Christina Ricci; W Sept 06

At the Sundance Film Festival last year, a young director named Craig Brewer was suddenly the biggest new thing in a business built on overnight sensations. His feature Hustle & Flow—a little movie about a small-time pimp and a scrawny geek who burst through the Memphis music scene with their homemade hits—wowed the snowbound crowd and, more important, sold to Paramount for $9 million. That sale instantly made Brewer's next script, for something called Black Snake Moan, the kind of smoking-hot property that gets read on the studio jets back to Hollywood. No matter that Black Snake Moan was a Southern fable about a God-fearing former bluesman, Lazarus, who chains a trashy nymphomaniac, Rae, to his radiator and tries to cure her of what the town's leering menfolk call her "itch." Big-name talent was all over Black Snake Moan like ducks on a june bug, as they say in Brewer's native Tennessee.

The role of Lazarus was preempted by Samuel L. Jackson, but no one actress could immediately lay claim to Rae's teensy blue-jean skirt.

"Everybody was auditioning for Rae," recalls Christina Ricci, one of the actresses who managed to get a copy of the script in early 2005 because her agent, Toni Howard, also represents Jackson. "I read it and immediately fell in love with her."

The response from Brewer and Black Snake producer John Singleton, though, was "No thanks." They didn't even want to meet Ricci. At 26, she has been in studio blockbusters (The Addams Family), indie classics (Buffalo '66 and The Opposite of Sex), critics' favorites (The Ice Storm) and Oscar fare (Monster). But many of those films came out years ago; since 1999's Sleepy Hollow, Ricci has been flying low with mini movies like Pumpkin, Miranda and I Love Your Work and outright duds such as Prozac Nation and Cursed. Television appearances on Ally McBeal and HBO's critically applauded The Laramie Project were, to those in the movie biz, hardly more than consolation prizes.

So Ricci offered to come in and read for the part of Rae—a humble gesture that suggests she knew her place in Hollywood's finely delineated caste system—and the Black Snake team relented. She prepared for her audition as if for the actual movie, bleaching her dark hair, learning to talk like country trash and smearing on some character-appropriate blue eye shadow. The audition scene featured one of Rae's anxiety attacks, a panicky episode that climaxes in a writhing, crotch-rubbing nymphomaniacal frenzy.

"It's a very strange transition to make," says Ricci with admirable understatement. "That's not my kind of anxiety attack."

When it was over, Ricci asked if she could do a second scene she had prepared on her own initiative: a gut-wrencher in which Rae confronts her mother about her sexually abusive stepfather. The actress tapped such deep reservoirs of secret emotion that she couldn't stop crying afterward. The Black Snake team was blown away.

"I could not stop thinking about her," Brewer recalls. "I like women with guts, like Debra Winger, Faye Dunaway, Bette Davis, Katharine Hepburn. And I put Ricci in that category."

When Brewer subsequently offered her the role, Ricci accepted on the spot. "I had said to my therapist that if I didn't get the part, I would have had to quit this business," she says evenly, as a breeze plays with her bangs poolside at the Chateau Marmont in Los Angeles. "I would have had absolutely no clue what the f--- I was supposed to be doing as an actress."

In the Hollywood universe, Ricci may be considered a lesser star, but she does have the one thing shared by the giants: a unique identity or, as Brewer puts it, a screen persona that could be caricatured with a few deft pen strokes. Ever since she was in her teens, Ricci has embodied not just a physical type—tiny and ripe—but also an entire worldview, one that is defined by the outcast's droll distance from normalcy. She is, at just over five feet tall, a sexpot for losers.

"You know, I was kind of weird when I was a kid," she admits. "And I've been told that as an adult I can be very unsettling. And I know that the way I like to look is not normal too. But I kind of like it. At a certain point you have to say, "This is who I am and this is how I'm gonna look."

Ricci says that she doesn't exactly feel typecast but that she often has to argue for the chance to be who she is, as an actress and as a person: "I'm really sorry to disappoint all the people in my life who would prefer that I was a little bit more commercial or a little bit easier to package or easier to pin down or explain."

The implication, of course, is that if she hasn't aligned herself with industry expectations yet, it's not going to happen now.

Ricci hasn't had any training as an actress other than what she's absorbed on sets starting with the 1990 film Mermaids and The Addams Family the following year. Director Don Roos asked her to audition for The Opposite of Sex some five years later based on what he remembered of those two movies, and he was initially surprised by the self-assured reading she gave for Dede, a teenage runaway who goes to live with her gay brother and then swipes his boyfriend. Ricci's sense of the character was sharply different from Roos's, and she flatly declined his suggestion to make the character more endearing.

"She said, 'I don't want to give a handjob to the audience,'" Roos recalls. "'I'll play it straight, and they'll like me or they'll hate me.' She wasn't dimpled. She did it her way. I found that with Christina, it's best to follow her. She's very perspicacious. She scared me, naturally."

Many critics would say that Ricci did her best work in 1997 and 1998, when she brought memorable roles to the screen in Buffalo '66, The Ice Storm and The Opposite of Sex, all of which were made during a moment when independent cinema was flourishing. Today, Ricci contemplates her indie period with the wistful air of an industry veteran looking back on some long-past golden era.

"You can say 'low-budget' these days, but you can't say 'independent,'" Ricci says, noting that even movies that begin outside of the studio system today are made to appeal to studio buyers. "So you're still playing by the rules of the studio."

Black Snake Moan, she notes, is the rare example of something different that slips through, if only because it has been "packaged the right way" with a stylized look that disguises the film's otherwise unpalatable storyline. The film is set near Memphis in the 1970s, a world of humid, rural melancholy taken straight out of William Eggleston photographs. Ricci had never spent time in the South before she showed up for the shoot last summer, but she fell for the idiosyncrasies of Southern culture, like the way the Lord kept popping up in conversation.

"Everybody was talking about Jesus," recalls Ricci, who identifies herself as a Christian but nonetheless prefers to keep conversation about faith between herself and her creator. "All these sayings just become part of the day, like 'God bless' or 'Bless her heart.' It's the common language. You end up talking about Jesus too."

Of course, old-time religion coexists with the devil's own music, and Black Snake Moan deals with both. Brewer took the name from a Blind Lemon Jefferson song, and he calls it his "blues movie," as if it were part of a grand musico-cinematic scheme begun with Hustle & Flow. For Brewer, the central metaphor, a clanking chain that ties Rae to Lazarus's radiator, represents the healing power of home, family and faith.

As the movie opens, Rae clearly needs some kind of saving grace. She swishes her tail in front of every horndog in town, and the audience is asked to endure three sex scenes in the first half hour, only one of which is with her boyfriend, Ronnie, played by Justin Timberlake.

"I think I've had enough sex for the next two years of my career with this movie," admits Ricci, who has declined other roles in the past because she found their portrayal of sex "disgusting." "I know that I have a very simplistic, childlike morality, but I believe I can feel somebody's negative intentions in the writing, and if I do, I can't be a part of it." What makes Black Snake acceptable in her view is that it attempts to seriously plumb the emotions of a damaged young woman some might dismiss as a "slut."

"It's about identifying a behavior that I don't think is explored all that often in the proper way," Ricci continues. "I have read a ton—a ton—about child psychology. I have a kind of bizarre fascination with true crime. And I've done a lot of thinking about these sorts of traumas."

Rae's spree of casual sex ends when she mocks the wrong guy's equipment and he retaliates with his fists. Her healing begins when Lazarus finds her beaten body and takes her home to recuperate. Because she tries to flee his ministrations during a fevered nightmare, he locks 20 feet of chain around her waist. Rae fights it with such demonic fury that Lazarus thinks she is possessed—and the audience starts to worry about Ricci's physical well-being.

