Young women who at 12 or 13 say they hate the way they look and feel depressed and worthless—I find that unforgivable," says actress Sally Field. Those feelings aren't altogether unfamiliar to Fields, now 54, whose round, expressive face has smiled and pouted through dopey sitcoms, major Hollywood films and, starting Nov. 16, a three-episode stint on ER (with an additional three shows next May). "I'm not any different than most of the rest of the women in the country," says Field, "always wishing I was more of something else. But now in my 50s, what I'm finding is one of the good things—and there are good things about being in your 50s—is that part of you says, 'You know what? That's not what I am. I have worth.' "

The actress recently added a major midlife accomplishment to her two acting Oscars (Norma Rae and Places in the Heart) and Emmy (Sybil): her feature-film directorial debut, Beautiful, starring Minnie Driver as a driven beauty contestant. But this fall Field, who has been matter-of-fact in discussing the paucity of roles for middle-aged actresses, was back in front of the camera. At the personal request of ER executive producer John Wells, she agreed to play the estranged mother of medical student Abby Lockhart (Maura Tierney).

Even though Field is "one of the most talented actresses of all time," according to ER's Erik Palladino (Dr. Malucci), this was no grande dame in scrubs. "She was a little shy at first," says Palladino, but she soon thawed. "She was funny, sarcastic and charming." When he asked if she would pose for photos with his brother, "she was like, 'Totally. Sure!' "

That lack of pretense doesn't surprise contractor Steve Craig, 55, her first husband and father of her two oldest sons, Peter Craig, 31, a novelist, and Elijah Craig, 28, an actor. "I've known a lot of people who became celebrities and became a little self-absorbed," says Craig, now remarried and living in Eugene, Ore. "It hasn't struck Sally as much."

But there has been a price to pay in that decades-long search for worth, as Field worked hard to shed the girlish perkiness of her flimsy early roles (TV's Gidget and The Flying Nun). She also dealt with the derailment of a high-profile romance with Burt Reynolds and a second marriage, to producer Alan Greisman, father of her youngest son, Sam, now 12. Audiences always remember Field's emotional gush ("You like me!") when she accepted her second Oscar in 1985. Yet today, "I don't see her as extraordinarily happy," says Craig, who has known her since they were teenagers dating in Southern California. "I see her as competent, fighting, doing the right thing. She's not the girl who got excited about things. Now she is determined about things."

One of her goals is simplifying her life. Despite friends like Kate Capshaw and Tom Hanks, Field avoids the Hollywood scene. She lives in a modest three-bedroom house in L.A.'s Brentwood and keeps her small, 5-ft. frame a slim 100 lbs. with rigorous exercise. Not currently dating, she has said she feels no pressing need for romantic intimacy, preferring to focus on raising Sam. "Sally certainly doesn't seem now like she wants to share her life," says Craig. As she herself put it in 1996, "There's something unnatural about [couples] sleeping in the same bed, dressing in the same closet, sharing everything."

In fact, one longtime friend wonders if Field hasn't gone too far in seizing control of her life—and Sam's. "She's a good mother," says the friend. "She's just a strong mother. Regularity of schedule. When you get up. What you eat. Actually, when and what and where you eat. She keeps things neater, cleaner, obsessively so. She wants everything really organized."

Maybe she's just trying to maintain a dam between herself and waves of unhappiness. In the past Field has admitted not only to problems with anxiety but, in the days of The Flying Nun (1967-69), eating disorders. "I'm much darker than people suspect," she once said.

Stronger too. "I don't think anything can discourage her," says actress Shelley Morrison, who plays Rosario the maid on Will & Grace and was once Field's sassy sidekick, Sister Sixto, on Nun. Morrison, for one, is sure Field can handle the fact that Beautiful wound up being trounced by critics and ignored by audiences when it was released in September. "Like the phoenix, she'll rise out of the ashes," adds Morrison. Field very much wants to keep directing. "If I could just get good enough," says Field, whose first stab was the 1996 ABC movie The Christmas Tree. "It's like just outside my reach."

Striving is nothing new for Field. The daughter of a B-movie actress, Margaret Field (who was divorced from Field's father, pharmaceuticals salesman Richard Field, in the '50s), Field was only 18 when she became a star as TV's all-American girl Gidget in 1965. She resisted her next series offer, the inane Flying Nun. But her stepfather, Jock Mahoney, a bullying heman actor and occasional movie Tarzan whom Steve Craig calls "a buffoon," warned her she might never work again, so she agreed to be hitched to wires to simulate flight and wear a 6-lb. headdress. ("At the end of the day," says Morrison, "your neck muscles would be killing you.") During the show's run, she married Steve Craig and had her first child, Peter. "She wanted that baby so much," says Morrison.

She also craved respect. In a 1998 Good Housekeeping interview, Peter could remember his mother, stuck in a TV role she thought demeaning, coming home and punching the walls in anger. Once, Field recalled in that same article, she was so frustrated she took a hammer to a malfunctioning dishwasher and "ended up just beating the crap out of it." She finally got serious attention as an actress when, after intensive training at the Actors Studio in New York City, she won an Emmy playing a young woman with 16 personalities in the 1976 TV movie Sybil.

The male personae in her life were multiplying too. After Field and Craig split up amicably in 1975, she moved on to a bumpy five-year relationship with Burt Reynolds, Field's costar in four movies, including the colossal hit Smokey and the Bandit. "I was the dumbest [jerk] ever to walk away from her," Reynolds told PEOPLE in 1996. But the relationship had already gone belly-up in the fish-bowl of public scrutiny. "I'd be on location filming a movie," Field said in a 1998 interview, "and he'd be on the Today show saying, 'Well, you know, Sally and I had this fight....' And then they'd come to me for a response."

Her second marriage, to producer Greisman in 1984, was considerably more discreet, even as her star in Hollywood continued to rise. Seven years after the birth of Sam in 1987, however, the couple divorced—in part, Steve Craig reasons, because of Field's growing need for solitude and independence. She hasn't been seriously linked to anyone since, saying she is satisfied being the mother of three sons. "That's one of the reasons she can be without someone," says Craig. "She makes herself so much a part of their lives."

As an actress, at least, she continues to figure in the lives of millions: She'll play Heather Graham's manipulative mom in the upcoming comedy Say It Isn't So, then show up on TV again in December as Aunt Betsey Trotwood in TNT's David Copperfield. And, she hopes, there'll be other projects to direct. "The plans for the future," she says, "are to keep going and learning and getting better and stronger." She means work behind the camera, but that probably goes for her direction in life too.

Tom Gliatto
Michelle Caruso and Elizabeth Leonard in Los Angeles

  • Contributors:
  • Michelle Caruso,
  • Elizabeth Leonard.