THAT'S GLAMOUR, KIDS

ON THE COVER

Dazzling talent? Check. Radiant beauty? Check. Exquisite frocks? Check. With the glamour quotient assured, motherhood was the theme of this month's cover shoot, with Annie Leibovitz’s daughter among the kids on the set, Gwyneth Paltrow expecting, and Salma Hayek’s mom playing stylist

One of only nine actors, male or female, ever to receive nominations for both best and best-supporting Oscars in the same year (she did it in 2003, with Far from Heaven and The Hours),Julianne Moore has three projects in the pipeline: the Sundance-bound indie Marie and Bruce, with Matthew Broderick; The Forgotten, a thriller with Dominic West; and next month’s Laws of Attraction, a romantic comedy with Pierce Brosnan. After braving a snowed-in New York in jeans and a newsboy cap, Moore arrived in Los Angeles and dazzled the children who were roaming the set (Annie Leibovitz had brought her daughter and encouraged other mothers to do the same) with her transformation into an Oscar de la Renta-clad fairy princess. “It’s O.K.,” the silver screen’s most haunting nurturer told her little admirers. “I’m just somebody’s mom.”

JENNIFER MASSONI

Academy Award-winning actress Jennifer Connelly is also a mom (to seven-month-old Stellan and fiveyear-old Kai) and a wife (to actor Paul Bettany). In addition, she’s the sort of actress whose no-fear approach to her craft keeps her fans guessing as to what soul-wrenching role she plans on tackling next. Consider what she’s already left in her wake: a chilling and all-too-convincing portrayal of a desperate junkie in 2000’s Requiem for a Dream; an Oscar-winning performance as the long-suffering Alicia Nash in 200l’s A Beautiful Mind; and a role as a (gulp) self-destructive recovering alcoholic in 2003’s highly acclaimed House of Sand and Fog. Those who’d like to see her do something light and frothy can keep holding their breath: next up is Walter Salles’s Dark Water, a remake of a Japanese psychological thriller, due out from Walt Disney Pictures in the fall.

LAURA RANG

While New Yorkers were buzzing about Gwyneth Paltrow's rumored pregnancy, reported in the Daily News that morning, all was calm on the set of Vanity Fair’s cover shoot in L.A. Hours before she would confirm that she was expecting—and just days before she and her rockstar beau, Chris Martin, would wed in a secret ceremony—Paltrow arrived wearing jeans, a belly-exposing top, and a substantial engagement ring. The platinum band, sprouting a dazzling diamond, was engraved with “G,” “C,” and “2003.” Paltrow—whose next film, Sky Captain and the World of Tomorrow, co-starring Jude Law, hits theaters this month—then slipped into a sexy Narciso Rodriguez dress that accentuated her newly acquired curves, remarking, “I’m not normally this voluptuous.”

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LINDSAY BUCHA

Don’t expect to see Naomi Watts's name plastered all over the papers. She prefers to make her mark on-screen, as she has since her breakout role in David Lynch’s Mulholland Drive. The easygoing actress, who was born in England and raised in Australia, beguiled audiences as Rachel Keller in 2002’s The Ring and astounded the critics as Cristina Peck in last year’s indie triumph 21 Grams. Watts will be everywhere in 2004, with a total of six films, ranging from the comedy I Huckabee's, with Dustin Hoffman and Jude Law, to the thriller Stay, with Ewan McGregor. Posing for our Hollywood Issue cover for the third time, Watts kept up her customary breeziness during the shoot, camping out next to V.F.’s infamous “candy bowl”—which is filled with free packs of cigarettes. That night, she was off to Australia to vacation with her family and on-again boyfriend Heath Ledger.