"She insisted on using the real, 80-pound chain," recalls Brewer, who adds that he pleaded with her to use a plastic dummy chain instead. "There's only so much that a young woman of her size can do, and daily Christina would exceed it, to the point of vomiting after takes."

When things got too hard, Ricci turned to Jackson, whom she calls her "Big Daddy," for comfort. "I'd be like, 'Sam, I don't know if we should do this,'" she recalls. "And he'd be like, 'What's wrong, baby? Come here. I'll take care of it.'"

"I found myself being her protector because she's so willing to try things," explains Jackson, "that sometimes I said, 'No, you can't do that. You can't run out the door blindly with this chain around you because you don't know what that chain is gonna get caught on. That's why we have stunt people.'"

Ricci says she adored working with Jackson—"I could not admire that man any more," she gushes. "When I was 14, I wanted to be Sam Jackson." She also praises Timberlake's performance, and when she makes the point that his work ethic reflects the sterling habits of a former child actor, she might well be speaking of herself. Ricci was born in Santa Monica, the youngest of four children, all of whom were approached to be child actors. Her mother, a former model, resisted until Ricci had her turn. By then, the other siblings were old enough to "bully" their mother into giving Ricci a chance, she recalls.

It's ironic, given the teenage sex queens she would go on to play, that the one role Ricci didn't snag in her early days was as the most famous jailbait of all, Lolita. It was a disappointment that, in retrospect, looks like a lucky break, since she didn't then understand what she almost got herself into. ("I just reread the book two months ago," she says, "and I was horrified by things I don't even remember reading when I was 13.")

Asked whether her parents objected to her auditioning for such a role, Ricci says that both were huge movie fans who would have understood the film's artistic merit. "My mother, especially, thought nothing was ever going to damage me," Ricci explains. "I was never really shielded in that way."

In the past Ricci has openly discussed her struggles with anorexia as a teenager, and one wonders if growing up in the film business didn't lead to her distorted body image. Ricci is almost protective of the movie business—she refers to "this industry" with a fondness most reserve for their hometowns—and she refuses to blame it.

"I was 12 or 13," she recalls. "I was in puberty. It was a horrible time. I saw a television movie, and I was like, Somehow, what Tracey Gold is doing right now is something I'd like to do. So obviously there was something wrong with me." She says she pulled herself out of the self-destructive behavior because she realized it could end her career.

Over the past few years, when fewer screen roles have come her way, Ricci has satisfied that hunger for work with television roles. This year she guest-starred on Grey's Anatomy, an appearance that won her an Emmy nomination announced on the morning of this interview. ("I guess I feel mature now," she deadpanned.)

"This is a girl who spent most of her childhood on a set," says Roos, who has remained close with Ricci since they worked together. "She loves the action, the activity, the focus and the attention. She likes to be around the camera—in front of it, behind it or beside it."

Ricci is also self-aware enough to admit that she sometimes likes to knock the socks off her TV colleagues, who don't have the luxury of the long rehearsals and countless takes that movie sets provide, by whipping out her biggest acting moves, like crying on command. "I'm kind of a show-off sometimes," she confesses. "Acting is the one thing in my life that I actually think I'm good at. In every other area I'm totally retarded."

Ricci's next screen appearance will likely be in Penelope, a modern-day fairy tale about an unfortunate girl from a wealthy family who is born with a pig's nose but learns to love and be loved in the end. (Black Snake Moan was originally slotted for a fall opening but was recently rescheduled for early 2007, when it might benefit from a buzz-building premiere on the festival circuit.) Penelope will no doubt have its place as wholesome entertainment for teenage girls, but Ricci presumably is doing such fluff for financial reasons. She admits that her salary is modest by industry standards and that she has an expensive habit to support: fashion.

"I was told by my business manager that I have to stop buying clothes," Ricci admits. "I'm not allowed to buy any more fur. No more jewelry. I spent a lot of money."

Her ultimate fashion goal, she explains, is to buy enough clothes so that she'll never have to shop again, so that her closets would be like a costume house or a wardrobe trailer, "where I could go in and find anything." She recently removed the books from the shelves of her home library and put her shoe collection in their place. "I have more shoes than books," she reasons. "At first I was so embarrassed I didn't want anybody to come over. And then I was like, 'I'm obviously not an idiot.' So I painted it bright pink."

Ricci favors prim little-girl looks or proper old-lady outfits, with a special fondness for Chanel suits—"Karl Lagerfeld always seems to make the perfect small clothes," she says—and anything in sherbet colors. Although Ricci generally dislikes the ruckus of the front row, she has attended the couture in Paris, and Lagerfeld once made her tingle to her toes when he judged her "très mignon" in one of his designs. Ricci also walked the runway for Louis Vuitton in 2004, the year that Marc Jacobs cast her for the brand's ad campaign.

"It was terrifying," Ricci says. "But it was something I'd always wanted to do. And I'm five feet tall, for Chrissakes, so when else am I ever going to be in a runway show?"

For this interview, Ricci wore a simple sundress and, around her neck, a rose gold anchor with the initials AG. It's a gift from boyfriend Adam Goldberg, who is now on-again after a serious split when the couple sold the house they lived in together. Ricci isn't thrilled that the subject comes up, but after a long pause she decides she will at least explain why they got back together.

"Because I love him and I feel like we were meant for each other," she says through clenched teeth, before adding in a more relaxed mode, "It sounds silly, and he hates it when I say this, but I believe that things are fated. It drives him crazy."

Ricci deflects a question about marriage, saying that it takes two to decide, but she acknowledges that her life is more settled than ever before. She has finally accepted L.A. as her hometown after years of feeling more comfortable in New York, and she feels less professionally flighty as well. Two interesting projects a year would be ideal, she figures.

"I just want to be able to do things that I don't have to lie about later," she says, with the kind of candor one rarely hears in interviews. "I want to do movies where I don't have to go to the press junket and lie, basically. That's my only goal, to be able to say honestly I like what I've done."

Cameron Diaz; W Dec 06

It takes a lot to ruin Cameron Diaz's day, but on this sunny Wednesday in October, after the actress has spent two hours stuffing herself with crabcakes and Coke, giggling and wisecracking and breezily dishing out the California-girl charm that has helped make her one of the highest-paid actresses in the world, she sees something that really bums her out. Diaz has just wrapped up a lunch interview at the Viceroy Hotel in Santa Monica and has agreed to go to the beach and take a little walk. We get into her gray Prius, which is littered with half-empty bottles of Fiji water, and drive a few blocks to a beachside lot, where, within five seconds of leaving the car, she spots someone with a long-lens camera lurking behind a utility pole.

"Paparazzi," she says, getting back to the car and motioning for me to do the same. When she sees the photographer slink into a silver SUV across the street, Diaz considers making a getaway but then decides she's in the mood to face the enemy. What follows is a chilling lesson in the realities of celebrityhood, circa 2006.

Diaz pulls up next to the SUV, in which the paparazzo, a young woman in a white T-shirt, is crouching in the driver's seat. The woman tries to stay hidden, so Diaz toots her horn and rolls down the window.

"Hi!" Diaz says. "How's it goin'? Did you get a good shot?"

The paparazzo grudgingly sits up and offers a sycophantic smile. "I'm sorry," she says. "If I can get one shot of you, I'll leave you alone for the rest of the day. Otherwise there are going to be like 10 people coming."

"Why?" Diaz asks.

"Because...that's just the way the industry works. But if I just get one shot, I swear on my life that I'll leave you alone."

"So you're saying that if you don't get what you want, you're going to just sic 10 other people on me?"

The photographer, who introduces herself as Danielle, tries to strike a sympathetic tone. "Honestly, I usually get sent on news stories," Danielle says, adding that she's here reluctantly, under pressure from her agency. Some tipster apparently spotted Diaz with me—a guy who's not Diaz's boyfriend of three and a half years, Justin Timberlake—and called it in. "Can we work out just a little deal?" Danielle pleads. "I mean, I'm just doing this to get ahead in my career."

