San Diego — One actor speaks. The other listens. They talk back and forth through a scene. But D.J. Sullivan's teaching a class on "overlapping dialogue," where the actors should jump on each other's lines. For Sullivan, the scene did not go well.

"Hold it," she says, rising from her chair with a firm smile. "You're too polite to each other. Offstage, you interrupt people all the time. Then you do a scene and ping-pong: I speak; now you speak. Be less polite! And don't worry. People will hear what you're both saying. They're used to it from real life."

The actors try again, intruding here and there. The exchanges acquire jagged edges. The scene comes to life.

"Very good!" Sullivan smiles. "So much dialogue is delivered abstract and stiff," she tells the class. "Once you get a feel for it, you'll love overlapping."

And D.J. Sullivan loves teaching actors. She's been doing it for 40 years in San Diego: four decades of ongoing classes.

A working actor in movies, TV, commercials, theater, she didn't see teaching in her life-script in the fall of 1967. Then she got a phone call on a rainy Saturday. "I don't know who you are," said Don Ward of San Diego Junior Theatre. "Pat [McCune, a SDJT teacher] recommended you. Could you come here right now -- and bring some plays?"

Sullivan sped down rain-slick streets. When she reached the Puppet Theatre in Balboa Park, half the students had scattered. She had those that remained read scenes. After class, Ward told her it was the teacher's second no-show. His son Kirby was in the class and liked Sullivan. "The job's yours if you want it."

Sullivan took it, convinced "this isn't going to last."

She taught at Junior Theatre for 17 years. In 1977 she opened the D.J. Sullivan Workshop, which is still going strong. She can't estimate how many students she's had -- "I don't think in terms of numbers" -- but it's easily several thousand. Like many who grew up before television, Sullivan listens to it, as to a radio, while doing other things. She'll hear a voice that sounds familiar, look up, and recognize a former student. "Not a day goes by when I don't see one on TV."

Or a local stage. At New Village Arts's recent Crimes of the Heart, Sullivan's students included Jessica John, Amanda Sitton, and Daren Scott (who, as an 11-year-old, lied about his age so he could attend Junior Theatre's 14-17 age group; Sullivan thought, "This kid wants to learn" and admitted him). Her pupils, former and current -- and adamantly loyal -- insist that she brings two qualities to her work: she's an inspiring teacher and has a lifetime of experiences as an actor. She knows, in other words, how it feels to be auditioner #476 on a Friday afternoon in L.A.

She played a woman seeking a birth certificate in the famous "Who Shot J.R.?" episode of Dallas. Since the ending was so hush-hush (they filmed three different versions), Sullivan had to sign a paper promising she wouldn't tell.

She played Robert Blake's landlady in Baretta, which ranks as her least favorite acting experience: "The make-up people said, 'Don't talk to him; don't look at him; he fires women all the time.' "

She did all four Attack of the Killer Tomato movies. Sullivan always has students write down what they want in life ("people are afraid to put their fantasy into words, but it focuses their goals"). While on the Tomatoes set, she asked a young, shaggy George Clooney what he wanted.

"Be a star," he said.

"But you haven't done the work!" She told Clooney to cut his hair, dress better, put lifts in his shoes, and get a good agent. He landed a role on E.R. -- they worked from 4:30 a.m. "till past sundown" -- and paid his dues in full.

Sullivan's motto: "Don't ask me if you don't want to know." A 19-year-old wondered how long it'd take her to make him a star. He assumed not long, since he deemed himself a quick study, and acting "looks so easy."

"You've got the wrong class, bub."

"A lot of actors don't understand persistence," she says. "Anthony Hopkins reads a script at least 150 times before he decides to do it."

Years ago, Joe Sedelmier, the #1 commercial director in America, was auditioning for a Yamaha shoot in L.A. -- a national ad, with major residuals. Sullivan, who never missed an audition in 30 years, did a prepared piece and drove back to San Diego in pouring rain, for a 5:00 p.m. audition. Near San Juan Capistrano, the rain became a deluge. She could barely see the road. Up ahead, a car swerved into another. Both slammed into Sullivan's. As the three cars spun across lanes of oncoming traffic, two more smashed them from behind.