CAROLYN BIELFELDT

One year after Frida—the movie she’d been trying to make for ages—not only got made but earned her an Oscar nomination for best actress, Salma Hayek is finally looking like a full-blown Hollywood star, instead of the eye-catching starlet she’d been ever since Robert Rodriguez cast her opposite Antonio Banderas in 1995’s Desperado. Hayek flew to V.F.’s shoot from the Bahamian set of After Sunset, one of the six movies she’ll appear in this year, and in no time had charmed the Starbucks emissaries who were serving complimentary coffees. There’s no mystery where Hayek got her bombshell looks and magnetic personality. Her mother, Diana, accompanied Salma to the cover shoot, looking as if she herself could have posed alongside Hollywood’s leadingest ladies, and immediately assumed styling duties, accepting and rejecting dresses on behalf of her screen-idol daughter.

ABBY FIELD

We’re told that Jennifer Aniston was barely able to sleep the night before V.F.’s shoot, so nervous and flattered was she to have been included in this group of women. That may seem strange, considering the following: Aniston has long been a household name for her role as Rachel Green on NBC’s Friends (she’s got the Emmy and the $1-million-per-episode salary to prove it); she has starred in a string of great movies, including 2002’s The Good Girl, which snagged her a Golden Globe nomination; and she’s married to ... well, you know. Nevertheless, the famously down-to-earth actress was amazed when her fellow V.F. cover girl Alison Lohman asked to be introduced to her, out of all the stars in the room. Maybe Aniston’s starring role opposite Ben Stiller in Along Came Polly (out now from Universal), the unveiling of her hotly anticipated new production company, Plan B, and the mania ignited by the last episodes of Friends will finally make her believe she’s worthy. We sure do.

LAUREN TABACH-BANK

If Kirsten Dunst's kiss with Brad Pitt 10 years ago in Interview with the Vampire marked her arrival in Hollywood, then her lip-lock with an upside-down Tobey Maguire in the 2002 blockbuster Spider-Man signaled her emergence as a genuine star. This year, the 21-year-old Dunst will appear opposite Jim Carrey (in Eternal Sunshine of the Spotless Mind), Maguire (in Spider-Man 2), and Paul Bettany (in Wimbledon), but don’t make the mistake of measuring her fame by the men she makes movies with. She doesn’t play that game. In fact, in an effort to circumvent the Hollywood boys’ club, Dunst recently formed a film company with her mother called Wooden Spoon Productions. (The spoon is pointedly wooden and not silver, in a nod to her humble beginnings.) Dunst may be a feminist in real life, but she’s flexible when it comes to fiction: in her latest film, Mona Lisa Smile, she plays a conservative 1950s Wellesley student trying to resist the nascent counterculture.

FRED TURNER

Diane Lane was just 13 when she starred alongside Sir Laurence Olivier in her first film, A Little Romance, and she worked with Francis Ford Coppola three times before she was 20. Superstardom seemed to be hers for the taking, but, at age 19, Lane made the mature yet risky decision to step away from acting and focus instead on her suffering relationship with her mother. Now Lane is a mother herself (not to mention a fiancee, to Hollywood heir Josh Brolin), and her career is back in full swing, thanks to her performance as an adulterous suburban housewife in Adrian Lyne’s 2002 hit, Unfaithful, for which she received an Oscar nomination. Last year’s Under the Tuscan Sun earned her a Golden Globe nomination, and her next project, Void Moon, based on Michael Connelly’s novel, has her playing a cat burglar opposite none other than A1 Pacino. At the V.F. session, Lane reminded everyone she’s still a woman who knows her limits—by requesting a midshoot smoke break.

MEG NOLAN

Lucy Liu is known for playing independent women, from the tempestuous Ling Woo, on television’s Ally McBeal, to the crime-fighting martial artist Alex Munday, in the Charlie’s Angelsseries. This past year, the 35-year-old actress assumed the identity of another feisty female—O-Ren Ishii, the yakuza crime boss in Quentin Tarantino’s gory Kill Bill saga. Liu, a Queens native, energized the cover shoot by importing to L.A. the hurry-up-and-go vibe of New York, taking candid snapshots of her star companions and swapping anecdotes outside Jennifer Aniston’s dressing room. Although Liu fell to Uma Thurman’s sword in Kill Bill: Vol. 1, she will resurrect her role via flashbacks in Vol. 2, out this month. Then she’s set to start her own franchise, as the star and executive producer of a contemporary Charlie Chan series.

