If people wonder where Sean Penn gets his chutzpah, they should meet his mother, actress Eileen Ryan. It was Ryan who gave her son the famous advice, "When you go in (to auditions), you have to picture them not sitting at a desk but sitting on a toilet."

Ryan, who hasn't lost her New York accent even after living in California for 27 years, is a strong-minded woman with an earthy sense of humor. "I just gave my boys a couple of clues that I'd figured out myself very early," she insists, seeking no credit for the celebrity being heaped on Sean and, to a lesser extent, his younger brother, Christopher.

Ryan is very protective of her sons. How she feels about Sean marrying pop singer Madonna in a highly publicized wedding last year has not been reported, for she declines to discuss her famous daughter-in-law.

"Eileen will talk about herself as an actress and how it was working with her two sons, but she will not talk about Madonna," said an Orion Pictures spokesman on behalf of Ryan. "At Close Range," starring the two Penn boys and their mother, is an Orion release.

The movie, a true story about a father who tries to kill his sons because they know too much about his criminal operations, features Ryan as the boys' grandmother. It's a small part, one that many experienced actresses might disdain. But it gave her a chance to restart a career that has been on hold for 25 years.

A Broadway star in her youth, Ryan retired to raise three sons--Michael, 27, is a musician; Sean, 25, and Christopher, 20, are actors. Although this was her first official acting appearance with her sons, she did have a part in one of the home movies Sean and his pal Emilio Estevez used to make. "I was a background mother screaming from the kitchen," she says.

Her "At Close Range" grandmother looks old, tired and worn-out. "Right away I understood the character," she explains. "I've known these women who've had very hard lives and very little joy or sense of fun."

Ryan, 59, does not fit that description. She talks fast and is full of wisecracks. Her pink blouse, black cotton trousers, a casual black jacket and white boots are decidedly ungrandmotherly.

"Jamie ('At Close Range' director James Foley) and Sean, who are best friends, thought I'd be perfect for the part," she says. "But I insisted on reading. I wanted the producer to be convinced too."

Not easily led, Ryan has always done what she thought best. "I don't think anybody could have felt stronger than I did about controlling my own destiny," Ryan says. "I've always felt I was captain of my soul.

"When I first came to Hollywood, I was getting leads on 'Bonanza' and 'Twilight Zone.' Once when the casting director didn't think I was quite right for the role, I remember saying, 'I really don't think you can afford me for this.' Then I walked out.

"My agent almost had a fit. Later he called and said, 'Eileen, they came up with the money.' You have more guts when you don't care."

Ryan grew up in New York City, one of three sisters. "When I was six I remember beating up all the little boys in my apartment building so they'd be in my plays," she says. "We'd perform in the courtyard, and people would throw coins on top of our heads."

She got a college degree before officially becoming an actress at 21. Nine years later, she met Leo Penn in a Broadway production of "The Iceman Cometh." (She played Cora; he took over Jason Robards' role.)

Eventually Ryan gave up her acting career "to be a mother 300%," although for a brief period she did try combining the two. "Leo stayed home and took care of Michael when he was two months old," she recalls. "I was out of town and all I did was cry. That made it very clear to me that I wanted to be home with the kids.

"When John Frankenheimer called me for the lead in a big movie, I was pregnant with Sean. I said no." She has worked only sporadically since, using her energy to paint, decorate, raise children and give dinner parties.

"If guests didn't like my kids expressing themselves," she recalls, "they wouldn't be invited again. In that sense, I trained them to act. They're certainly not inhibited about expressing themselves."

Ryan says she has learned a lot from her children. "I've had wonderful reviews in my life. I think I was talented, but I was never as courageous as my kids. From them I've learned to have more courage--not in a room, but with creative choices.

"I don't know if I'd have gotten this far with my writing without what they'd achieved. I'd probably have just pulled back and watched." Ryan has spent the last two years writing a script, recently optioned by Sheen/Greenblatt.

"It's a mother-daughter story," she explains. "The daughter is in her 40s. Diane Keaton would be terrific in the part. The mother is in her 80s. They never got along. It's about the mother coming to live with the daughter and the effect it has on the family. The characters are wonderful, if I do say so myself.

"It's not something I wrote to sell. I needed to write this, but I couldn't do it till my mother died. It's autobiographical. My mother and I never got along. She was a character and very outspoken. One of 13 in an Irish family, she grew up on a farm in Upstate New York. She was a nurse, a teacher and an alcoholic. My father was a New York Italian dentist. All those people are in my script."

Having lived through the mother-daughter relationship once, Ryan says she's glad not to do it a second time. "I've just loved being the mother of three boys. I had natural childbirth. If I'd had a girl, I would have said to the doctor, 'Push her back in.' "

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