"The Thin Red Line," Terrence Malick's long-awaited WW World War II saga, in which Penn also stars, opened in New York on December 23. He gets top billing in an ensemble cast that also stars Nick Nolte, Woody Harrelson and John Cusack. An art-house soldier picture, about the Pacific Theater in World War II, "The Thin Red Line" (the war in the Pacific) equals "Saving Private Ryan" (the war in Europe) in realism. Penn plays 1st Sgt. Edward Welsh, leader of Charlie Company, a thin battalion trying to take Guadalcanal from the Japanese. Penn fits the role: moody, always smoking, a battered face but eyes sharp as a fixed bayonet.

"'The Thin Red Line' is going to have its audience or it's not. I don't think it's going to have to try very hard," Penn says.

"The movies that really need protecting are the films like 'Hurlyburly.' For me, it is head and shoulders above what most people spend their time doing when they're making movies."

Those people would include Penn himself, who likes just one in four of the films he acts in. For instance, he never even saw "Carlito's Way," in which he gave a spot-on reading of a coked-out and permed 1970s defense lawyer. But "Hurlyburly" is one he likes, and Penn is worried it will "sink in the muddy waters of Christmas," the muddiest being his own landing at Guadalcanal.

Now You See Him . . .

Opening two movies in the same week is a lot of exposure for a man who is supposed to be retired from acting and concentrating on directing. He made that vow before "Dead Man Walking" and is going to stick with it, having finished playing a 1930s jazz musician in Woody Allen's next film. He also just finished "Up at the Villa," which will open next year.

"There's no point in being dramatic, but it's going to be quite a while" before he acts in another film, says Penn, who at 38 already has more money than time. "I can't tell you that I enjoy acting very much, period."

This assessment is apparently shared by the producers of the Allen film, in production in New York. Word on the set was that Penn called in sick so many times, a lawsuit was threatened. Penn's publicist says there is no basis for the lawsuit, but Penn admits he hates being away from his wife, actress Penn Wright, their daughter, Dylan, 7, son, Hopper, 5, and their new hometown of Ross, Calif., near San Francisco, where they are remodeling a Spanish stucco house into a berm-buffered presidio. They moved north a year-and-a-half ago after Wright and the kids were nearly carjacked from their Santa Monica driveway. Before that, Penn's house in Malibu burned down.

"I was born and raised in Los Angeles. Made all my mistakes in Los Angeles," he says, with an unspoken nod that marrying Madonna was one of them. "I had my ghosts on every corner in Los Angeles, and it just started to feel like a shower wasn't washing it off anymore."

He still looks as if a shower is not a high priority. He drives the kids to the all-but-private public school in Ross and gets out to walk them in, wearing his socks minus the shoes. Penn is cordial, but he's Sean Penn, strung tight.

If Penn is quitting acting, he's getting his last words in. "Hurlyburly" is long, and Penn appears in almost every scene.

"I have a special relationship with this film," says Penn, who dates it to the early 1980s. He saw "Hurlyburly" onstage in New York and tracked down playwright Rabe, who brought the play to Los Angeles in 1988 so Penn could do a run as Eddie.

"Once in a while, we would talk about doing a screenplay, but I was so beat up by doing the play I wasn't encouraging it," he says. The project kept moving anyway, with Penn involved but never intending to appear.

"I was a happy consultant," he says. "I couldn't imagine putting myself back in the position of doing that part, but bit by bit I realized that these guys were going to play on my feelings of possession about the part."

Once he caved in, Spacey clambered aboard, as did Chazz Palminteri and Garry Shandling, who play drop-in losers, and Meg Ryan, who gets shoved from a moving car.

Starting with "Fast Times at Ridgemont High" and "The Falcon and the Snowman," Penn has now smoked more joints and snorted more lines of cocaine on film than Dean Martin had cocktails. But he doesn't see these as druggy characters, just representatives of the times.

"Seventy per cent of the white kids in middle America are using drugs. It's a very common thing," he says. "All the movies of the '40s had people drinking, and you don't think of them as alcoholic movies."

To understand Penn's point of reference in the genre, it is worth renting "Not Wanted," a B movie cult classic from 1949. Sitting at a piano, cigarette dangling from lip, is a face that looks vaguely familiar. He broods and looks away from whom he's talking to. He doesn't say much, but what he does say counts.

"What are you looking at?"

He saves eye contact for when he needs it, then it pierces. When he finally stands up and walks, it is stiffly, on the outsides of his feet. Then the connection is made. This is exactly how Sean Penn smokes and sneers and walks. The man at the piano is his father, Leo Penn.

Like his son, Leo Penn switched from acting to directing. Sean never saw his father's movies until they became available on video recently. If he picked up the walk, the sneer and the smoking style, it was what he saw at home.

A Hungry Man

Penn's production company, Clyde Is Hungry (he won't say what the name means), just closed a multi-year distribution deal with October Films. Clyde Is Hungry produced "The Crossing Guard," which Penn wrote and directed, with Jack Nicholson as a parent who becomes deranged after losing a child to a drunken driver.

Penn also plans to veer into stage production in the San Francisco Bay Area, though he isn't a big fan of the playgoing experience.

"I don't like theater," is how he puts it. "I just think it's always done so badly. In New York now, I can't say 'Off' enough times in a row to tell you how far Off-Broadway you got to go to find a good show."