JACQUELINE NEISS

Hilary Swank, who is blessed with a pair of the movies’ most impressive cheekbones, strode onto Culver Studios’ Stage 11, where the V.F. shoot took place, with the nonchalance of a crew member in search of coffee. Dressed in jeans, black heels, and a simple cardigan over a T-shirt, Hollywood’s acclaimed chameleon was a study in understatement. The ever affable Swank made use of her complimentary disposable camera to snap some of the best behind-the-scenes pictures of the day, and was first on hand to help a windswept Scarlett Johansson re-arrange her fairytale dress. Five years after winning the bestactress Oscar for Boys Don’t Cry, Swank is set to star in three typically divergent projects: 11:14, an independent feature; Red Dust, a gritty legal drama with Chiwetel Ejifor, of Dirty Pretty Things; and Iron Jawed Angels, an HBO film about suffragettes.

EMILY POENISCH

“It girl” is probably too ephemeral a tag to hang on Alison Lohman, now that she’s firmly perched on the brink of stardom. The 23-year-old ingenue who once told an interviewer, “I don’t want to be known, I’d rather be invisible,” has pulled off some explosive coups in her career—such as getting top billing over Renee Zellweger and Michelle Pfeiffer in 2002’s White Oleander and landing the role as Ewan McGregor’s stunning raison d’etre in Tim Burton’s Big Fish. During V.F.’s cover shoot, Lohman, whom director Ridley Scott found youthful enough to cast as a 14-year-old in 2003’s Matchstick Men, spent most of her time playing with the kids, including Annie Leibovitz’s twoyear-old daughter. Maybe Lohman was doing research for her upcoming role in an English version of Nausicca of the Valley of the Wind, an animated film by Hayao Miyazaki (Spirited Away).

PATRICK CHRISTELL

Scarlett Johansson seemed to be channeling Marilyn Monroe when she arrived at V.F.’s cover shoot with platinum hair and bright-red lipstick to match her name. Her deep voice, soulful gaze, and retro look belie her age, but the 19-year-old actress isn’t all serious all the time. On discovering a golden-hued gown and a brand-new iPod in her dressing room, Johansson reacted with enthusiasm worthy of, well, a teenager. The native New Yorker got her first break at age 13, when she starred in Robert Redford’s The Horse Whisperer, but in 2003 she vaulted onto the A-list, starring opposite Bill Murray in Sofia Coppola’s Lost in Translation, and opposite Colin Firth in Peter Webber’s Girl with a Pearl Earring—each of which earned her a Golden Globe nomination. Next up for Johansson: the highschool caper Perfect Score, due this month. Playing a typical teenager may be her biggest stretch yet.

CAITLIN MORLEY

When Maggie Gyllenhaal showed up for her fitting the night before the shoot, she was wary of the dress Annie Leibovitz had picked out for her. On the hanger it looked like a shredded mess, but when she slipped it on the spectacular Alexander McQueen creation fit like a glove. (Gyllenhaal remarked that she “felt like a warrior.”) The hipster heroine, who shocked and delighted audiences as the guileless, masochistic title character in 2002’s Secretary, arrived just before call time with Kirsten Dunst (her co-star in Mona Lisa Smile), accepted the offer of a Fred Segal massage, and was ready to go. This spring, Gyllenhaal is set to appear onstage in Tony Kushner’s Homebody/ Kabul at the Brooklyn Academy of Music, reprising a role she first played in L.A. Then she’ll return to the big screen in Criminal, a thriller with Diego Luna and John C. Reilly, and to the small screen in Strip Search, an HBO film directed by Sidney Lumet.

KATIE CLAYPOOLE