn.
"You could have called 'U-Turn' 'Dr. Dolittle,' because being able to communicate with the director was like talking to a pig," Penn says. "A think that was my greatest accomplishment on that movie. For seven whole hellacious weeks, I was able to communicate with a pig. I asked myself many times, What the hell am I doing out here in the desert with Oliver Stone?"
Penn pauses. This is his point: Why act? He is dismayed by the marketplace, by director he has worked with and, while he is on the subject of dismay, by talented actors who, Penn have sold their talent on the cheap by appearing in sure-fire megablockbusters for the payday. People say that Penn could be making $6 million, $8 million a picture - not the money the Toms make, but big money - if he had constructed his career with that in mind. Instead, people in the industry believe, he worked for  scale - probably $150,000 - in making "Hurlyburly" and was  probably paid around $300,000 for "Thin Red Line."
"Nic Cage is no longer an actor;" he says.  "He could be again, but now he's more like a . . . performer." Penn lights another cigarette. "Don't get me wrong, I would like to get paid, but I don't know what you do with anything over $10 million. After that, it doesn’t make any sense to me.
Penn stares at the road. 'And at a certain point," he continues, "it's just, do you want be around the people? There's times when it's just excruciating." Of course, there are exceptions. While passing through Austin on one of his cross-country drives, Penn dropped in on Terrence Malick, a casual friend. 'I told him, point me in a direction, give me a dollar and I'll be there if you ever make another movie," Penn recalls. "I knew that he was a poet and if you don't support them, you don't deserve support back." Penn loved "Badlands" and 'Days of Heaven," and when Malick called to say he was coming out of retirement, Penn jumped: "I was fully committed even before I saw a script or knew which part I'd be playing."
Penn was pursued avidly by Anthony Drazan, the director of "Hurlyburly." "I was of the mind that they wouldn't get 'Hurlyburly' financed," Penn says, "so why say no? I wanted them to get it done, hut not with me in it. But Tony Drazan would call and call and I realized I was just fooling myself, that I was going to do it. If somebody cares that much, their belief is infectious."
But mostly Penn doesn't sense that passion, not in mainstream Hollywood now. "It's a bad time for acting," he says. "Movies break down into the expressive and the impressive. And the impressive has pretty well taken over the box office. The thing film actors of my generation are most afraid of is being found out to be a fraud. Even the ones that aren't frauds think they are. That's why so many people succumb to a mass embrace. It makes them feel protected against the anxiety that they may not have anything to share. Some of them do have something to share, but they've given it up."
He has quit before, many times before. I remember when I first heard that Penn was finished with acting. It was June 17, 1994, and Penn was in what then was his office in Malibu and O.J. Simpson was in the back of a white Bronco. Penn was watching the chase on TV He "as eating pizza and smoking cigarettes. "It's a horror," he said. "The best thing for everyone concerned is if we don't see O.J. again."
Penn had tacked every' frame of "The Crossing Guard," which he had written as well as di-rected, on his office walls. There were stills cascading down doorways, across halls, plastered like wallpaper on every available surface. "I can't see myself acting again," he told me. The year before, Penn's Malibu house had burned to the 'round. At this point, he was estranged from Robin Wright and living in a small trailer on his Malibu property.
Penn had done most of his growing up in Malibu. His mother, Eileen Ryan, is an actress she played his grandmother in ("At Close Range"), and his father, Leo Penn, who died in the fall, was a film and television director. Penn went to Santa Monica High School, where he met, surfed and hung out with Emilio Estevez and Charlie Sheen.
He began directing Super 8 movies in high school, never intending to act. "I couldn't get enough people to fill out the casts," Penn explained to me on that afternoon more than four years ago. And then I really started getting into acting - I would call it an obsession. I started to see the craft of it and I wanted to get a handle on that craft."
Having grown up in L.A. in the 70's, Penn has a deep affection for the filmmakers of that decade. At the beginning of his career he sought out Hal Ashby (the director of "Shampoo" and "Coming Home"), John Cassavettes, Warren Beatty and Jack Nicholson. He looked up to them as role models. Penn admired their passion, their camaraderie, their commitment to film as an art form. ('Sean was always sophisticated, shrewd, wise and ironic beyond his years," recalls Beatty) "I'm disillusioned by the movie business," Penn said that day at his office. He was emotional; it wasn't a cool sort of unhappiness. "When I started out, I thought anything was possible, but now I realize the studios don't know anything. These are not literary minds. They don't recognize anything that's not on their computer. Every single person whoworks for the studios is stupid. I've never heard an intelligent comment on a script or a movie. Not one. It makes you angry."