Diaz, who has stayed coolly polite thus far, can't help but burst out laughing. "This is no way to get ahead!" she says. "This is, like, the bottom!"

"I know, but I just moved to L.A., and it's like, I'm from Connecticut," Danielle offers lamely. "I'm going to get in so much trouble, you have no idea."

After listening to a few more entreaties, Diaz patiently explains why she won't cooperate. "It's a principle thing," she says. "I can't live with myself if I pose for you."

"Please, please, please? Honestly, the agency will kill me." "Oh, Danielle," says Diaz finally. "I'm sorry. You should not be doing a job where you're suffering this much. I hope another celebrity comes down here and cooperates, and I hope you get ahead in your journalistic career." Diaz puts the car in gear and gets ready to speed off. "See you later, I'm sure!"

As she drives away, Diaz keeps glancing in the rearview mirror. "Awesome," she says. "Now I get to spend the rest of the day with 10 motherf---ers on my back."

Life wasn't always quite this complicated for Diaz. In the top tier of Hollywood actresses, she was the blond babe who made everything look easy, the self-mocking klutz with a crooked grin who earned up to $20 million per film with little discernible effort. A native of Long Beach, California, Diaz began modeling in her teens and got into acting essentially by accident, after she auditioned for the 1994 film The Mask on a whim and—oops! —landed the lead role. As she racked up megahits including There's Something About Mary and Charlie's Angels, she gained a rep for being a lot savvier than she seemed: Who else but Diaz could manage to make only one movie a year, cash a fat check, grab her snowboard and fly away in search of fresh powder with Justin Timberlake in tow? She sat for the occasional magazine interview, as required, but had a knack for disarming even the most cynical writers so that her press coverage was devoid of the thinly veiled resentment that often clings to such icy icons as Nicole Kidman or Gwyneth Paltrow. When asked what motivated her career choices, Diaz inevitably replied, with apparent sincerity, that she mainly wanted "to have a good time."

As Diaz tells it now, life was indeed pretty awesome until about two and a half years ago, when something "really, really got to me." That something was a group of people like Danielle. "I wasn't the best version of myself for a couple of years," Diaz says. "Something happened in our industry, in our society, and there was an explosion of this really aggressive group of people. I don't even know if they're people—these paparazzi." It was around this time that Diaz became known in tabloid circles as a kind of female Sean Penn, a proud tigress who'd bare her claws when provoked, most famously in 2004 on a dark street up the road from the Chateau Marmont in Los Angeles. After she and Timberlake were surprised by two photographers jumping out of the bushes, Diaz grabbed a camera from one of them and, he claimed, struck him in the neck and tripped him. The photographers sued Diaz and Timberlake for assault, and the case was settled in 2005.

"I'm a very private person, and I've never really sold my life to the public," Diaz says. "There was this overwhelming pressure from all sides, and I just didn't know how to handle it. My dad taught me how to fight when I was a kid. When somebody comes at you, you defend yourself." Pausing to consider how unbecoming it can be for an actor to gripe about the burdens of celebrity, she emphasizes that this is not your standard pity-the-poor-movie-star whining. "Everybody says, 'You're famous, deal with it.' Well, you know what? I had been famous for a good 10 years and had never had to deal with anything like that before." With a crowd of photographers permanently camped out in front of her house, Diaz remained in perpetual fight-or-flight mode. "I just could not take it. I just said, 'F--- off.' Everywhere, across the board."

It takes some effort to reconcile this combative image of Diaz with the person sitting in the gray leather booth at the Viceroy. When she's talking about her niece, her movies, breaded chicken—anything except the paparazzi—Diaz, who's wearing a light gray T-shirt and slinky dark jeans, comes across as a kind of improbably sexy Lucille Ball. At one point a sip of Coke prompts an unexpected burp; she exhales clownishly over her shoulder, then starts blowing bubbles through her straw.

"Now I've made peace with it," she says of being trailed by strangers daily. "I realize that I can't change it. That's a part of what society expects of people in my position—to catch our lives in certain moments. And I want to make movies, so I will participate on a certain level."

One way to participate is by doing a magazine cover story to promote her latest film, which in this case is The Holiday, a romantic comedy written and directed by Nancy Meyers (Something's Gotta Give). Diaz plays an uptight Hollywood marketing exec who catches her boyfriend cheating and decides to swap houses with a British journalist (Kate Winslet). Once in England, after making her way to Winslet's Surrey cottage, Diaz gets a late-night visitor in the form of Jude Law. You can guess how things play out from there.

Diaz is not an actress you'll ever catch discussing her "craft" or putting on airs about the dramatic process. Her preferred thespian technique? Following the director's orders. "Really, after so many years, I like to be told what to do," she insists. "And I want the person telling me what to do to know what they're doing. Nancy knows."

"Cameron very much likes direction, but I think that's true of all really good actors," says Meyers, who wrote the script with Diaz in mind. Meyers adds that Diaz serves as a kind of human antidepressant on film sets, with a talent for cheering up even the surliest crew members: "There's always laughter around Cameron." (Diaz returns the compliment, in her own way: "I love Nancy Meyers! I adore her. I just want to pick her up and, like, eat bits and pieces of her.")

Typically for a Meyers film, The Holiday is set in a glossy world of perfectly styled living rooms, and audiences won't be looking for much in the way of realism. One screwball sequence has Diaz running through the snow in four-inch heels; neither Meyers nor Diaz was bothered by the fact that blizzards in Surrey are about as rare as rain in Timbuktu. "The English were like, 'It doesn't really snow here,'" says Diaz. "We're like, 'But we're from America. We think of England as countryside, full of snow!'" Movieland conceits aside, however, Diaz finds her character, Amanda, compellingly lifelike. On the rebound from another failed relationship and slouching into her 30s, Amanda uses her callous facade to distract the world, and herself, from the fact that true fulfillment is eluding her. "She's not quite sure how life works, like all of us," Diaz says.

When asked about the pitfalls of aging, Diaz, who turned 34 this year, begins with a typically off-color revelation about her digestive tract. "I used to be able to eat anything I wanted and then go right to bed," she says. "Fried chicken, onion rings, half a bottle of wine. But as you get older, your insides rebel. You've asked so much of them for so many years, and then they just go, 'Uh-uh, bi-atch! Gonna eat cheese fries? See how you sleep!' And you're tossing and turning all night." Even more demoralizing, Diaz says, is the fact that she's missing out on one of the few alleged benefits of aging: pimple-free skin. "I'll look in the mirror and go, 'Damn. Where did that come from?' Seriously. I'm 34 years old! When is this going to stop?"

Overall, though, Diaz, who is close to many of her aging relatives, insists that she likes getting older. "I just want to be strong and healthy," she says. When she broke her nose for the fourth time a few years ago, the doctor wanted to straighten it, but Diaz wouldn't let him. Now she wishes she'd consented, because she has trouble breathing. "So I'm over it. I'm getting it fixed. I can't take it. I cannot breathe at all. One side of my nose is totally shattered—my septum is basically like a train derailed." With a mock-ditzy laugh, she declares, "It's amazing how much a lack of oxygen can affect you, all across the board."

Though the latest nose injury occurred while surfing, Diaz is not quite the lifelong boarder she's often made out to be. In fact, she caught her first wave less than four years ago, while taking private lessons on Oahu. The daughter of working-class parents, Diaz did spend a lot of time on the beach as a kid, but, she says, "it took two hours to get there on the bus. You stayed all day, ate corndogs. It wasn't the 'California Dreamin'' thing." Diaz and her friends bodysurfed rather than hanging with the surfer kids on the other side of the pier, because they couldn't afford their own boards. "We had only $2 for a joint."

