Ed Burns was the first big wonderkid to come out of the Sundance Film Festival.

In 1995 his $25,000 "The Brothers McMullen" took Park City, Utah by storm, getting picked up by Miramax for distribution and grossing more than $10 million upon it's U.S. release.

Three years later, Burns is touring to promote his first drama, "No Looking Back," another working-class tome about a waitress barely holding on to her dreams while two men compete for her heart.

A much more mature effort than "McMullen" or 1996's "She's The One," this sad but uplifting, slice-of-life picture is surprisingly (for a guy who writes beer-swilling brother movies) from a female point of view. Lauren Holly stars in what could be the role that frees her from being cast as The Girl in comedies. Burns plays the drifter ex-boyfriend who returns to her rundown home town to win her back. Her marriage-minded, nice guy fiance is played with unexpected sincerity and talent by former feather-haired rocker Jon Bon Jovi.

SPLICED talked to Burns on a publicity stop in San Francisco.

SPLICED: When I talked to you in 1996, you said you were working on a script, but you wouldn't tell me anything about it. Was this the one?

Ed Burns:This was the one, yeah. Did you get to see it yet?

S: Yes. I saw it last night. I think it's your best picture yet.

EB: Oh, thanks!

S: I was really impressed. I knew exactly where the story was going the whole time, but I really enjoyed the journey.

EB: Oh, you knew that she was going to get out on her own? (sounds disappointed)

S: I guessed. But I enjoyed the journey, the sense of place, and Lauren Holly -- who I have always thought, from back all the way to "Dragon" (in which she played Bruce Lee's wife), had great potential. I mean, she's funny in the comedies that she did, but I knew that she did...

EB: She's got real chops!

S: I knew she could do really powerful stuff, and this was the opportunity.

EB: Yeah. With the film...I mean, just cinematically, it was a big thing. I mean with "McMullen" -- you can't count "McMullen" because that was just put the camera on the sticks and capture an image. You know? And the first two films were just so talky that I knew I needed to take a step and a filmmaker and try to tell the story cinematically, with images. I think we definitely did that. My DP (director of photography) and I sat down and the overall look of the film, the lighting -- that blue and dark look that we went with -- and then just very subtle camera movements. I'm starting to move the camera more, and montage. So it was definitely a big step for me as a filmmaker in that way.

S: And as a writer?

EB: As a writer -- you know, comedy is fun, and it might be harder, but it's less satisfying. Writing comedy you can exaggerate situations, and even if you have a scene that's not working, if it's funny in the end, if you've got two funny lines in it, it works. In a way, you can be dishonest. But in this film, there's no room for that. This had to be completely authentic. You had to buy every moment that these characters are going through, or you lose it. So...I don't want to say it's easier, but it's much more satisfying than writing a comedy.

S: Was is hard for Ed Burns to sell a drama?

EB: Nobody wanted to make this film. We originally wanted to make it for like 12 million, because we wanted shooting days. We made the film for five million and, damn, you know when I made "McMullen," I thought if I had five million, I'd have all the money in the world and I could do whatever I want. Five million dollars gave us 35 days, which is not enough time to make a movie. So you're running and gunning constantly. Constantly looking at how we could save money.

Like we couldn't afford to shoot in a supermarket. We couldn't justify what it would cost to rent out a supermarket for a day, so that scene we had to pull out. But it turned out to be a blessing that we didn't have the money, because it turned into the circular dolly scene where Bon Jovi and Lauren are in the ball field, with those great clouds.

S: Oh, yeah. Yeah.

EB: So sometimes not having the money is a blessing. I mean, (only $5 million), and it's the most personal film I've ever made. The one that's closest to my heart.

S: I got that. I knew from interviewing you before that you'd grown up in a real blue collar neighborhood and it really felt like each of the three main characters felt frustrated with where they were stuck...and they were stuck.

EB: That's the think I was trying to look at -- dreams. They all have these different kinds of dreams. Bon Jovi's dream is a simple dream. I took this from one of my friends. He'd just gotten a job with benefits and now that he's got the benefits was ready to ask his girlfriend to get married, and couldn't wait to buy a house and have a family -- and the guy couldn't be happier. And I thought, wow. I mean, if you're sort of a careerist you might think that's simple, but the guy is happy. That's an honorable, good life. So I wanted that character.

But at the same point, he's trying to force that dream on Claudia. But when she looks at her mom, when she looks at her sister, when she looks at him, she knows that's not the life she wants.

I didn't want to give her the Hollywood dream. She wasn't going to off to L.A. to be a model or an actress. She wasn't up at night writing the great American novel. She wasn't a painter or poet. She didn't even want to go and open up her own diner.

So I guess that coupled with my being a huge Springstein fan, and years of listening to songs about getting in your car and taking off out of town, I thought, you know, that can be the dream.

S: What had you seen in Holly that made you think she could do something this serious?

EB: Well, I had only seen her in "Sabrina" and "Beautiful Girls." I liked what I had seen in those two films, and a friend of mine had told me almost what you said, that he'd worked with her and she's got the stuff but she hasn't been given the opportunity to sink her teeth into a real role.

Also what I was looking for with all of the actors was I wanted people who came from the East Coast. I didn't want to hire anybody from Los Angeles, because there are just certain inflections in the cadence of the speech and mannerisms that are just a little different. It was something I didn't want to have to teach.