Interestingly, and perhaps tellingly, the only person Penn had a more complicated view of that day was the guy on the run, O.J. Penn was prepared to empathize. "I'm sure O.J. would like to roll back the tape," Penn said. "I think whatever happened, he couldn't help himself. I'm sure he's miserable right now"

Before getting across Pennsylvania on I-80, Penn is pulled over. "Always in Pennsylvania," Penn says. "I'm always getting stopped in this state." He starts to tell me about driving to
 New York with Christopher Walken and being pulled over with guns in the car, when an officer appears at his window. He stares at Penn, seems to half-recognize him and asks to see his license. Penn is courteous but his irritation is palpable. "What is the problem?" Penn asks.
The policeman stares at Penn. "You were driving in the left-side passing lane," the cop says in a monotone. "It's only for passing." Penn starts to quarrel: "We didn't see any signs." The policeman shakes his head. "I'm going to let it go," he says. He looks hard at Penn. "Just stay out of the left lane."
Penn thanks him and starts up the car. He seems mildly disappointed that he wasn't ticketed for speeding.
"What was the most extreme time of your life?" I ask, as we get back on the Interstate. Penn smiles. "I fear answering that question on the grounds that I might become romantic about villainy" He's a little distracted - he's actually looking to see if there are signs about passing lanes. "Look," he continues, "I had a couple of stages of tempting fate, as it was. I was lonely. It's that thing - you're never lonelier than when you are in a crowd and you're never in a crowd more often than when you're lonely.
And that's the epitome of selfdestruction." In 1987, Penn served 34 days in jail for punching an extra on the set of "Colors" who was trying to take his picture. The incident was not unusual: Penn spent most of his marriage to Madonna aggressively shielding her from the paparazzi. Since Lady Diana's death, Penn believes, his assault has been vindicated. The Screen Actors Guild invited him to appear on a panel about privacy and the press. "I'm not out there like some kind of madman, but just have somebody follow you around all the time," he says. "When somebody with a prettier face than mine gets killed in a tunnel then it's, ooh, we have to do something. But, bottom line, the paparazzi's abusive freedom of the press will be protected more enduringly than the individual's. Most of Penn's press skirmishes occurred when he was with Madonna. During their we ding, he took out his rifle and shot at the helicopters. "People started to think I was a jerk", Penn says now "The court forced me to go for therapy. It was ridiculous. I was supposed to there for alcoholism and a tendency toward violence. The psychiatrist told them she couldn't treat me for those things. I'm not an alcohol - I'm just a big drinker, and there's a difference.
Now my actions wouldn't be seen same way. But, then, I was a pariah. I was diminishing my position."
During his time in jail, Penn says he read, one two-day stretch, the essays of Montaigne. a novel by William Burroughs, some Raymod Carver short stories and the collected works of James Thurber. "I recommend Thurber for e everyone in jail," he says. When his time in j. was finished, two friends drove up with a pizza to pick him up. "I was married to my fir wife," Penn says. "The pizza was the nourishment on the ride home to the wife."
"She must have been happy to see you," I say.  Penn smiles. "Not particularly," he says.
"Were you happy to see her?"
"That night?" Penn jokes. "Or the next morning?" He laughs. "Listen, it's not a comment on her. Just a comment on the state of the marriage at the time. Going to jail is not good for any marriage."
Penn smiles. He may be calmer now, better able to spot trouble on the horizon and hold his temper; but there's a strain of anger in Penn that will never he completely quieted. "Sean's this mix of angry and funny," says Nicholson. "I say 'Sean, it's easier to be happy.'"
But Penn is happy. He likes to maintain a certain sense of outrage. It's his way of being someone he can like; it’s his way of staying pure. This is the character is most comfortable with, the role he never tires of playing.

When Sean Penn's mother went to see him in his first play, a stage version of the film “The Young Savages,” in which he portrayed a mentally retarded boy accused of murder; she told him he'd have to quit acting and go to college. "So I moved to New York," Penn recalls.
He is sitting in the basement of the West Bank Cafe in Hell's Kitchen, one of his haunts from e late 70's. It's a few weeks before the drive, and he is hard at work on the Woody Allen film, for which he has shaved his hairline back around e temples to look older, which he does. He is wearing his Manhattan uniform: black pants, black jacket, white shirt. Despite the fact that he is chain-smoking, he smells, as he usually does, like soap.
