Joyce Chopra made an autobiographical film once called "Joyce at 34" -- but she doesn't like to talk about herself. The director considers questions warily, with an air of held breath and earnestness, framing her answers as carefully as a president's press secretary. But ask about romance and for a split second her face relaxes, as she sorts through her memories to find one with a special feel to it, like an old love letter.

"My first lover was an older man by about 10 years. And he had a motorcycle and I found him very dangerous and very attractive . . ."

Then she pulls back, analytical again. "If you conduct a personal interview with women and men, you'll find that many of them will tell you their first boyfriend or girlfriend, first lovers, their first direct sexual experience in no way came close to their romantic daydream about how it was going to be."

At 48, Chopra is one of a handful of women directors who are making it. She comes of age with "Smooth Talk" (her first feature after a career full of documentaries), an adolescent rite-of-passage tale filmed -- for a change -- from the girl's point of view.

Virginity is a liability when you're a teen-ager, Chopra says. "I remember that vividly . . . I remember all my friends were not virgins. And I wanted to get it over with. I felt like I was out of it. It's a burden that teen girls carry."

Connie, the heroine of "Smooth Talk," is a virgin who wants to get it over with. Awkward and sullen at home, she's glamorous and outgoing with her girlfriends. Together they roam the malls in search of boys or meet them at the local drive-in restaurant where the older men -- high school graduates -- take them to neck in parked cars. It's all very sweet and comic till Connie is targeted for seduction by a 30-year-old smooth talker named Arnold Friend.

Of her choice of Treat Williams ("Prince of the City") for this mesmerizing role, Chopra says, "There's a quality Treat has that made me want him to do it. And when I met him I was just overwhelmed. He opened the door and he was wearing a baseball cap which made him look 18, but when you look below the baseball cap, he was a grown-up man."

The seduction scene, shot first on the 31-day shooting schedule, shows Connie, like a moth, looking out at Arnold through a flimsy screen door. Laura Dern, who plays Connie, sometimes calls it "a rape scene," but there is no explicit sex in it.

"Arnold really does not want to come into that house," Chopra explains. "He wants to get her out through the force of his person. That scene could also be described as a scene about power. I think his moment of climax comes when she walks out the screen door of her own volition."

The 19-year-old Dern found the scene painful, but Chopra's empathy helped her face her fears and conflicts. "Part of our bond is that we are both female," the actress says. "In 'Smooth Talk,' where the story is so central, she understood it so much better . . . A male director might know how to direct me as well, but he wouldn't understand me so well.

"Joyce was incredible because she represented my mother and she was a devil's advocate for me. And I was more able to open up in a sexual way to a woman. I could run up to her and ask, 'Do you remember the first time you kissed a boy?' "

"Smooth Talk" has been a considerable critical success, winning a Grand Jury Prize at the U.S. Film Festival, praise from Vincent Canby and a Rex Reed pan (a kind of prize in itself). And it's brought the director plenty of attention in Hollywood -- which is not, the Brooklyn-born Chopra says, where she expected to end up.

She graduated from Brandeis with a degree in comparative literature, a sure liability when it came to getting a job. Seemingly bent on avoiding employment at all costs, she went on to study acting at New York's Neighborhood Playhouse. In her early twenties and unable to type, she cofounded the Club 47, a Harvard Square coffeehouse that gave folk singers like Tom Rush and Joan Baez their starts.

Chopra started a Russian film series at the club, having become a buff while traveling in Paris (where she learned to say "film" instead of "movies"). Then she set out for New York, where she joined documentary filmmaker Richard Leacock as an old-fashioned apprentice.

"I never went to film school," she says. "I started as an editor, which is a really nice way to start in film. You can see how it's put together and curse those who shot it, but you never have to make that decision."

"Joyce at 34," Chopra's acclaimed independent autobiography, concerned itself with the crucial conflict between career and motherhood. "They're complicated problems that seemed overwhelming at the time . . . It was really hard becoming a parent in my thirties. It was a time when I was much more desperate about my own identity and my own career. I had this feeling I would be swept away into motherhood and lose myself completely.