And I wanted people who had come from -- hopefully -- small towns, who kind of knew this experience and knew these characters. You know Jon is from Sayerville, New Jersey, and Lauren is from this tiny town in upstate New York and had actually worked as a waitress in a shit bag diner.

S: By the way, simple thing, but that shot of her filing her nails, looking over at the aged waitress also filing her nails -- that was beautiful. That was the whole story in a nutshell.

EB: Well, I can't take credit for that. I had written a scene that was similar to that -- I can't even remember what I had -- and Lauren actually said, "Why don't you have me filing my nails? Because that's something a woman would do if she has some down time. I can look over at the other waitress and she's doing the same thing?" And I said, "Brilliant."

I had asked her and (co-star) Connie Britton to give me stuff like that. People are people, and I think I can write emotionally what a woman is going through, but it's those sort of little subtleties that there's not way I would know.

S: And what about Jon Bon Jovi? I was kind of surprised to see him in somthing dramatic. I was surprised to see him act so well, quite frankly. What did you see that made you think he could do it?

EB: I was having such a tough time casting the part, and his acting coach, who is a friend of mine, kept telling me, "Look, Jon's good. Give him a shot." And the fact that he was from Jersey, you know, he grew up in a town identical (to the one in the film). So I said, alright, let's meet.

He came in to audition, and the one great thing about Jon is that he doesn't try to act. He doesn't feel the need to do stuff, which was perfect for the character. He's very slight and there's a nice subtlety, not too agressive, which is what I needed for the character. Like that breakup scene at the end, where he can't even look at her.

S: So what do you think is the deal with all these working class Joe movies? I mean, we got "Good Will Hunting," we got those three "doesn't it suck to be working class in England" movies -- "The Van," "Brassed Off" and "Full Monty" -- suppose that has anything to do with "McMullen" or did it start before that?

EB: Hmm. The "McMullen" influence. I hadn't thought of that. (laughs)

I don't know. I dug "Good Will." I mean, I really liked that. But I don't know. Maybe everything just sort of comes in cycles. During the '80s nobody seemed to give a crap about ever telling the story -- or even until the mid-'90s -- working class America had just sort of been forgotten about. The white working poor, if you will, is just a group that nobody was telling stories about. For me, it's just this is what I know, so this is what I write about.

S: Do you think it could be in part the surge of independent film, with struggling filmmakers telling their own stories?

EB: Well, I get beaten up by the independent film community for my films. I forget the guy's name, but somebody said my characters aren't worthy of the independent spirit. That they're too regular. That the independent films should cover people on the outskirts of society. So I don't know if it's an independent thing.

S: Well, independent film should have a much broader definition than that.

EB: I have no idea what it means. I could care less about being a part of the independent film community.

S: You're just making movies.

EB: Exactly. I look at Spike Lee, Woody Allen, Scorsese, all guys that make films for studios and are the three most independent film makers out there. I guess the Coen brothers are in there, too. You know, guys that write their own stuff, have a singular voice and vision, final cut, make their films uncompromising. Who give you your money, who distributes -- I mean, come on. Miramax? Is that independent film? They're owned by Disney! I'm sure Harvey Feinstein has more input that any studio head on somebody's film.

S: Now, about the characters you play in your films. Do you just like playing the bastard?

EB: Well, I don't think...The "McMullen" guy was definitely a bit of a bastard. But I think Mickey (in "She's the One") was a decent enough guy.

S: But they're guys you wouldn't trust that much.

EB: Yeah, yeah. Well, certainly Charlie was the most fun to write and even more fun to play. When I gave my friends the script, people just assumed I'd play Michael, the nicer guy that has the girl. But I wanted to...Charlie came from...he's sort of a composite of two guys in my neighborhood.

When I was in high school, I pumped gas at the Exxon station in my neighborhood. There was a guy who was probably about 28 years old, he drove a beat up hot rod, he had girls all the time, drank beer all day long, getting into fights.

But you know, when you're 17, you look up that this guy like "Man, he's cool!" I thought he was the man. But looking back, the guy's 28 years old and he's still pumping gas, he's still chasing after high school girls, but he still thinks he's cool. And that's sort of sad. And that's sort of where I came up with Charlie. Those guys that are sort of living that bizarre, extended adolescence.

S: Quickly on another topic: "Saving Pvt. Ryan." How did you like working for somebody else for a change?

EB: I loved it.

Well, first, you're working with Spielberg. I spent three months looking over his shoulder. I'm at the ultimate graduate film school. At lunch I got to listen to him talk about why "The Godfather" is great. You know, these ultimate film seminars every day at lunch.

But as far as the process, it was great. It was nice to have less responsibility, to only have to worry about my lines. I mean, we had weeks where we were shooting these battle sequences. We'd have one line a day, like "Charlie, pull up the rear!" or "Cover the left flank!," you know? So basically you're just kind of hanging out in a World War II uniform, shooting a machine gun, running around.

S: I can totally see you geared out for World War II.

EB: Oh, yeah.

S: I can see you smoking the Camel backwards to burn off the logo and the helmet...

EB: I was the cigar guy.

S: Oh, there you go.

EB: Everyone else had cigarettes and they wanted to have different props, so I volunteered for cigar duty.

S: You a cigar kind of guy?

EB: Well, not really. I don't smoke cigarettes, so I figured I'd do the cigar since everyone else smoked butts. The problem with the cigar is, you know, you do 20 takes of a scene, you're smoking 20 cigars. By the end of the day, your mouth tastes like ass.