"Three days after moving here," Penn continues, taking a sip of a vodka tonic, "I got a part in a play called 'Heartland' on Broadway. I was 19. My mother came to see it and she decided I 'could do this acting thing if I wanted to." Penn smiles. "Theater is like carbon and snow," he says. "There's no record of those performances and that's nice."
Within a year, Penn was co-starring in “Taps,” opposite Timothy Hutton. Then his career took off. Penn could be romantic ("Racing With the Moon"), hilarious ("Fast Times at Ridgemont High"), brilliant and misguided (“Bad Boys”). "It was hard in the beginning. It wasn't a young man's time," Penn remembers, then refers to the actor Timothy Hutton. "Tim was the first to make it, in 'Ordinary People.' I remember trying to get that audition. I wanted read for Robert Redford."
From the start, Penn didn't think in terms of individual jobs; he was interested in building a career. He had studied his 70's heroes Nicholson, Beatty, Hackman - and he saw the importance of a plan. “There's some kind of track you can get on,” he explains. "I don't like things that are recently answered. Rather than accusing myself of integrity or anything like that, it's that I can't do the work if I look at any movie as a movie. I have to be part of a thing. For lack of a better word, a body of work."
Perhaps Penn's need for an important career stems from his father, who was blacklisted during the McCarthy era. By not naming names, Leo Penn, who died of cancer in September, was banned from the movie business and began actin-g and directing in television. "My father was the only guy everyone knew who had no enemies," Penn says. "He was the noble thing." Penn pauses. 'He was sick for a while. So it was coming as much as you can consider something like that coming, but. . .  ' Penn’s voice trails off. "It's displacing," he says finally.
The Woody Allen shoot had just begun when Leo Penn died, and playing a comedy these last
 few weeks has been difficult for Penn. "But, sometimes, that's good," he says. "It takes me out of myself At least it's not "Hurlyburly". We shot that movie in 30 days. It was a 24-hour-a-day, 30-day shoot, and that pace puts people in the gutter."
"Hurlyburly" is brutally dark. The movie, like the play on which it's based, is an ensemble piece starring Kevin Spacey, Chazz Palminteri, Garry Shandling, Meg Ryan and Robin Wright Penn as a group of wounded and wounding friends in Los Angeles. The characters played by Penn and Spacey share a house, several women and much cocaine. They snap and retreat, snarl at each other and then embrace. It's hard to imagine an audience for this movie. It's just too grueling, too relentless in its dissection of the depths of the human spirit.
"I know the things that I'm interested in are sometimes iffy;" Penn says. "After the Oscar nomination for 'Dead Man Walking,' my offers went up, but the material was mostly no good. The studio has to feel it has a hit to pay you. I would do something for the money, but I'd have to believe in it." It's not that Penn hasn't pursued mainstream projects. He read for the part of the gay' artist that eventually went to Greg Kinnear in James L. Brooks's "As Good as It Gets." ("That was a brilliant night of theater," Nicholson says, recalling Penn's reading, "but Brooks wanted to go a different way.") And he says he lost the lead role in next year's "The Fight Club" to Brad Pitt because "they couldn't make my deal." Whether that meant it was about money or creative input, he did not say.
Penn doesn't seem to mind. He's quitting, any-way. It's hard to retain any optimism," he says. "You know I used to walk through a hotel lobby every day and this woman at the desk would say, everyday, 'Smile - it can't be that bad.' Finally, I looked at her and said, 'It's tough knowing this much.'"  Penn laughs. "I wasn't joking," he says. 'Knowledge can wear you out."
When Penn decides he's hungry, we stop at a Denny's off the Interstate "They have a grilled-cheese sandwich," he says. "It's not good, but it's the same at every Denny's." It's cold outside and the restaurant is overheated and thick with cigarette smoke. The place is packed: tables of teen-agers, probably hitting the Denny's after three Halloween parties, are hopping from booth to booth. Most are only barely in costume a mask here, some glitter there - except for one slightly older man who is dressed in what could be green pajamas with a sequined zodiac sign emblazoned on the chest. "He left his other two friends from the post office to come to Denny's, "Penn whispers as we wait in line for a table.The wait is long, too long for Penn to remain unnoticed. Three guys with long hair make their move: "Are you Sean Penn?" they ask. Penn goes blank. He doesn't look scary so much as forbidding. "Right," he says finally. This is a good answer. The guys walk away "That's
not the end of it," Penn says, as we're shown to a nonsmoking booth in the far reaches of the restaurant. Although Penn would have preferred to smoke, he wants to be left alone. He orders his grilled cheese and fries and briefly studies the map. "We're going the right way," he says.