Today, though she says surfing is "like a religious experience" for her, she never hits the waves in Southern California. Why? Danielle, that's why. As our aborted walk on the beach makes clear, Diaz may have made peace with the ubiquitous presence of paparazzi, but that doesn't mean she can ever forget they're there. And the legal clashes continue. A few weeks ago Diaz called the cops on some shutterbugs after she was ambushed at night, just like in 2004.

"It was the exact same scenario," she says. She and Timberlake were at a friend's house in the Hollywood Hills, and Diaz walked out to her car. "This guy jumps out of the bushes in the middle of the night and starts chasing me down the street. I'm like, 'Holy s---! Holy s---!' I don't know what's happening, and I'm literally screaming. And Justin's coming out of the house. He thinks his girlfriend's getting assaulted." The photographer got in his car and, Diaz says, sped toward her, missing her by inches. She and Timberlake filed a police report for assault with a deadly weapon. (The case is under investigation.)

It's hard to say what effect, if any, these run-ins are having on her career. Diaz herself is convinced that there's absolutely no relationship between box-office success and weekly column inches in Star magazine. "Tabloids don't sell movies or help anyone's career," she says. "If that were true, every Lindsay Lohan movie would open to $80 million." She acknowledges that by dating Timberlake she's surrendering any hope of being left alone. But when asked if she's ever wished her boyfriend were, say, a waiter, her response is quick, firm and serious. "No," she says. "I wouldn't change it for the world."

On the day of our interview, Diaz had planned to be in New York, starting production on the comedy A Little Game, opposite Jim Carrey. But the front page of today's Variety announced that the two stars had abruptly withdrawn from the film. "The studio decided last minute, after three months of revisions on the script, to rewrite the thing completely," Diaz explains. "I was just like, 'This isn't the movie that I thought I was doing.'"

While her decision left Focus Features reeling, Diaz, who has been mostly free since she wrapped The Holiday in June, doesn't seem overly upset to find herself with a few more months of spare time. "I wasn't really looking to work anyway," she says, adding, "It's almost snowboarding season."

Incidentally, word has it that Diaz likes to get a little reckless on the slopes. If Danielle dares trail her to Mammoth Mountain, she should be prepared to eat some snow.

Sienna Miller; W Jan 07

Sienna Miller has unfastened the safety pin holding her short Zara skirt closed and is squeezing the tummy fat around her belly button into the shape of a bagel. "Press it," she says, giggling goofily. "You can really squish it in!"

It must be said that, for a girl hired to play the role of a bulimic and drugged-out Edie Sedgwick, Miller can gather an impressive amount of dough. Then again, the temporary tubbiness might have something to do with the Magnolia Bakery cupcakes and bottle of Pinot Grigio that we've been sharing. Although Miller's publicist has insisted that this interview last only an hour and take place over tea in the cordoned-off bar at the Gramercy Park Hotel, things have taken a slightly different turn. Soon after meeting and deciding that the tea would have to wait until the morning, Miller suggests that we head upstairs to her suite to listen to original recorded conversations between Andy Warhol and Sedgwick. Clearly, she's not the type to worry about protocol. "They're going to kill me for having invited you up here," says the actress, lighting a cigarette and resting her feet on my chair. "But I'd rather have someone judge me honestly than try to create some sort of image."

Starting in late December, the whole world will be judging Miller, honestly or not. In the much buzzed-about film Factory Girl, directed by George Hickenlooper (Mayor of the Sunset Strip), she has her first major leading role, as Sedgwick, Warhol's tragic muse during the heyday of the Factory. Even before its release, Factory Girl has attracted plenty of bad press, including reports of last-minute shoots to fill holes in the storyline. Indeed, after this interview, Miller and Guy Pearce, who plays Warhol, will drive up to the Connecticut home of Harvey Weinstein, whose company is releasing the film, for a late-night strategy session, to be followed by a week of intense shooting. But despite its alleged problems (the movie wasn't ready to be screened at press time), Factory Girl is set for release a month earlier than originally planned, in order to be considered for the Academy Awards. The reason, insiders say, is that Miller's scene-stealing portrayal of Sedgwick has her in line to be a legitimate Oscar contender. (Weinstein took out "For Your Consideration" ads for Miller in the trade press even before the film was finished.) Either way, the movie will catapult the 25-year-old from being known primarily as the fashionable girlfriend of Jude Law, whom she's dated on and off since 2003, to an actress with serious star potential.

Miller bears such a strong physical resemblance to Sedgwick that it would seem to be a role she was born to play. In fact, Factory Girl producer Holly Wiersma decided she wanted Miller for the part after noticing her in a fashion layout in this magazine two years ago. "I saw a photo of her in a tub with a bottle of champagne and thought, That's Edie," says Wiersma, who immediately flew to London to meet the actress. Miller auditioned and snagged the part on the spot—but holding on to it wasn't so easy. Though the film was scheduled to start production in early 2005, there were problems with financing, and in May of that year Miller, anxious to work, accepted an offer to play Celia in a West End production of As You Like It. Katie Holmes was subsequently cast as Sedgwick, before the role went back to Miller once the play ended. (The tabloids ran with the explanation that Holmes's new boyfriend, Tom Cruise, persuaded her to drop out of the potentially risqué film. Of this, Miller says, "I'm not really sure of the ins and outs.")

What had begun as the most exciting year in Miller's career devolved into one of her most traumatic when, in July 2005, Jude Law publicly admitted to cheating on Miller with his children's nanny. The affair sparked a tabloid frenzy that only intensified a few months later, when the actress decided to take Law back. "There were times when I felt like it was all just too much to deal with," she recalls, declining to share the details. (Miller admits that she's tried therapy, but after angrily calling the therapist a "cow" in response to a particularly difficult question in the first session, she was told she was still in trauma and not ready for analysis. She has not been back since.) The media, Miller adds, "is just a bigger animal than I will ever be. It just becomes this soap opera. And I guess I had a pretty good few episodes."

Today, Miller is unsure about how she wants to publicly define her relationship with Law. While her engagement ring is long gone, she's wearing an Irish Claddagh ring on her middle finger, with diamonds in the center heart. It was a gift from Law. If a woman wears the heart facing inward, it is said to mean that her heart is taken. If facing the other way, her heart is still open. When it's pointed out that Miller has the heart facing in, she takes it off and holds it sideways against her finger. "What does it mean if it's like this?" she says, jokingly, before explaining further. "I'm wearing it because it's a beautiful ring, and he's a very close person in my life."

Although Miller is well aware that dating Law, whom she met on the set of Alfie, has overshadowed her somewhat limited film career (Casanova, Layer Cake), she says she has no regrets about their involvement. And while it's obvious that being with the actor has elevated her public profile, she insists that wasn't her plan. "I was just never desperate to be famous, which I know sounds clichéd and probably like a lie, but it is, in my case, very true," she says. "And that's the irony of my situation. It was always about acting, and now it's all about everything but that. I fell in love with someone very, very famous, and that's beyond all of our control. Strategically I probably could have analyzed it at the time and thought, This could potentially be very damaging, but that was a very beautiful period of my life."