"When I did that film I kept working because I was so afraid if I stopped working I wouldn't be Joyce anymore. I think if I had a child now I would take off two years and just give into it completely, because I wouldn't be afraid of forgetting that other side of myself."

Since then she has produced and directed other award-winning documentaries and the widely praised "Medal of Honor Rag" -- a Vietnam play written by her husband Tom Cole -- for PBS' "American Playhouse." The two are currently working on "The Woman Warrior," a play adapted from the work of Maxine Hong Kingston.

She is also considering a major motion picture, but worries about maintaining an auteur's identity. Mentioning Fellini, Bergman and Woody Allen, she notes that "the true individual artists are the ones who are able to keep their teams together. But in Hollywood you're supposed to be ashamed of it if you work with people again."

Cole wrote the screenplay for "Smooth Talk," making the production a family affair. And their daughter Sarah, born 14 years ago when Chopra was 34, joined her mother on the set. Sarah is one of the few subjects Chopra warms to: "My husband and I both listen to her a lot. She's a full member of my family."

Chopra and Cole fleshed out the Joyce Carol Oates story that was the basis for the film ("Where Are You Going? Where Have You Been") with incidents from their lives -- "the more harmless domestic stuff," says Sarah. A hugging scene, in which daughter Connie rejects mother Katherine, hit closest to home.

"I'm very close to my daughter, as I think Katherine was close to Connie," says Chopra. "I wanted to embrace her one morning and kiss her on the head. She said, 'Please don't hug me. I'm not your property and you feel free to kiss my shoulder and my head' . . . And I was heartbroken. And I said mean things to her. We worked it out. She is right. We have to know when to stop. We treat our beloved children as objects. We just want to pick them up and kiss their hand."

Sarah, who looked over her mother's shoulder in the editing room, is a complete fan. She says Chopra "is a person who really looks at things from other people's point of view. Even though we have fights, I feel I can tell her everything. She doesn't want to condemn me.

"She really remembers when she was a teen-ager. A lot of other teen movies look on teens as a foreign species. But watching this, I feel like I've lived somebody else's life. I'm not sure if she makes films as a mother or is a mother who makes films."

Mother definitely remembers just how it was: "I never want to be a teen-ager again."

* Chopra's documentary training gives "Smooth Talk" its fidelity, its eerie familiarity. "When you decide to do a documentary, suddenly the whole world is about that subject," she says, "so knowing that we were writing a script about teens, I suddenly observed all their behavior. I observed that they always tend to be in groups of three. In the original story, there's only one. There's a truth to the trio.

"There's safety in numbers. There's a dynamic. There are cliques that form. You might have your best friend but there's always a third one hanging around.

"We also interviewed some 15-year-old girls and asked them . . . how could they shop all day without being bored? And, of course, they said we don't shop. We scope guys. They described to us what we put into practice. They go to the mall, they get bored, they all want something to happen and they pick out a guy, and track him all day through the mall."

The movie's trio of teen-agers are three bright, shiny new blonds, constantly scolded by tired, middle-aged mothers who drop them off at the mall. Connie's mother's subconscious jealousy becomes a second focus for the film, a painful factor in the fracturing relationship between mother and daughter. Katherine, dumpy in a quilted robe, confronts Connie, radiant in a pink kimono. The breakfast dishes are the issue, and Katherine is enraged.

"We were rehearsing that scene in the motel. Mary Kay Place (who plays Katherine) and I were there and Laura arrived. And Laura looked gorgeous that morning," Chopra remembers. "Mary Kay and I started saying, 'You little stinker, you little bitch, here we are getting old and you're looking so beautiful.' And we just started laughing at ourselves, talking about those feelings."

As a feminist, Chopra says she is always interested in women's stories -- but she doesn't like the label "woman director."

"I laugh when I meet men in the industry who all want to talk to me about the women's question. It's like my meeting a black person and wanting to talk about racism. May the day come when you interview me and we don't bring up the fact that I'm a woman.

"I don't know when that day will come. It'll be news in this week's paper."