A trio of teen-agers arrive at the table with napkins and a pen. "Could you sign these?" they ask. Penn's face tightens. "Maybe when we're finished eating," he says calmly. They back off. "Sometimes a bad reputation is useful," Penn says slyly. "It buys you time."
The food arrives, and, to his dismay, they've put tomatoes on his grilled-cheese sandwich. He picks at the french fries, takes only one bite of the sandwich, but will not send it back. "Too bad," he says. "I was actually looking forward to that." I ask when he's happiest. Penn brightens. Sex with his wife, he says, though his words were more explicit. There's some laughter from the next table. "Or," Penn continues, "at the moments when anyone in my family is comfortable with me. If you're not being questioned, if you're not being mistrusted." We pay the check and Penn insists on leaving a huge tip. "I worked in catering," he explains, as we put on our coats to leave. He hasn't signed any napkins and the teen-agers look confused What to do? A group of six follows him out of the restaurant, tagging behind until Penn gets to the car. Reluctantly, but politely, he signs. "How's Madonna?" one girl asks. Penn doesn't answer. He writes his name and gets in the car.
As we pull Out of the parking lot, Penn's mobile phone rings. "Speak to me of love," he says into the receiver. It's his wife, calling to check on the drive. "We just left Denny's and I had my usual," Penn says. Wright Penn doesn't seem to know what the usual is and Penn is exasperated. "You know what my usual is, Robin," Penn says. After he hangs up, Penn looks pleased. "My mother and wife have a great sense of truth and zero tolerance for [expletive]," he says. Which makes life miserable for anyone who's full of [expletive], including their son and husband."
Penn and his wife, whose best-known role, perhaps, was playing Jenny in "Forrest Gump," met in 1989 on the set of "State of Grace." They fell in love and then battled for years, separating for long periods of time. During one of those separations, I happened to be at a party in New York, and Penn took over the room. When the phone would ring, he'd answer and chat for 10, 15 minutes with the caller. He'd pretend to be a character, and he was very funny. At one point, he left the party, returning with an Irish singer. The man was a poet and serenaded the room while Penn leaned back in his chair, content. Penn left with the most beautiful girl at the party. "Oh, yeah," he says, when I reminded him of the evening. "That was then."
He was always close to his kids and reunited with Robin in 1995. "We got married at Art Linson's," Penn recalls. Linson has produced two movies Penn has starred in, "Fast Times at Ridgemont High" and "Casualties of War," and is a good friend. "He was the best man, but my brother said, 'This isn't a wedding, this is an HBO special,' because so many drunk actors got to talk." They were all there Beatty, Brando, Nicholson - to toast their favorite son.
About two years ago, Penn and his wife decided to leave Los Angeles for Mann County. "It was good," Penn says of the move. "I had a ghost on every corner at that point. There wasn't a building in the city of Los Angeles I hadn't gone in at night and walked out of in the daytime, shaking." Penn looks pensive. He says, "It's nice to go back and look at a corner and smile and say; 'I lived through that one too.'"
At moments like this, as Penn is speeding through the night for no particular reason and talking on and on like this, he is his own movie. It must be hard to subsume all this for a film director, or for anyone. You can see why Penn would be more attracted to writing and directing his own films. He is planning to direct his next movie in the spring. It will star Eddie Vedder the lead singer of Pearl Jam, on a road trip.
"Is it autobiographical?" I ask.
"Isn't everything?" he replies.

When Penn was nominated for an Academy Award for "Dead Man Walking" (1995), he didn't attend the ceremony; He said his wife was ill, and she may have been, but he maintains a dim view of awards ceremonies. ("Kind of hokum," he says, "but better that than a punch in the eye.") So it is surprising to find him one afternoon in October, sitting on the dais as the Motion Picture Club names him male star of the year for his body of work and because of the advance buzz about "Hurlyburly" and "The Thin Red Line." For a man who plans to give up acting after the Woody Allen movie, he is playing by the rules.
The Motion Picture Club is composed primarily of theater bookers, the actual people who choose which movie goes in what theater. They are a powerful link in the movie chain, and every year, they host a lavish lunch for film-related charities at the New York Hilton's Grand Ballroom. Between the salad and the cheesecake, they honor their favorite stars. This year, the highlights are the Farrelly Brothers, whose comedy hit "There's Something About Mary" was the sensation of the summer, and Meryl Streep, who has had a return-to-greatness year with "One True Thing" and "Dancing at Lughnasa."