Soaking wet, Sullivan got to a phone and called her agent in San Diego: "There's no way I'll get there on time."

"Thank God it's you! Sedelmier wants a callback this afternoon."

Somehow, Sullivan got back to L.A. But she was way behind schedule and soaked through and through. The director, famous for being hard-nosed, said, "You're late."

"Yes," Sullivan replied, remembering -- as she always tells her students -- to stay positive: "I was held up at another audition."

"No, she wasn't," said the casting woman. "She was in a five-car crash. Her agent just called."

"That true?"

"Yes, but you wouldn't have believed it."

He walked away. Sullivan stood on her mark, dripping, for a long time. Finally, and again being positive, she asked, "What day do I shoot?"

She got the job. Sedelmier said he cast her not only for her persistence but also because she wasn't "Rodeo Drive." Most people who auditioned tried to be too sophisticated, he said, "and I needed a meat and potato girl."

Though a committed vegetarian, the phrase clarified something: "That's how I've always seen myself. I'm a character woman. I'm not cool. That's for the young. I've always felt like an earth person. Meat and potatoes --and very Irish. Sedelmier was right."

When teaching, Sullivan gives students as much as she thinks they can handle. "Sometimes it's too much; sometimes they surprise me."

In the late '70s a 15-year-old kid came to her class. "He was so cute all the girls were after him. But this upset him, because they took his study-time." The student was Christian Hoff, original cast member of the La Jolla Playhouse's Jersey Boys.

From the start, Sullivan saw an "inner energy" in Hoff, "a passion so strong it jumps out at you." He kept asking for more scene-work, harder and harder tasks. He was her student for three years. She loved it when he'd say, "I can't do this scene."

"I say, sure you can. Take it apart. Check the Guideposts [the 12-stage process devised by Sullivan's best friend, Michael Shurtleff]. When they say they can't -- that's when they grow."

Sullivan calls Hoff's inner energy the "X-factor. You can tell who has it." Brian Stokes Mitchell, one of the first African Americans to attend Junior Theatre, enrolled when he was 14. The Broadway star, whom the New York Times recently called "the Last Leading Man," "had incredibly good looks but no idea how much talent he had. The X-factor: I saw him and knew."

Not all of her students aspire to stardom. Some take classes to land better parts in community theater. Another was too shy to talk to his employees. Then there's the married couple that loved each other but fought all the time. Sullivan pondered and pondered -- got an idea. "Let's try this before you see a psychiatrist." She gave them scenes from Who's Afraid of Virginia Woolf? "If you're going to scream and yell at each other, do it in a constructive way!"

Sullivan never liked her first two names -- "just D.J., thank you" -- but says she has never, even for a single day, hated what she does. But she admits to times when she was stumped. Years ago she got a call from a high school drama teacher who had a student she couldn't help: "See what you can do."

"Most teenagers are frisky," says Sullivan. "Annette was the shyest, quietest person I'd ever seen." She'd sit in a corner, "a little thing" huddled up, too embarrassed to stand before the group. "I could sense she was listening and had a strong commitment but needed her to start doing something."

So Sullivan had her arrive before class. They'd talk. When students came in, she fled to the corner. For a student's growth, real teachers, as opposed to self-proclaimed prophets or time-servers, recognize they're part of a larger, ongoing process. Thus after several months, when Annette's father called, wondering what to do, Sullivan recommended sending her to William Ball at ACT in San Francisco. "If anyone can get through that shell, it's him."

It happened in an instant. During a scene she told herself, "Oh hell, I'll just do it."

"When she finally broke through the dam," Ball told Sullivan, "it was phenomenal." Annette Bening was born.

Bening won a Screen Actors Guild award for American Beauty. Sullivan, a member of the national SAG board for 30 years, was at the ceremony. She reminded -- okay, ordered -- Bening to thank William Ball in her acceptance speech. Which Bening did.

A friend with Sullivan at the ceremony, who knew the Bening story, became perplexed. Here's this kid hunched in a corner, not participating at all. "Why didn't you just toss..."

"Because," Sullivan jumped in, "you never give up on a student!"