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The city that was the birthplace of Marlon Brando and Malcolm X would figure to provide a congenial setting for other like-minded rebels; even so, the idea of Sean Penn flourishing in Omaha, Nebraska, can take some getting used to. Elsewhere, his reputation may precede him into a room like bad cologne; here, where the natives still eat red meat, smoke unfiltered cigarettes, and drive Detroit iron, there seems to have been unfettered enthusiasm for Penn's decision to film his writing and directorial debut, The Indian Runner, in and around town. State officials promptly inducted Penn and his confreres into the Nebraska Navy (a Cornhusker mock militia), while James Earl Sinnett and Sharon Hughes welcomed Penn into the delivery room at Clarkson Hospital to shoot the birth of their third child. There have been a couple of drawbacks, of course: there are no direct flights from Los Angeles, which may have contributed to the breaking of some delicate lenses en route to the set, though no one suggests that it's responsible for the rash of scratched negatives sent back. 'I don't think I've worked on a picture in the past ten years that had a scratch on it,' says sad-eyed producer Don Phillips, shaking his head. 'So all of a sudden, four...'

It is 9 o'clock or so on a blustery October night, and the chill seeps a bit into the abandoned police station on 11th and Dodge that the Indian Runner company has commandeered for the course of its nine-week shoot. Up one flight sit the Spartan production offices; out back is the spacious garage, jammed with a host of "60s-era Mustangs and a peace-and-love-painted Volkswagen bus; and here in the remnants of the building's original holding area, Penn is at work. The Indian Runner is a character piece centered on two brothers: farmer turned policeman Joe Roberts, honest, dutiful, so luckless that he drives a Corvair, and his younger brother, Frank, a returning Vietnam War vet prone to random acts of violence. In the scene Penn is about to shoot, Frank has been arrested outside Joe's jurisdiction; when Joe comes to get him out, he finds that Frank's girlfriend is doing the honors instead. Unobserved, Joe watches them embrace and leave the holding area arm-in-arm; surprised to see his brutal brother capable of such tenderness, he takes in their intimacy with a detached fascination.

Penn's camera is mounted above the action in a far corner of the large room, and as he surveys the situation, he looks out on a sargasso sea of extras who are providing the smoky atmosphere in which the wordless scene plays itself out. Wearing brown cowboy boots, a short-sleeved shirt hanging out over his black jeans, and a black vinyl gimmie cap with STUNTS emblazoned across the front, Penn shoots until he seems satisfied, then announces to the extras that he'll be changing lenses. 'Thanks for your patience,' he tells the locals. 'It'll just be a few minutes.'

But he's lying. As the extras lapse into normal behaviour - talking, laughing, their kids playing hopscotch on the floor - Penn whispers terse instructions to his camera operator: 'Black guy...the guard.' He is grabbing shots of oblivious individuals. 'The idea,' he tells his operator, 'is to catch people unaware.'

As a performer, Sean Penn lost that ability years ago, which is as good a place as any to begin to explain why, at age 31, he has decided to quit acting. 'I don't get anything but grief out of [acting] now,' he says during a dinner break one night before a shoot outside what used to be Omaha's gigantic, beautiful train station. 'People who knew me well understood it completely, and people who didn't know me well didn't believe me: 'Yeah, yeah, yeah - we'll see.'' Few believe that he will never act again (Penn himself suggests he'd do an I'm-in-it-for-the-money job, akin to Brando's turn in Superman), but no one doubts that there has been a sea change in the mind of the man who once regarded acting as his lifeblood. Even he seems hard-pressed to explain how it happened.

'Don't know, can't pinpoint it - it's still a little bit of a new notion to me,' he says. 'I was doing this play in Los Angeles, Hurly-burly, which I love: great part, great director, terrific actors whom I also liked personally, which is as good as it gets for an actor...and I was miserable.' The two films he did after this epiphany, We're No Angels and State of Grace, were equally unpleasant experiences, he says, again despite his fondness for his co-workers. 'I think I got so caught up in the - it was such a fascinating thing in the beginning, still is. Now I'd like to avoid it as much as I can. It's like, boxing is fascinating to me also, but I don't want to get in the ring with Mike Tyson. I feel like I tear myself up emotionally for money just got to the point where - and I can't say how much of it is the baggage that comes with it in my case - I started thinking more and more about doing something else, and that's what this is.'