With Factory Girl, Miller hopes that people will finally be able to see her as an actress and not just as one half of a celebrity couple. "I know that I have a lot to prove to a certain degree, but it's fine," she says with a shrug. In preparing for the role, Miller, who claims to be a voracious reader, spent months poring over books about the Warhol era and biographies of Sedgwick, studying not just Edie's brief reign as the toast of downtown New York but also her isolated childhood in Santa Barbara, California, and her depraved post-Andy fall from grace, culminating in her 1971 fatal barbiturate overdose. Likening herself to a detective, Miller says she particularly loved delving into that moment in history, studying not just the cast of characters during the Factory days but also the political and sociological climate of the mid-Sixties. Miller also spent time with some of the key people in Sedgwick's life, including Brigid Berlin, who generously gave Miller a handful of crystals that Warhol carried around with him during his last days, as well as Michael Post, who was married to Sedgwick when she passed away. In addition, Miller studied Sedgwick's voice with recordings on loan from the Andy Warhol Museum in Pittsburgh. Because she had such a distinct speech pattern—"It's almost English," says Miller. "There's nothing nasal or twangy; it's sort of old-fashioned, upper-class American"—the actress felt it was essential to get it right. (Judging from the recordings, she succeeded.)

While Miller dismisses any facile comparisons between her own personal qualities and Edie's self-destructive character—"She just walked this fine line of extinction. And it's sort of fascinating, because that's not who I am. But I empathize with her"—her director and costars found the similarities impossible to ignore.

"I think it's startling how accurate Sienna is," says Hickenlooper, who has directed several leading ladies at the start of their careers, including Naomi Watts and Renée Zellweger, and considers Miller far and away the most talented. "She evokes the same kind of emotional response that I imagine Edie did. She's got so much charisma and effervescence. When you meet her, it's like being hit by a strong wind."

"Sienna is kind of naturally Edie," adds Pearce. "She's got a bit of a mad quality about her, though I'd assume that she's much more stable than Edie. She can be distracted easily—which is not a bad thing. She's got a lot going on in her head, and she has a great amount of energy and emotion. It makes her performance unpredictable and lively."

Adds Weinstein in an e-mail, "Sienna's performance is unbelievably convincing and definitely has awards potential. Her sophistication and style are irresistible and rarely seen onscreen."

Physically, the role demanded one significant transformation: Miller had to get down to a size zero. Bagel belly notwithstanding, she is already skinny by most people's standards, but Sedgwick bordered on gaunt, thanks to a trifecta of drugs, depression and an eating disorder. Miller credits Hickenlooper with helping her slim down. "I'd order an omelet and he'd make it an egg-white omelet," she says, laughing. "I thought, Okay, I'll drink vodka instead of wine because it has less calories. George would come along and actually snatch bagels out of my hand!"

Since Factory Girl wrapped, in early 2006, Miller has been diligently building her repertoire. She's shot four films, most of them small indies, including Interview, a drama in which she plays a soap-opera star opposite Steve Buscemi, and the dark comedy Camille, in which she's an unlucky-in-love newlywed on her honeymoon, with James Franco as her husband. But it's the Edie character that has been hardest for her to shake. "I was left feeling a little bit lost afterwards," she says. "You work so intently on something, and then suddenly it's over. What do you do with the information? What do you do with the way that you were smoking at that time, the way she smoked? You're suddenly left with all these mannerisms that you've perfected. It's weird. I forgot how to dance like I used to dance."

At the moment, Miller is far from sure about what the future holds. Beyond spending Christmas with her mother and a close girlfriend in Africa, she has few definite plans. On a lark, she's launching a women's fashion collection, called twenty8twelve (a reference to her birthday, December 28), with her older sister, Savannah, a designer who formerly worked for Alexander McQueen. She describes the line, slated to debut in the fall, as part Patti Smith and part "back alley Jack the Ripper," with items like long masculine coats that sweep the floor. London stores such as Harvey Nichols and Browns have already expressed interest, but Miller insists she has no entrepreneurial aspirations to capitalize on her celebritydom in order to build a megamillion-dollar business. "It doesn't matter if it fails or if it doesn't," she says. "It just seemed like a fun thing to do," primarily because it allowed her to work with her sister, with whom she is extremely close. (Miller's British mother, a former model, and American father, an investment banker, are divorced. Although she was born in New York, she moved to London when she was one year old and, at the age of eight, was enrolled at Heathfield, a posh boarding school in Ascot.)

Come January, she will be moving into the first home that she's purchased with her own money. It's a three-story "old spitfire bomber building" in London that she plans on decorating herself in "decaying grandeur" style with antiques found at local markets. Of late, Miller says, she's been forced to neglect her family and friends in favor of her work, and she has already dreamed up a very specific fantasy of a perfect day in her new house. "On Sunday, I'll get up at 11, get the Times, have my tea and feed my dogs, put a chicken in the oven," she begins. "Then all my friends will come over, and we'll sit around and watch football and eat roast chicken with potatoes. Then we'll have leftovers at 8." Miller stares off wistfully, before adding, "God, I sound like some bohemian lovey. I'm actually pretty rock 'n' roll as well!"

One thing Miller certainly isn't is a typical Hollywood starlet. Despite her history of paparazzi run-ins, she prefers to do without personal security guards. The same goes for an assistant. "I just think the more you live your life like that, the more attention you attract," she says. The vast gulf between Miller and her American counterparts becomes particularly apparent during her extended stints in Los Angeles, where Miller, who has no driver's license, says her existence has sometimes been lonely. And forget about Hollywood nightlife—she insists that she's been to only one L.A. nightclub, once, for 30 minutes: "I can't sit and pose with a glass of champagne, especially at those places where you know there's going to be a photographer, and all those girls are posing with each other, looking like they're best friends, when they've just met."

Miller finds it ironic that she's perceived as a party girl, since she claims to go out less than other young actresses; to hear her tell it, she's just the one who gets caught. It's been the case ever since her boarding-school days, when all the girls would smoke but the headmaster would inevitably catch her in the act. (Her family nickname is Gizmo, after the devilish gremlin.) Miller does, however, live up to her reputation tonight, when, after her meeting with Weinstein, and well past midnight, she heads to Bungalow 8. Unlike Sedgwick, whose excessive partying went hand in hand with mental instability, the actress says she just likes to have a good time. Socializing over alcohol is simply how she was raised. "I was brought up in a culture where, when you're 12 years old, you're given a glass of wine at dinner—it was never a novelty," she explains. Of a childhood spent at the constant side of her less-than-conservative parents, even at cocktail parties, she says, "I grew up being put to sleep upstairs in a spare room, and you're sort of half awake and you can hear the laughing and smell cigarettes and booze, and then they carry you home and you pretend to be asleep. You can smell wine and cigarettes on their breath. That's like mother's milk to me."

Of course, it's also easy to capture the attention of the paparazzi when wearing high-fashion getups worthy of a runway show. Her wardrobe, in fact, landed her in the fashion magazines way before anyone could name any of her films. Miller, who still doesn't employ a stylist, says she is perfectly capable of shopping for her own clothes, though she does have a closetful of freebies. Today she's dressed in basic black, accessorized with knee-high gold python Devi Kroell boots and a bondage harness from Coco de Mer strapped across her chest. Much has been written about how Miller became a model before taking up acting, which she says is a hilarious overstatement: "I'm five foot six! I did Abercrombie & Fitch and the Pirelli calendar, but I wasn't doing high fashion," she insists. "I was the little one with the personality who got booked because everyone thought I'd make them laugh on set."

That strong personality has also landed her in a bit of trouble as of late. Recently the tabloids ran a story about the actress throwing a temper tantrum outside of a Pittsburgh bar after she was denied entry for not having an ID. Miller says it never happened. "I don't feel any more important than anyone else because of what I'm doing," she explains. "That's why it really riles me when I hear these stories about me screaming that I'm famous. It's absolutely not my perception of myself or the way I live my life."

It's after 7 p.m. now, and Miller, who has been talking candidly about herself for three hours, seems to be growing bored of the subject. She stubs out a cigarette, downs the last drop of her wine, throws on one of her trademark fedora hats and heads down to the lobby to meet Pearce. The two haven't seen each other in almost a year. When she finds him, she jumps into his arms and wraps her legs around his waist, wildly kissing him on the cheek. From afar, she looks just like Edie.

