Would she marry the boy? Or have a career? Oscar-winning actress Ellen Burstyn looks back on her tug-of-war with the studio over the ending of Alice Doesn't Live Here Anymore, and the brilliant, unexpected solution that signaled a seismic shift in the way Hollywood—and the country—viewed women.

During the filming of The Exorcist in 1973, Warner Bros. screened the dailies and sent a message through my agent that they would like to do another movie with me. They began sending me all the scripts they owned that had any role I could conceivably play. Reading these scripts was an education. Every woman in them was either the victim, the understanding wife of the hero who was out saving the world, a prostitute, or some other style of sex object. There was no script where the woman was the protagonist.

Stories were about men, and women played a role in the man’s story. But this was not what I was seeing all around me. There was a movement, an energy igniting the consciousness of men; it was flowing through me as well, and I wanted to make a move about that.

It was my agent, Tony Fantozzi, who found Alice Doesn’t Live Here Anymore, by Bob Getchell. We sent it to John Calley, the head of production at Warner’s. He liked it, too. There was only one snag. David Susskind had an option on it, which meant we couldn’t buy it from the writer. Susskind, whom I knew slightly, had a reputation for being difficult to work with, and I wasn’t particularly eager to go into business with him. So Tony called him and said, “I represent Ellen Burstyn. She’s interested in doing Alice Doesn’t Life Here Anymore.”

“No, I’m doing this movie with Anne Bancroft, “ Susskind said.

“We have a green light from Warner’s to make it with Ellen Burstyn,” Tony said.

“That’s what I said,” Susskind answered. “We’re making this movie with Ellen Burstyn at Warner Bros.”

John Calley asked me if I wanted to direct it myself. I wish I’d said yes, but I just didn’t have the confidence. Instead, I told him I wanted “someone new and exciting.” I called Francis Coppola and asked him if he knew a director who fit that description. Francis told me to go see a not-yet-released movie called Mean Streets, directed by Martin Scorsese. I sat in the screening room in awe of the raw talent of the director, as well as its two unknown actors, Robert De Niro and Harvey Keitel. But there was only one girl in the film, and she had a minor role.

I asked for a meeting with Marty. I sat in John Calley’s office at Warner’s, and in walked this short, bush-browed, high-strung New York Italian guy. He had a nervous laugh and an air of discomfort about him. He perched on a chair. I told him how much I liked his film, than I added, “But I want my movie told from a woman’s point of view. What do you know about women?”

“Nothing,” he said pleasantly, “but I’d like to learn.” His intelligence beamed through his face. We went to work.

Alice Doesn’t Live Here Anymore is the story of Alice Hyatt, who lives in Socorro, New Mexico, with her surly husband and young son, Tommy. She tries to please her husband every way she can, but he will not be pleased. He is killed in an accident while driving his truck, leaving Alice with very little money and the care of her son. Improbably, she decides to resume her aspiration to be a singer and return to her home in Monterey. She and Tommy set off for California, with Alice trying to pay their way by singing in small clubs. She manages to get one job, and has an affair with a man who turns out to be married and violent. Alice and Tommy flee to the next town, where the only job she can land is as a waitress at Mel’s Diner. While working there, she meets David, the owner of a small farm, and they fall in love. Now Alice must choose between marrying David and abandoning her dream of returning to Monterey to become a singer, or leaving him and moving on toward her goal.

Marty agreed that we should have as many women in positions of authority as possible. He hired my friend Toby Rafelson as art director, a rare title for a woman in those days. Then he hired Marcia Lucas (George Lucas’s wife) as editor. I told Marty that I wanted to do my own singing and piano playing, and lined up teachers. Meanwhile, we started casting. I read with everyone who auditioned. We picked Kris Kristofferson to play David. Marty also cast (as Alice’s friend Flo) my old friend from the Actors Studio, Diane Ladd. I wanted a level of reality throughout the film that I knew actors trained by Lee Strasberg would be able to achieve, so six other members of the studio, including Harvey Keitel, were cast. And on January 3, 1974, we found a wonderful young actress to play Tommy’s friend Audrey. Her name was Jodie Foster.