While 'this' is surely time-consuming and draining, it doesn't exact the psychic toll that Penn's roles seem to have. 'That was part of the misery of acting for me,' he says, ''cause everybody else can get out there and throw a Frisbee around before [the director calls] 'Action'. I found that the amount of concentration it took for me to feel free in front of a camera was a lot.' If so, it paid off, starting with Penn's 1981 movie debut with Tim Hutton and Tom Cruise in Taps; perhaps only at that moment would such a movie have been cast in which Hutton played the leader, Cruise played a crazy, and Penn played the 'conscience of the piece.' Still, it was his performance as bonehead surfer Jeff Spicoli in Fast Times at Ridgemont High that made his career. Despite its lighthearted quality, it was the film on which Penn pioneered what became the young-actor fad of remaining in character throughout the shoot; as late as 1984's Racing With The Moon, he would leave phone messages in his role's name. [i]Racing With The Moon [/i]also raised the issue of Penn's refusal to do press; though any film that used an abortion as the sort of coming-of-age moment usually served by a high school graduation probably faced a tough road commercially, Penn's silence was seen by some as a key element in the film's box office failure. 'I'm not the first actor who didn't feel he had something to say to the press all the time,' he says, 'but I'm the first one they went after, as far as I know.' In Penn's view, the film's failure had more to do with lack of corporate will at Paramount Pictures, where producers Stanley Jaffe and Sherry Lansing had brought the project. 'They just dumped it. And I'm the one that fucked it up, right, 'cause I didn't do interviews.'

Penn's best performances - in The Falcon and the Snowman, At Close Range, and State of Grace - were similarly obscured by short runs, though each film seemed to lose its way toward the end. 'It's a very gratifying thing when it works,' he says, 'but when you pour your guts out for something and then it's for shit, or it's something that just should never have been made, or made that way, you just get...'

Crazy, perhaps - which may be the only way to regard the multiyear paparazzi-bashing spree that eviscerated his career options and eventually earned him a 60-day jail sentence. How did it happen? 'It was very clear how it happened,' he says, laughing. 'I had six charges against me at the time! I had to make the best deal I could.' Asked if he didn't try to lighten up after, say, charge four, he pauses. 'Off the top of my head, I can only think of one crime that I would turn somebody in for; if I saw them in the act, I would flag a cop. And I committed that crime. That was drunk driving. All the other stuff, no regrets.'

His off screen behaviour earned him the enmity of millions of moviegoers - and as a result, onscreen, Penn brought more baggage than Joan Collins on the Concorde. That baggage he credits with 50 percent of his decision to leave acting. 'I guess you could say the struggles for an actor are hard enough. You don't need the extra burdens.'

Occasionally, his cynicism even entered what was once his temple: on the all-but-unseen Shanghai Surprise, 'I fucked up the whole thing,' he says. 'I drank a fifth of Scotch until five in the morning, took a shower, and went to work.' He became more of a risk, both artistically and commercially. 'I wasn't getting offered the movies most of the time by the directors,' he says. 'Of course, there were some directors I never in my wildest dreams would have thought I'd enjoy. Working with Brian De Palma on Casualties of War was one of the best experiences I've ever had, because he knew his shit so well that no matter what anybody thought, there was going to be a very strong point of view on the screen. But I didn't have a lot of experiences like that.'

On balance, Penn sees his time spent acting as adding up to 'a significant learning experience and an insignificant career. See I can't find acting to be all that subjective a thing. I've known when my work was good and when it wasn't. In my career, there was a lot more scrutiny of what I was into, and the scrutiny was inaccurate when it was positive and inaccurate when it was negative. I had very few pleasant experiences; I don't look at my career as a body of work, I look at it as very fragmented. There's nothing to latch on to that really has much to offer the collective good.'

At this point in the public eye, then, on stands as the American Richard Burton - a brilliant actor undone by drink and the love of the world's most famous woman. The near-operatic ups and downs of his relationship with Madonna have been carefully chronicled elsewhere. Now, he says, 'I don't harbor any bad feelings. There's a certain fondness that I don't think ever goes away, but we don't communicate, there's no dialogue.' Although Madonna unequivocally denied some of the more fantastic accounts of their breakup, Penn, nevertheless seems to feel that his press-friendly spouse could have been even more vehement in his defense. 'Yeah, well, that was confusing to me,' he says of the rumors. 'I've always wondered, and I guess I'll never know, how aware she was of the effect of her passiveness in those areas: you struggle against it and try to communicate about it, and nothing changes. I'll never know if it was a separate agenda or [she was] just blind to it.'

He has, he says, mixed feelings about 'defending myself on something where I felt that I had a clear slate - mixed feelings not for myself but for my family; other people were hurt by those things. And you don't know whether to...' His voice trails off. 'Your own virtue is something that's difficult to define sometimes. I've had a system of rules that I've gone by ever since I've been public, and one of those was never to bad-mouth anybody in the press as much as that had been done to me. And I still feel that way, still feel like I'll say it to their face, but I don't know... I know that I've taken a lot of shit for it. And I don't know that I wouldn't have taken the shit if I had said something, if I had said, "I can prove that's not true.''

All of it is so much backwash now, though: freed from the burden of playing somebody else, Penn looks serene and at peace. Known at times to be a prodigious drinker, 'I think I've had about six beers and two Scotches the whole time I've been here,' he says. 'It used to be all day, every day - and I never did any rehab thing or anything like that - but I just only drink on the weekend; that's about it.' Adding to his serenity is his domestic situation; he is the father of a baby girl, Frances Dylan Penn, by actress Robin Wright, whom he starred opposite in State of Grace. Didn't he once say that acting is too important to fool around on the set with someone? 'What the hell,' he says with a smile. 'You can't be held responsible for all those things.'