Angelina Jolie; Vogue Jan07

It's official: "The middle of nowhere" is about halfway between L.A. and Las Vegas, just off Route 40, at a dusty old airstrip in the desert called the Barstow-Daggett Airport—airport being something of a misnomer, a word that conveys a sense of modernity that this place most certainly does not possess. There are two tiny runways and a few long wooden sheds where a handful of single-prop planes are parked out of the life-leaching sun. There are also a couple of humongous empty hangars, built in the 1930s, that were used by the military during World War II and look as if they haven't been painted since. I wouldn't be the least bit surprised to see a tumbleweed roll right on through or to find the bleached-out skeleton of a years-dead longhorn out behind the toilet. In fact, it is so Land That Time Forgot here that the only planes that come and go all day are the two that belong to the heroine of our story.

Angelina Jolie loves this place. Something about its broken-down beauty and military history speaks to her dual craving for authenticity and manliness. She calls it, simply, "Daggett." As in "Brad and I like to fly in to meet our motorcycles at Daggett. One time we took a three-hour bike ride in the desert to a place where we spent the night alone. And then we rode the bikes back to Daggett and flew back to L.A. to our kids before dinner the next evening." Impossibly romantic, you say? Sit tight. It gets better.

We have all gathered at this remote, intoxicating place—there is a Vogue / Annie Leibovitz crew of nearly 50—because it seemed like a fine setting for capturing the spirit of the post-pregnancy Jolie, the daredevil adventuress insta-mother-of-three who seems to have an unquenchable thirst for the uncharted and off-the-grid. This is a woman who thinks nothing of helicoptering onto the top of a mountain in post-earthquake Pakistan for Thanksgiving when she is three months pregnant. Or of moving to Namibia to give birth to her and Pitt's daughter, Shiloh, in a tiny hospital in a one-gynecologist town. "We aren't completely insane," she tells me. "We looked for places that were not rife with malaria and dengue fever, and Namibia is good for that because it's so dry." Indeed, just yesterday, she flew her own Cirrus SR22 single-engine plane to the photo shoot, the first half of which took place many miles from the airport, in the giant sand dunes near Death Valley, where you could see the red glow from some terrible fire burning in the distance and where the sun blazed and the wind blew and the sand pelted everyone for hours on end. The shoot went too late for Jolie to fly home in the dark, so she, like the rest of the crew, checked herself in to a Ramada, something she seemed to relish. "When Brad and I take road trips," she says, "we love a Taco Bell and a roadside motel."

Today the shoot is all about Angelina and her toys: motorcycles and airplanes. When I arrive, however, the mood is grim. Jolie is famously difficult to photograph; she does not like being styled, because, I think, it forces her to wrestle with the two sides of her public image: tattooed tough girl and insanely feminine sex bomb. Despite having approved of the clothes at a fitting a few days ago, now she is not in a Carolina Herrera or Bill Blass mood. Just after the fitting, back in a hotel room in Beverly Hills, I asked Jolie about her thorny relationship to the photo shoot. "It is always just an awkward thing for me," she said. "I'm not modeling. It's me. I'm a person. And yet I'm selling clothes while trying to promote a movie. It's very odd. And yet, in our world today, it's been a very successful formula. It works. We play dress up. But it's not really us. We've lost all sense of portraiture, and that's too bad."

But here and now, in the desert, she cannot help but fall under the spell of the master. Leibovitz has coaxed Jolie out of her trailer, where she had been quietly stalling, by letting her choose the tough girl/tomboy option . . . for now. She steps out into the sun with big hair. She is wearing a pair of skinny leather pants and a dark trench, like she is ready to shoot Mad Maxine, a remake with her in the Mel Gibson role (note to Hollywood: not the worst idea). After shifting around awkwardly for a moment, she swings a leg over her motorcycle and speeds off in a cloud of dust with a big maniacal grin on her face—happy, at last. And . . . scene. When the curtain goes up a couple of hours later, the star of our show has, like magic, morphed into the other Angelina, the sexy man killer in a pencil skirt, the kind of look that she sports in those fantastic St. John ads. She is wearing a very formfitting white linen Ralph Lauren suit with heels and a great big ol' pair of white-and-silver Gucci sunglasses.

Interestingly enough, and perhaps unbeknownst to Jolie, this side of her packs just as much punch.

As a couple of burly, rough-looking fellows tow Jolie's plane out to the runway and ready it to fly, Jolie flirts and laughs with the ground crew and a few military guys who are hanging around. A young, pimply-faced fat kid appears and sheepishly asks for her autograph. She handles him with such sweetness that I worry that the rest of his life will all be downhill from here. Guys whip out cell phones and pose with her. She looks at ease and in her element: all dolled up, surrounded by men.

I had asked Jolie a few days ago if I could fly with her, and she told me she had never taken a passenger up before but would think about it. When I arrived at the photo shoot, I told her that I mentioned to my mother that I might fly with her and that my mother did not like the idea one bit. Jolie laughed it off. Now, as I am watching her kick off her stilettos (she pilots barefoot) and step up onto the wing of her little white plane, she stops for a second and stares at me standing off to the side. There is a glint in her eye. A big smile spreads across her face. "Let's go scare your mother," she says.

Only as I am jammed in the back next to Leibovitz, bumping along the dinky little runway, does the reality of what I'm doing sink in. I imagine the headline: ANGELINA JOLIE AND ANNIE LEIBOVITZ DIE IN PLANE CRASH NEAR LAS VEGAS. I try to remember who went down with Patsy Cline, but I can't. I am about to become a trivia question. I tell myself this will be a suitably fabulous way to die, and just like that we are in the air, floating above the desert, and my nerves are gone. "I'll do some tight turns," says Jolie. "Maddox likes it when there are g-forces." We swoop to the right and then to the left. My stomach drops. Leibovitz snaps off a bunch of shots, then climbs over into the front seat while I hold her cameras. More swooping. More snapping. And as quickly as we lifted off, we are back on the ground. As we step out of the plane, someone comes running over to tell Jolie that Brad is on his way. He'll be landing any minute.

Two-and-a-half years ago, I had dinner with Jolie at the L'Ermitage Hotel in Beverly Hills. At the time, she seemed to have happily settled into her post-Billy Bob life as a single mom, after having adopted Maddox from Cambodia in 2002. Jolie was in L.A. to shoot Mr. & Mrs. Smith and had just begun rehearsals. She had known Brad Pitt for only about a week. "Today they were putting us together and trying outfits on us, seeing how we look as a couple," she said to me then. "It's always so silly; you don't know somebody and in three days you're going to be 'married.' But he's lovely, Brad Pitt. He's very sweet."

When I asked her then about the film, she said, "It's a study in marriage and how well you know your partner. There's everything from couples therapy to arguing about the drapes, and you think they're having affairs, and then you slowly discover that the reason they're having problems is because they have very different lives and have secrets from each other." And then she said this: "My opinion of marriage comes from a very cynical place. Do you want to kill your spouse? For me, that's a serious question. And Brad Pitt comes from a place of: What a funny idea, to kill the person you're married to, because he has a happy marriage. So we're actually a very funny combination."

Now it is mid-September 2006 and we are back at the same hotel, sitting in one of the sprawling garden suites that she has reserved so that we might have a little privacy while we eat and talk. (Two-and-a-half years ago, we sat in the lobby and no one said a word to us but the waitress.) She is wearing her uniform: skinny black slacks with black flip-flops and a black sleeveless jersey V-neck. A pair of aviators hangs in her considerable cleavage. There are lots of silvery rings and a black rubber band around the wrist for when she needs to pull back her hair.

