ELLEN BURSTYN WAS DRAWN TO SPITFIRE GRILL THE VERY FIRST time she read the script. "There was just a kind of mythic dimension to it which I find unusual," says Burstyn. "I felt there was something there to be explored." But when she heard how much Spitfire Grill producers were paying cast members--$100,000 apiece--Burstyn decided to let someone else do the exploring. "I just don't work for that kind of money, so I turned it down." That was on a Friday.

By Monday, she had changed her mind, a turnaround due in no small measure to the pleadings--conveyed to Burstyn through her agent--of the film's writer-director, Lee David Zlotoff. "I pondered for the weekend," she recalls. "And then I thought, Well, I've got a free month, I liked the character, and it felt like [Lee] had written a good script and he should get a chance. I'll do it."

Zlotoff is a TV writer-producer, best known as the creator of the Remington Steele series. The Spitfire Grill is his first feature film, and Burstyn, a veteran of more than twenty-five movies and an Oscar winner for Alice Doesn't Live Here Anymore, had some advice for the rookie director when the two finally met. "I told him that the difference between the best films I've made and the other films I've made is two weeks of rehearsal before shooting," she says. "Those two weeks, where you're just working on the script, is where the relationships are formed."

Relationships are at the heart of The Spitfire Grill, an independent film that was bankrolled by a Mississippi-based Catholic charity. Spitfire stars Alison Elliott as Percy Talbott, an ex-con who moves to a small Maine town and goes to work for Hannah Ferguson (Burstyn), the flinty owner of the local diner. When an accident puts Percy in charge of the Spitfire Grill, a bond develops between Percy, Hannah, and Hannah's niece-in-law (Marcia Gay Harden) which, in the end, redeems all three.

Burstyn has made a career playing redemptive roles, so it isn't surprising that she was intrigued by Hannah Ferguson. "She's running this café in this small town that has no vitality, and it's like life has kind of stopped in her," explains Burstyn. "Her husband's dead, her son went off to war and never came back. When Percy comes into her life, Hannah just comes back to life, and that was interesting to me--how a character who is frozen in her circumstances can be unlocked and reinvigorated."

Zlotoff didn't always agree with Burstyn's ideas about Hannah. In fact, working with a first-time director presented quite a challenge for Burstyn. "It was not the first film for me, or Marcia, or Alison, or any of the other members of the cast, and that sets up a certain difficulty," she says. "He's in the position of authority, and yet we're the ones with the experience. It wasn't easy." Take the hat, for instance. The source of Hannah's prickly nature was never really explained in Zlotoff's script. "So," says Burstyn, "I decided it was sciatica. That because of her sciatica, Hannah can't get around very well, so her circulation is bad. I wanted to wear a hat because, besides keeping her hair away from food in the kitchen, she's in a cold place with bad circulation and she's cold a lot. There was a big argument with Lee about whether or not she wore a hat."

Burstyn won that particular battle, and whatever disagreements she and Zlotoff had during the filming, she is "very proud" of the outcome. And she should be. After The Spitfire Grill won the Audience Award at this year's Sundance Film Festival, Castle Rock Entertainment paid a record $10 million for the distribution rights, and the film has been doing well at the box office since it opened last weekend.

So much the better, since Burstyn may not be back on the big screen for awhile. After a whirlwind 1995, during which she filmed Spitfire, How To Make an American Quilt, The Babysitters Club, Love Kills (an upcoming ABC-TV movie), and appeared on Broadway in Sacrilege, the sixty-three-year-old actress has finally gotten back to the screenplay she began writing nearly two years ago. She has a deal with United Artists to direct the script once she finishes it. (Maybe Zlotoff will offer Burstyn some advice on her directorial debut.)

The story's central character is an actress not unlike herself. "It's kind of about the synergy that I have always noticed occurring in my life, where some central issue I'm working on is reflected in the role I'm playing," she says with a sly smile. "The two worlds come together in mysterious ways."