Talia Shire almost picked up an Oscar as Best Actress for "Rocky," and she's recreated that role in the sequel, "Rocky II."

As I approached her hilltop house in L.A.'s San Fernando Valley, only her dog's deceivingly ferocious barking disturbed the calm. Wearing a pin-striped shirt, jeans and sandals, Talia Shire was a fetching study, more relaxed and voluble than her public appearances had suggested.

While I settled on the courch in her library, the petite actress slipped into a tiny chair that seems designed only for a child. Her admiration for her therapist -- and her fascination with her role as a participant-observer in the therapy process -- fueled an energetic discussion of her experiences. Talia Shire:

About seven years ago, after my marriage, I was having a sleep problem. Essentially, I was going to sleep a lot. And this seemed peculiar to a friend of mine, who suggested I call up a clinic in Los Angeles that has a bunch of good psychiatrists.

My family is very wary of psychiatrists. I think the hardest thing I had to fight constantly was my family's notions of what the therapy situation was, their paranoia. I was the baby of the family, and actually, even though I'm only seven years younger than my brother Francis [Coppola], I'm like generations younger.

I loathe Freudian therapy . . . I wanted another kind of therapy, and I got it. It was more eclectic. It was based more on a kind of love relationship between the two of us, and it was very fast. I was there about once a week for 2 1/2 years. In and out. And he's still my dear friend.

Originally I went to him wanting him to make me a good wife, make me efficient, make me an executive in my house. I had just gotten married, and I had no idea how to run a house.

But he didn't work on making me a good wife. He did a wonderful thing. He tricked me. Instead of our talking about it, he would play tapes of scenes from plays that dealt with marriage, using plays and actors that I respected, like T. S. Eliot's "The Cocktail Party." So what he did was make me love acting all over again.

I told him I couldn't act because I had terrible stage fright. He said, "Well, I'll go with you to an audition." He said, "If you were afraid of airplanes, would you want to spend 10 years figuring out why, or would you want to go up for a 15-minute flight and then work you way up to being able to spend longer in the air?"

And then he said, "Do you want to spend 10 years trhing to figure out your stage fright, or go audition for some crummy thing and get it over with?" I thought it was such a kind thing for him to offer to come along to an audition that I went to one without him.

I was making changes in my life and I was getting a little scared. Part of my dilemma was that I was afraid of taking action, because every time I did, things happened. The way I was brought up it was difficult for me to understand that if I was bold, had my own identity and took action, it didn't necessarily mean that I wouldn't also enjoy a happy marriage and being a mother. Or that the men in my family would abandom me or not love me.

In fact, the message that I had gotten as a child -- even though it was not given to me by my parents -- was that if you compete and do really well, you're being unfaithful to something -- whatever it was. It came a lot from the times. Girls were there to marry great men. You know what the myth is, that the woman is the muse. My mother seemed to devote herself to my father. So I picked it up.

I guess I picked up something also that my brother told me, which was that men are very, very vulnerable -- more vulnerable than women. He said you must be kind to them, never hurt them. If they need a lot of ego stuff, he said, it's because they're not nearly as strong.

I was really very well loved in my family, deeply loved. I had the golden childhood from 1 to 5, and apparently that is a critical period, as it's when you're given your world view.

I wanted to be sick and crippled, because that would have relieved me: I wouldn't have had to do anything. But I discovered that I had always been given a lot of love and was healthy, and there was no way I was going to get out of being a person who would have to take responsibilities.

It took the therapy for me to realize that the bizarre way I had rerouted my energy -- by sleeping -- wasn't working, and that it was also a big lie for me not to compete with anyone in my family, which is what it was all about.

The reason I was always sleeping right after I got married, of course, was that basically I didn't want to deal with my particular dream as an actress. I wanted everything cut off. And my stage fright was all part of that fatigue thing.

After my baby was born, I was real depressed. He had a tremendous infection, and when I brought him home they told me there was a good chance he'd have palsy. It didn't happen. They also thought he might be deaf. He was not deaf either, but it took six months to find that out. It was really a grueling year in which I had to reexamine a lot of things about myself.

During my depression I went to my therapist again. I told him, "I feel like I've fallen from grace. I have not an imaginative thing in my mind." It was a loss of access to my creative energies. But not really. Basically it passes. But it took one whole year to do.

I told my husband, "This has been one of the major depressions of my life," and he said, "I really didn't notice."

We go through these cycles -- God knows what does it -- but they're incredibly creative times if you have the courage to ride them out.

I guess my point of view is that we're all victims here. I have this philosophical thing -- I've always had it -- that life is rough. And in my upbringing I never expected to be the queen of the world.

I think a lot of people who go into therapy go into it because they thought everything was orbiting around them, and therefore they're a victim. And I just automatically can tell yo, of course, you're a victim -- you're on this planet.

Life is very hard. It's based on releasing. You've got something nice, you're going to have to give it back. And that's all there is to it. You might as well roll up your sleeves and get to work. You tell me something is an obstacle, I tell you I will make it into an opportunity for growth and character-building.