Jolie has not given a lengthy personal interview since she and Brad have been together, and when I bring this up she says, "I mentioned that last night to Brad. I said, 'I'm a little concerned. I just haven't done this, having to represent another person.' Usually I just represent myself and I don't worry about it, because I don't care how bold I am. People can think anything they want about me if it makes their time at the checkout counter go a little quicker. I'm all for killing time in the supermarket. But Brad said, 'Well, don't change a thing about the way you've always done it. Just relax and don't worry.'"

This comes as a huge relief. A couple of years ago, when I stuttered and stumbled over a personal question, Jolie looked me in the eye and said, "You can ask me anything." When I remind her of that, she tells me that it's still the case, though I can feel that she is being more cautious, a little self-conscious. I plunge right in and ask the obvious question: What happened?

"Brad was a huge surprise to me," she says. "I, like most people, had a very distant impression of him from . . . the media." She laughs heartily. "I am just as guilty!" And then she wades in, tentative at first, and begins to explain how their relationship evolved. "I think we were both the last two people who were looking for a relationship. I certainly wasn't. I was quite content to be a single mom with Mad. And I didn't know much about exactly where Brad was in his personal life. But it was clear he was with his best friend, someone he loves and respects. And so we were both living, I suppose, very full lives.

"Because of the film we ended up being brought together to do all these crazy things, and I think we found this strange friendship and partnership that kind of just suddenly happened. I think a few months in I realized, God, I can't wait to get to work. Whether it was shooting a scene or arguing about a scene or gun practice or dance class or doing stunts—anything we had to do with each other, we just found a lot of joy in it together and a lot of real teamwork. We just became kind of a pair. And it took until, really, the end of the shoot for us, I think, to realize that it might mean something more than we'd earlier allowed ourselves to believe. And both knowing that the reality of that was a big thing, something that was going to take a lot of serious consideration."

Jolie seems almost relieved to be talking about their relationship. "Not as exciting as what a lot of people would like to believe," she says. "We spent a lot of time contemplating and thinking and talking about what we both wanted in life and realized that we wanted very, very similar things. And then we just continued to take time. We remained very, very good friends—with this realization—for a long time. And then life developed in a way where we could be together, where it felt like something we would do, we should do."

When I ask her what Brad is like, she says, "He's private. He's got a wicked sense of humor. He's a real artist. He's very content to just be alone in a room and create and draw and read and get lost in all of that. He is a great challenge to me. We push each other to be better. Even if it's just a better bike rider or a better pilot. We're constantly in competition with each other. He's somebody I admire based on the way he lives his life. And that's why I'm with him. He'll probably read that and laugh. We still have this funny thing: We were so used to not being together that when I was adopting Zahara and going through the follow-up home study, the woman said, 'How long have you been together? And can you explain your relationship?' And she's obviously not a reporter. She's just a woman doing her job. But we both got hysterical. We couldn't answer the questions. We were like two idiots. 'What do you mean? We're not. . . . We've never had a. . . .' We're like two great friends, and if we talk seriously about the relationship, it just seems odd. I mean, on occasion we are obviously capable of being very adult with each other."

They are not married, and Jolie says they have no plans to be. "We have both been married before, so it's not marriage that's necessarily kept some people together. We are legally bound to our children, not to each other, and I think that's the most important thing." Jolie herself still seems a bit surprised by the turns her life has taken.

"Yeah, life has moved very quickly," she says. "Brad and I have these moments where we look around and suddenly realize we have three kids. The day Shiloh came home, we were in Africa and we had just gotten back from the hospital. We looked around at three sleeping children and each other and thought, My God!" She laughs. "Here we are! This is amazing! Couldn't be happier! But . . . wow. We can't even figure out how to get them all in the car."

It was the children, she says, that really sped up things. "Especially Maddox," says Jolie. "There was a coming together of him and Brad. It's a big thing to bring together a child and a father. It had never crossed my mind that Mad was going to need a father—certainly not that it would be this man I just met. Until, of course, I got to know Brad and realized that he is naturally just a wonderful father. And we left a lot of it up to Mad, and he took his time and then made the decision one day."

How did he express himself? I ask.

"He just out of the blue called him Dad," she says. "It was amazing. We were playing with cars on the floor of a hotel room, and we both heard it and didn't say anything and just looked at each other. And then we kind of let it go on, and then he just continued to do it and that was it. So that was probably the most defining moment, when he decided that we would all be a family." By this time, Jolie had already set in motion the process of adopting another child, and even though it was her signature on Zahara's adoption papers, "we both saw her picture in a file on the same day, and we both went to Ethiopia to see her, and we both had the same fear because she was sick at the time, and we both made the decision that no matter what, we were going to look after her. It evolved in that way where he committed to them as a man commits to a child; it just happens emotionally when you make that internal decision, and you just behave accordingly. He's just naturally there for them."

When I ask about the media maelstrom that resulted from their decisions, and what it looked like from her perspective, she leans back on the couch that she's sitting on and throws back her head. "Oh, God. Um." Long, uncharacteristic pause. "I'm only being cautious because it involves so many people." She bites her lower lip. "I suppose that is the thing that is the most difficult. We all go through these things in our lives—children, divorces, marriages, different relationships—and anybody can have an opinion about what is right or who's evil or what they think is really secretly happening. But the reality is that it didn't help anybody involved—even if it was the person you thought you were taking sides with—to exploit it so much. But that being said, we're all adults and we have come out the other end of it and all of us are good, stable, clear-thinking people who care about each other. So that's the good news: that it didn't cause further unrest between the relationships where it really matters for the future."

Of course, the elephant in the room here with us is Jennifer Aniston. When I finally find the nerve to ask if they have ever talked or met, Jolie says, at first, no. But then, a minute later, she interrupts me. "But . . . so . . . you asked if I have ever met Jennifer and I said no. I did, but it was not a proper meeting. We've, like, passed each other and said hi briefly, shook hands. But not a real sit-down-and-talk kind of meeting."

Do you imagine that happening at some point?

"That would be her decision, and I would welcome it."

Last fall while shooting The Good Shepherd, directed by Robert De Niro and costarring Matt Damon, Jolie "fell" pregnant. "It was a busy weekend on the set," she says. "Matt's wife also got pregnant, and we had the same due date." Two and a half months later, the cast and crew were called back for reshoots, and Jolie, who was now starting to show, went to great lengths to keep her pregnancy a secret from everyone, including De Niro. "It was the first time I worked since I got pregnant, and I hadn't eaten for three hours. We were doing a Christmas scene, sitting around this piano singing songs, when the world just went completely black in front of me and I nearly threw up. It was like, cut! They had to move me to the side, get me a nurse. And then I had to say, 'Bob, I think I might be pregnant.' And he was great. He went and got me a banana, I think."

In The Good Shepherd, Jolie plays the wife of Matt Damon, a Skull and Bones member from Yale who gets recruited to work for a precursor to the CIA during World War II. It is essentially a film about the birth of the intelligence service in America, but it is also concerned with the idea of secrets in general and how destructive they are—especially to Damon's character's personal life. Jolie enters the picture a gorgeous, vivacious 20-year-old sorority girl from a wealthy family whom everyone calls Clover and exits it an embittered, prematurely gray 40-something alcoholic rattling around in a big house and insisting that her husband call her Margaret.

De Niro cast Jolie because of a scene he caught of a film, the title of which he can't remember, wherein a guy tries to pick her up in a bar. "She was very good," says De Niro, "and kind of tough, but when I watched the scene it made me laugh. I felt that one side of Clover needed that kind of toughness." De Niro's biggest concern about casting her had to do with the physical aspect of aging. "The way the character is written, she kind of gets frumpy as she gets older. I had this preconception in my head of her literally being heavier and approaching middle age. That she would become this sort of, not quite dowdy housewife, but someone who's settled into and accepted her fate. Angelina did that but in her own way, and I was very, very happy with it. Her instincts are terrific."

