Michelle Pfeiffer insists it was all in the "lighting."

The 51-year-old actress is discussing an arresting scene in her new film, "Cheri," where she literally seems to age a decade, all under the unflinching eye of the camera. It's one take -- no cuts, no special effects. Clearly lighting helped, as did director Stephen Frears, who insisted that her character, an aging French courtesan, smile luminously throughout the early part of the film, purposely saving the shock of what Pfeiffer calls the "droopage" for that moment. "When your face is in repose, everything drops and you age," she explains, with a chortle. "I'd like to say that we used prosthetics but we didn't."

What she glosses over is the utter pathos she brings to the scene, that of a beautiful woman staring into the abyss of age and loneliness.

For those who grew up on Pfeiffer's icy beauty in "Scarface," or watched her writhe on top of a grand piano in "The Fabulous Baker Boys," or giggled during " Batman Returns," when, as Catwoman, she snapped her whip with sadomachistic glee, a senescent Pfeiffer is almost an unimaginable concept. In person, she appears as a beautiful, mature woman of indeterminate age. The skin is still creamy, the cheekbones curvy and pronounced, the eyes that eerie green-blue. Over tea at the Four Seasons, she is dressed for anonymity, arriving in a gray top, black slacks, and black Jackie-O glasses that almost completely obscure her famous visage. Yet, when the glasses come off, she is unexpectedly straightforward.

"Cheri," which opened Friday, certainly dives headfirst into the feminine dilemma of the aging beauty. Based on a pair of novels by Colette and set in pre- World War I France, "Cheri" tells the story of the professional siren Lea de Lonval, who falls unexpectedly in love with a much younger, slightly vapid, but exceedingly beautiful young man, played by Rupert Friend. It's the tale of a refined cougar written about 90 years before cougardom entered the cultural lexicon, and the new film pairs Pfeiffer again with her "Dangerous Liaisons" director Frears and screenwriter Christopher Hampton.

"It certainly was walking into the eye of the storm, in terms of the whole issue of aging. I turned 50 on the set," Pfeiffer says. She was happy that she was working, so she didn't have time to dwell on crossing the 5-0 rubicon, although she notes, "Honestly, there's certainly a mourning that takes place. I mourn the young girl, but I think that what replaces that is a kind of a liberation, sort of letting go of having to hold on to that. Everyone knows you're 50. So you don't have to worry about not trying to look 50. And then it becomes, 'Hey, she looks good for her age.' "

For Frears, his short list of actresses for the part essentially consisted of one person: Pfeiffer. "What's good about her [in the part] is she is extremely hard-headed and she's very touching and very vulnerable," he says. "She was always very, very good about her age. She wasn't endlessly whispering into the cameraman's ear."

If anything, she says, it was cinematographer Darius Khondji who consistently balked when told to make Pfeiffer "look my worst."

Pfeiffer works relatively infrequently these days. She took off five years after 2002's "White Oleander" to devote to her family, her two teenagers and husband David E. Kelley, the creator of such TV shows as "Ally McBeal" and "L.A. Law." Even now she and her agent, Chris Andrews of Creative Artist Agency, have a code name for worthy scripts. They call them "dead of winter" as in good enough projects that they "warrant me leaving my family during the middle of the school years and knowing they can't come with me actually," she explains.

"Cheri" was one of those rare projects. Pfeiffer was sitting in the makeup chair on her film "Personal Effects" (a little-seen effort with Ashton Kutcher) when her hairdresser got a call and handed the phone to the actress. It was Frears -- whom Pfeiffer hadn't spoken to you in long time -- telling her about "Cheri."

"He couldn't have just called my agent, you know?" she says, laughing. He sent her the script, which she loved so much that she kept "waiting for the for the other shoe to drop because movies fall apart all the time.

"When I started out, super low-budget movies were the exception to the rule. And now, it's not. And now movies are being financed in all sorts of weird creative ways," she says. "I don't even know where the money comes from, and I don't really want to know. But all of a sudden you've got 30 producers on a film because they all gave $5. And they're all visiting. It's just crazy; you never want to leave your trailer."

Pfeiffer can be delightfully blunt -- which is partly why several years ago, she gave up her production company. "The process is too heartbreaking for me," she says about making movies on the other side of the camera. "It's years out of your life and mostly a lot of dead ends. And I also don't think my temperament is right because I'm really a straightforward person. I call it as I see it. I expect people to deal with me in the same way. And when they don't I get really angry. When I ended the company I kind of had this rebirth for my love of acting."

She and Kelley also moved to the Bay Area for a life "that was just ever slightly slower." When she's not working, she is perfectly content to hang out with her kids. "I'm not like one of these moms who can't, like, wait for school to start in the fall so they can get rid of their kids," she says. "I hate school. I hate getting up in the morning. I hate the homework. I like summer days with my kids. I have fun with them."

But when she does work, her focus is complete, as she demonstrates in "Cheri." Her character has long ago forsworn love as an occupational hazard. Or as Pfeiffer says, she knows that "if she fell in love that would be the end of her career. I think she's incredibly independent. She would never tolerate anyone controlling her. She wants someone malleable and young that she can control. It's interesting at the end of it when he decides he doesn't want to be controlled anymore."

Pfeiffer admits that when she takes on a role, it's hard for her not to become consumed. Her new character intoxicates, seeps into her, obsesses her unconscious psyche.

With her latest outing, it was film's examination of timeless themes -- the high price of love, the power dynamics between men and women, and the deterioration of beauty -- that got under her skin.

"It's been a year almost to the day that I stopped filming 'Cheri,' " Pfeiffer says, "and I still haven't recovered."

