"I am a firm believer in the saying: 'There are no small parts, only small actors,'" says the striking and composed Michelle Pfeiffer, who stars with Sean Penn in I Am Sam, opening nationwide January 25. In the independent-spirited film about the challenges faced by a mentally disabled parent (Penn) to retain custody of his daughter, Pfeiffer plays Rita, a coldhearted, career-obsessed lawyer who agrees to represent Sam on a dare from her colleagues.

While the movie is largely a vehicle for the mercurial Penn, critics are already hailing Pfeiffer's performance, and betting on it for an Oscar nomination for Best Supporting Actress. Of course, Pfeiffer is no small actor -- she already has three Oscar nominations and five Golden Globe nods (she won the award for The Fabulous Baker Boys in 1990), plus a pile of other admirable accolades too numerous to list here. She has worked with Hollywood's principal leading men -- Harrison Ford, Bruce Willis, George Clooney, Jack Nicholson and Al Pacino, to name a few -- and some of the industry's most respected directors, including Martin Scorsese, Mike Nichols and Robert Zemeckis.

"Stories about family and what defines a parent really resonate with me," says Pfeiffer about her initial reaction to the I Am Sam script. "I loved this part. And I was scared of this part. To be honest, there were people around me counseling me that I shouldn't do it because [the character] was so unlikable. But I felt she was more tragic than anything. And you have to approach a character like this in terms of her universal nature, her connection to all women."

Says director Jessie Nelson of pegging Pfeiffer for the part (the two had previously worked together on The Story of Us, which Nelson cowrote): "I love the idea of taking someone who the audience has certain expectations about and pushing it in a whole other direction." Pfeiffer was attracted to the change as well, and embraced the challenge. "In the beginning I was resistant to going all the way with [the character's] nastiness, but I knew that in order for it to work you really had to be courageous.

"Jessie was really instrumental in encouraging me in the beginning. And then toward the end she was saying, 'Do you think you could bring it back a couple of notches?' I was kind of having too much fun with it," jokes the actress.

Another plus for Pfeiffer was working with Penn. "I had always wanted to work with Sean. I knew he would be brilliant, and he is," says Pfeiffer. "Working with him was pure joy. It was like butter, it was just so easy. I got so spoiled. I had such a good time artistically being in a scene with him."

Also among the cast are Dakota Fanning as Sam's daughter, Lucy; Laura Dern as Lucy's temporary foster mother; Richard Schiff (The West Wing) as the District Attorney; and Dianne Wiest as Sam's neighbor, friend and helper.

The $25 million movie was a labor of love for the filmmakers and a long time in the making. Nelson and her cowriter, Kristine Johnson (as well as Penn and Pfeiffer), did extensive research that included meeting with parents at Los Angeles-based L.A. Goal, a nonprofit organization founded in 1969 to serve adults with developmental disabilities. Two L.A. Goal members, Brad Allen Silverman and Joseph Rosenberg, had roles as Sam's friends. Asked about the collaboration, which involved improvisational scenes, Pfeiffer is full of fond memories.

"I don't feel comfortable with improvisation, really, and I have never felt like I'm very good at it, so I was a little nervous, because [Brad and Joe] are so good at it. They're so free, they're so uninhibited. I felt like the only stiff up there. They were amazing -- they're smart, they're funny, they have a great sense of humor and they were very protective of me.

"The whole tone of making this movie was such a heart-opening experience, so we all walked around like open wounds," continues the actress. "And I think we felt really safe on the set together, and then it was a really hard transformation once the movie ended to go back into the big, bad cynical world. You wanted to retain that, you wanted to hold onto that openness, and yet when you do you just get annihilated out there."

Luckily, Pfeiffer maintains a great deal of optimism about her family, which includes adopted daughter Claudia Rose, 8; husband David E. Kelley; and their son, John Henry, 7. "Being a parent is the best thing in the world. It's the best thing that ever happened to me. It's such a gift," she exclaims. "Of course, as rewarding as it is, the flip side is it's the most challenging thing that a person can do," she adds, with a nod to Sam. "But I'm going to show [my children] this movie," she says with conviction. "I think they can see this one."

Kate Perchuk is a freelance entertainment writer in New York.

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