Penn, who is dressed in his usual black suit and white shirt, has come straight from Woody Allen's set and is sitting next to Drazan, the director of "Hurlyburly." Streep, who is wearing a black pantsuit, arrives and kisses Penn on both cheeks. She looks radiant. Penn smiles up at her. "Sean Penn is the actor I'd most like to work with," she tells an interviewer from "Entertainment Tonight" who is surveying the dais. "He is brilliant, inventive and compassionate. His choices are unpredictable and true."
Autographs are signed for the bookers, and there are friendly greetings among the celebrity guests. The awards begin with the comedian-turned-actor Jay Mohr; "a star of tomorrow." "I feel like I'm wearing clown shoes being on the same dais as Meryl Streep and Sean Penn," Mohr says. Next up is another newcomer, Barry Pepper, who played the sharpshooter in "Saving Private Ryan." "I can't believe I'm here with Sean Penn and Meryl Streep," he begins. The comedian Chris Elliott is presenting the award to the Farrelly Brothers. "I don't know what the big deal is," Elliott says. "I feel right at home with Meryl and Sean."
When Penn is introduced by Drazan, Penn stands up and walks slowly to the podium. He looks nervous, but he's charming and enigmatic, and that carries him. "If too many people like you, you're doing something wrong," Penn says. The audience isn't sure how to respond to this. "So I hope not too many people wanted me." Streep laughs at this, and the audience follows her lead. "Keep on booking," Penn says, finally. The lunch belongs to Streep. She has written a poem about her love of film and acting and her open sincerity is refreshing. "Movies," she sort of rhymes, "can still, thank God, enthrall us all."
Penn claps enthusiastically; but looks as if he'd like to leave as soon as possible. Streep, meanwhile, is basking in the glow of a job well done. The contrast is vivid: while Penn maintains his cool-cat reserve, Streep is unabashedly enthusiastic about getting the chance to act in movies. "There is something to be said for an emotion well expressed," Penn says later. "I admire Meryl Streep."
After signing a few more autographs, Penn leaves the dais and walks to his waiting car, which will take him back to the set. Before he can get away, Barry Pepper approaches him and says, "You're one of the main reasons I became an actor." Penn looks down and smiles uncomfortably "I never know what to say in those situations," he says later. "You want to be polite, but you also want to say: 'Don't look at me. I do not have the answers.'"

We drive into Cleveland a little before 6 a.m. "I came here after 'Dead Man Walking,'" he explains, driving around the deserted downtown streets. As he drives, he seems to be reliving some memories. "I was in that bar;" he says, pointing. "It's kind of yuppie, but they played good music. Penn likes to arrive in a town, stay for four or five days and then head on. This morning, he will simply go to the airport. He is heading home to San Francisco to see the family for the week-end. He'll trick-or-treat with his kids - his daughter is going as Baby Spice, his son is a Ninja warrior - and they've bought a mask for Penn. "They can't stand all that 'Are you Sean Penn?' at every house," he explains. 'It's their event." Penn will then take the red-eye back on Sunday, arrive Monday morning in New York at 6A.M. and go straight to the set. 'It's not a life," he complains. "It has to change."
We drive around deserted Cleveland for a half hour, listening to a John Hiatt tape. Even though it's two hours until his plane takes off, Penn wants to go to the airport. After we turn in the rental car, he
heads for the restroom. In 15 minutes, he emerges, cleansed of the eight straight hours of driving. He's shaved and combed and looks like a movie star.
Penn may not have slept all night, but he seems rejuvenated. It's a nonsmoking airport, so we stand outside while Penn lights an Amecican Spirit. People notice him, but they stare and, for the most part, say nothing. It's incongruous: you don't expect to see Sean Penn at the Cleveland airport at 8 A.M. on Halloween. "I can't wait to go home," Penn repeats for about the 20th time. "This movie has just been pushed back and I won't be done until December. After that, I'm done. That's it."
In fact, friends say Penn is interested in a prison drama called "Monsters Ball," which he is thinking of not only directing but also acting in. 'He's up for lots of jobs," says a prominent agent. "He'll never give up acting. It might be painful for him, but he's not going to walk away" Nicholson agrees: "He's too pessimistic. If he says he's quitting, it's just a momentary thing."
Exhaling  smoke, Penn says: "Just watch me. I'll fight the fight as a director It's a better fight." Penn stomps out the cigarette. He wants to lie down before he gets on the plane. "But I'm afraid of falling asleep," he says. "I might dream the Woody movie again." He lights another cigarette, suggests getting breakfast. Might as well stay awake: after all, the part he continues to write for himself is more interesting.
 

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