Damon is friends with Billy Bob Thornton and has known Angelina socially for years, but they had never done a film together. "With someone who is that kind of a supernova," he says, "it's easy to forget why so many people are interested in them, and so the first kind of big scene that we did, I remember the cinematographer widening his eyes because, he, like everyone else, was just kind of blown away by the power that she has as an actress. It was a reminder of why she's Angelina Jolie."

Jolie tells me that she took the part mostly because she "was just really curious about" being directed by De Niro. "He's fascinating," she says. "I think a lot of people are scared of him. But I ended up liking him so much. He's a real artist. And he respects someone who works hard—even if he thinks you are wrong, he will give you that."

It should come as no surprise that making movies has not been a big priority in Jolie's life lately. What film role could possibly be more exciting—or more sweepingly romantic, for that matter—than her own epic life story? Indeed, when I ask about her future plans, she mentions film almost as an afterthought. "I'll always work with refugees. I'd love to have more kids and continue to explore the world and travel a lot and live abroad. I don't think much about film. But I'm sure I'll do more; I'm sure there will be some projects that I'll get excited about."

The Good Shepherd is Jolie's first film since Mr. & Mrs. Smith, which reestablished her box-office clout—and justified her $15 million price tag—after several clunkers in a row, like Taking Lives and Alexander. Later this year she will appear in Robert Zemeckis's half-animated, half-live-action version of Beowulf as Grendel's mother, and she has also committed to starring in an upcoming production of Atlas Shrugged. And just after I meet with Jolie in Los Angeles, she and Pitt pack up their brood and move to India for three months, where neither actor has ever been and where they are working together—he as the producer, she as the star (opposite Dan Futterman)—on A Mighty Heart, a film directed by Michael Winterbottom and based on the book by Daniel Pearl's widow, Mariane. When Pitt and Aniston were still together, their production company, Plan B, bought the rights to the book, which tells the story of the people who came to Mariane's aid, including an Indian woman and a Pakistani Muslim man, after her husband was kidnapped by Islamic militants. A few years ago, Aniston told me in an interview she was very excited about "nurturing" the project and that she was even considering playing Mariane. "I would love to think that I could. We'll have to see when it happens."

Now it is Jolie's part. In many ways, it makes perfect sense. "We have a lot of things in common," says Jolie. "Mariane worked for many years in radio and journalism in different areas of migration. So, obviously, my working with refugees . . . we have just great discussions about a lot of women's issues and issues to do with children that we both care a lot about."

Unfortunately for the Jolie-Pitts, they were met in India with madness. Through much of October there were constant stories of the paparazzi mob that followed them everywhere they went. One day I got an E-mail from Jolie's longtime assistant, Holly Goline: "We are barely surviving India."

This, as Aniston can attest, is the downside to being Brad Pitt's lady. For some reason, he whips the media into a special kind of frenzy. When I first met Jolie in 2001, she traveled alone to the airport with just a backpack. She had no cell phone, no E-mail address, wore no watch on her wrist. She prized her freedom above all else. Today, she neurotically checks her BlackBerry every few minutes while bodyguards lurk in the shadows. At one point, I ask her what has been the most difficult aspect of the last couple of years. "Having less privacy," she says. "It's only difficult because I love my freedom. I just became that much more public, and it was something I knew would happen, and it was almost a reason to not make the choices I made. I knew I would be sacrificing certain things. And that for the kids is the most difficult. I think about that with Mad. Even when we were shooting Mr. & Mrs., Mad and I would go to the parks and run around, and occasionally someone would follow me home from the set and I'd get photographed. People weren't outside my house every day. We could really go to the park, we could go for walks, we could get a coffee, he and I would go grocery shopping. And now we can't do those things. Hopefully it will all fade away. We're a new family, and soon it will be less interesting."

A week after the photo shoot in the desert I find myself back at the same suite in the same hotel in Beverly Hills. Jolie seems agitated and looks pale. She has a cold, it turns out, and is clutching a wad of Kleenex. In a matter of days, she will be in India speaking in Mariane Pearl's accent. She is hiding out in a hotel room here, studying French. "I've been trying to do it at home for the past few weeks, and it's just impossible to focus. Somebody is always . . . the kids come and go from school, and then Shiloh's having a moment. So I just came here to have a little bit of quiet."

At last, a crack in the armor, a sign that her life can be complicated and that being a mother of three can be downright overwhelming. Because she seems particularly vulnerable today, sitting with her legs pulled up to her chest with her very skinny arms wrapped around them, I ask: Who helps you through difficult moments? "Brad," she says. "He's the person closest to me. That said, I've often been accused of not talking about my personal things. I mean, even with Brad. He usually has to draw something out of me. I have had a lot of people—ex-husbands, et cetera—kind of suggest that they'd be very open to being a shoulder to cry on. If I had the inclination, it would be very lovely if I could possibly let that go. But I have this odd sense of, It's not going to accomplish anything to cry. It's not going to help you to get a hug! I'm not a hugger. People make fun of me. It's something that I have a hard time with. If someone hugs me, I hold my breath. Snuggling, cuddling, hugging, crying . . . all that stuff makes me very uncomfortable."

What about with your kids?

"Oh, I love hugging my kids," she says. "It's a different thing because you feel such a genuine grab from them. Whereas I think adults, we do an odd thing; we tend to just hide in each other's shoulder when we're upset."

Jolie famously hasn't spoken to her father, the actor Jon Voight, in five years, but she is very close to her mother, Marcheline Bertrand.

I ask her, Do you ever call your mother crying if you've had a bad day?

"No. I'm never that person."

Whom do you trust?

"I don't trust anyone."

Really?

"Yeah," she says. "I don't think it's a good thing. This is going to make you think that maybe I should get some therapy, but trust is such a bizarre word. I'd like to say that I trust my mother, but I also don't know if she might do something that she thinks is in my best interest. I trust that Brad will never do anything. . . ." She trails off. "I don't know. I don't trust anybody completely."

Despite this reflexive bit of tough-girl cynicism, it is abundantly clear that Jolie is in a very different place than she was when I met her for dinner at a hotel in Montreal five years ago. As she told me once before, and reiterated, "The reason I was so lost is because I didn't have a sense of a place to put my fight and my passion." When I ask her how she thinks she's changed since we first met, she takes a minute to get it right. "I'm committed to the future now," she says. "I'm committed to life. I think definitely before my son, I was a little nihilistic. But once I adopted Mad I knew I was never going to be intentionally self-destructive again. I'm starting to be able to see being 50 years old with the kids graduating from high school—though in my mind we're in the middle of a desert or a jungle with tutors and some local friends."

Back on the airstrip in the desert a week earlier, I catch a glimpse of this gentler, more loving side of Jolie. Just after she has safely landed her plane and is told that Pitt is on his way, there is a palpable shift in mood. Everyone is all atwitter: Brad is coming . . . Brad is coming. We are standing around, several hundred yards from the runway, when a craft comes into view. As Pitt lands their other plane, an eight-seat Cessna Caravan—the family minivan to Jolie's sports car—we are all asked to stay put as Jolie, still in her white linen suit and heels, begins a long, dramatic walk alone to meet Pitt at his plane. As she gets closer, the propeller kicks up dust and she waves to him in the cockpit with one hand while holding her hair with the other. Suddenly, the door opens, stairs are lowered, and Pitt scurries down and nearly scoops her up. He hugs her tight and then reaches down and grabs her ass. As they walk back toward the group, talking and laughing the whole way, Jolie has wrapped an arm around Pitt's torso, and she has her head on his chest, almost nestled into his armpit. It is the first time I notice how small and delicate she actually is. And then, as they get closer, I notice something else: Jolie has her other arm wrapped around him, too. She is holding on with both hands.