One of the tasks of adulthood, in my view, is to look at what has been laid down in our brains early on and decide whether we want to keep that as part of our worldview. Certainly anything that got programmed as a limitation of our possibilities needs to be examined and consciously kept or ejected. For instance, I was in the glee club as a schoolgirl and was often asked to sing solos. When I was around 12, I decided I’d lie to take lessons and perhaps pursue singing as a career. I told this to my mother, who said, “Let me hear you sing.” I went to the piano in the dining room and opened the sheet music for “If I Loved You.” I played the opening chords and sang the first line. From the kitchen came my mother’s voice: “Awful!”

That was it. I couldn’t carry a tune after that. My ear went dead.

One of the things I wanted to accomplish in Alice was to reawaken my ability to sing. I didn’t have to be great. Alice wasn’t a great singer. I just wanted to be able to stay on key and deliver the song as best I could. I worked on it for months. The final recordings were a patch job of different takes of my own singing and piano playing. I did it with a lot of help and augmentation. But I did it.

We had a terrific, funny, dramatic script, but Marty is the kind of director who likes to see what the actors can bring to it through improvisations. We rehearsed for two weeks, fleshing out the characters and the text, and finally encountered the one big problem—the ending. I wanted Alice to pursue her dream. In the original script, Bob Getchell had Alice marry David. That struck me as a conventional “happily ever after” ending that ought to be changed. When the rewrites came in, I got a call from John Calley at Warner’s, who said in a friendly tone, “I like all the changes in the script except one, the ending.” I explained to him my reasons for Alice not surrendering her goal to “the man.” John said no. “This script can’t have an unhappy ending,” he said. “We already made a movie last year with an unhappy ending, Scarecrow, and it didn’t make any money.”

“Wait a minute,” I said. “Are you telling me that if she winds up with a man, it’s a happy ending, and if she doesn’t it’s an unhappy ending?”

‘What I’m telling you is that if she doesn’t end up with the man, we ain’t making the movie.”

That was not a friendly tone.

“Oh,” I said.

So Marty and I agreed that this was our big challenge. How do we have Alice move out of her husband’s house (the very meaning of the title), hit the road, encounter an even more violent masculine figure, learn something about herself—who she is, what she wants—and end up in another man’s house, without compromising the integrity of our work or what we were trying to say about a woman’s search for independence?

The ending got rewritten and rewritten and we just couldn’t get it. Finally, it was the day before we were scheduled to shoot, and still we had no scene. We were doing an improv, trying to find a way I could give up my dream of going to Monterey and still have it be a good thing, not a surrender to patriarchal values, when suddenly Kris Kristofferson, playing David, said, “Come on, I’ll take you to Monterey.” It was like the room was suddenly filled with sunshine.

‘You will?” I said, feeling a smile break out on my face.

“Sure, I don’t give a damn about that ranch. Come on.”

We had broken through. We’d found the change in consciousness that everything in the movie was leading up to. The man was willing to support the woman in her aspirations. What she wanted was important enough for him to make a sacrifice. What a concept! Notice that I hadn’t come up with that solution—“the man” did. Kris had to release me/Alice from the bondage of the old way of thinking. Thank God for Kris. He was smart and awake enough to see what Alice—and I—needed.

This was a very powerful lesson for me. I was the shepherd of this film. I use that metaphor because there wasn’t a title for what I was. I should have been executive producer. That’s the title I would have gotten if I’d asked for it, but I didn’t ask. “Oh, I don’t need credit,” I demurred. “My acting credit is enough.” If I’d been executive producer, I would have been part of the deal when Alice was sold as a television series and had a piece of what John Calley told me were the 'megamillions’ Warner’s made. So I was an actress in a film that I had brought and sold to Warner’s, and I had hired the director. That’s what a producer does. Why didn’t I ask for credit? I was asleep to who I was and to my value. I was getting this move made about a woman awakening to the process of living her life as a primary, not a secondary, person. I was in the embryonic stage of giving birth to my own self, but it still would not have occurred to me that a man would suggest changing his life to support the woman’s desires. After all, she was only a woman.

I had asked Marty what he knew about women, and he’s answered, “Nothing, but I’d like to learn.” Well, me too.

Reprinted from Lessons in Becoming Myself, by Ellen Burstyn with permission of Riverhead, a member of the Penguin Group, USA. Copyright © 2006 by Ellen Burstyn