Michelle Pfeiffer has been dreading this moment. A couple of years ago, when she first read the script for Chéri, the romantic drama opening next Friday, she immediately recognized parallels between herself and the main character. Based on a novel by Colette, the film centres on Lea de Lonval, a 49-year-old belle époque courtesan who, seeing both her career and beauty on the wane, takes a young lover to forestall her growing sense of mortality. While Pfeiffer has long been happily married to a man of her own vintage, she quickly anticipated the annoying questions she'd get from journalists while promoting the film.

“I said, ‘Well, I'm really headed into the eye of the storm here, aren't I?'” Pfeiffer recalls, an amused trill in her voice. “I said to myself, ‘Okay, everything's going to be about turning 50, the issues of your fading beauty, and all those questions you hate, hate, hate.'”

Can you blame those who might ask the questions? Pfeiffer, after all, is almost infamously beautiful: that porcelain skin, the long neck, the lithe figure, those wide-set cornflower blue eyes that unsettle the soul. For more than a quarter century, she has practised a kind of voodoo with that ridiculous beauty, using it to beguile onscreen partners (and, not coincidentally, certain swaths of the movie-going public) while keeping them off balance with a quicksilver mix of icy aggression and emotional vulnerability. Now, having passed the milestone of her 50th birthday last year, Pfeiffer is confronting the reality that she may be moving into an uncertain new phase of her professional life.

Not that she doesn't look fabulous. Today, she is in a soft, peach-hued sweater and properly distressed 7 For All Mankind jeans, both of which hug her small frame. In Chéri , she parades across the screen in a series of sumptuous period costumes; sometimes, the camera lingers on Lea in bed, her blond curls cascading across the sheets. In one scene, wearing something resembling a Grecian gown while watching her young lover lounge in the bath, she looks like Aphrodite herself.

It would be ironic if Pfeiffer, like Lea de Lonval, found her prospects shrinking, for she is contemplating returning to work on a more frequent basis. After first breaking out as the cocaine-addled gangster's moll, Elvira, in Brian De Palma's hysterical Scarface in 1983, she went on to prove her acting chops opposite such heavyweights as Jack Nicholson ( The Witches of Eastwick ).

Starting in the late eighties, she rattled off three Oscar-nominated performances in five years: as the virtuous target of seduction in Dangerous Liaisons (1988), as a washed-up lounge singer in The Fabulous Baker Boy s (1989), and as a 1960s housewife obsessed with Jackie Kennedy in Love Field (1992). But about a decade ago, Pfeiffer slowed down her pace to one leading role a year in order to dedicate herself to raising her two children, who were born in 1993 and 1994.

“When they were little, I would just throw them in a suitcase and we'd go everywhere, and once they got in school I didn't feel that was fair to them,” she explains, sitting earlier this week in the corner of a room at the Four Seasons Hotel, legs casually tucked under her on a chair.

“My daughter's 16, and it really hit me how little time I have left with her, and my son, he's 14, I only have four years left with him.”

“There are things only a mother notices,” she continues. “So you can't be away for too long. I'll leave, and people are there, and taking care of things, and they're running great, and I come back – everybody's happy, things are running smoothly – and I'm out of sync, you know? There's this sort of rhythm that's happening, and you're not a part of it. It takes a while to fall back in.”

Pfeiffer says she isn't sure what she'll do when the kids leave home. “I don't know if I'll direct, I don't know if I'll go back to school and do something else, I don't know if I'll act more, just do more movies. … It'll be interesting. I know I'll have serious empty-nest syndrome.”

Taking the role of Lea meant being away from her family during a shoot in France, but it was an opportunity to reunite with Stephen Frears and Christopher Hampton, the director and writer, respectively, of Dangerous Liaisons .

Pfeiffer, who went to college for only one year, had never read Colette, and in conversation she gives the impression of being more intuitively than formally educated: She says she had never heard the phrase ‘May-December relationship' until a few days ago, and she is unsure of the proper way to describe a gap of two decades in age between lovers. “She's 20 years … do you say ‘senior'?” she inquires.

“I was a bit daunted when I learned [ Chéri ] was from French literature,” Pfeiffer admits. “I went: ‘Oh boy,' and prepared to plod my way through the material.”

But Hampton, who began working on the project seven or eight years ago, says the list of actresses who fit the bill for the lead role of Chéri was short: “You needed an actor who was about 50, who was clearly very beautiful, and was sufficiently relaxed in herself to give herself to the story and not be made anxious by it. It's a tough subject for a woman turning 50 … and Michelle had absolutely no provisos about being shot in a way that made her look as if she was aging.”

Pfeiffer says that's not entirely true. “I don't like it, you know?” she nods. “As a person. But as an actress? You have to sort of separate the two, it's just important. It was really an integral part of the piece.”

Reaching a certain age was not the only thing Pfeiffer shared with Lea. The character initiates her relationship with the 19-year-old Chéri as a diversion, but when six years pass and the two are still together, their feelings for each other have grown without either entirely realizing it. Nevertheless, Chéri's mother arranges a marriage for her son, leaving Lea adrift and lamenting: “Being with someone for six years is like following your husband to the colonies. By the time you come back, you've forgotten what to wear and nobody remembers who you are.”

Pfeiffer admits Lea's social dislocation reminded her of when she broke up with her first husband, actor-director Peter Horton, whom she had married in 1981 at age 23. “I remember when I was married the first time and we separated – ugh, you know? It never occurred to me, the sort of comfort level that I had, or the ease of being with someone – you take it for granted – of being with somebody for years who knows your body, who accepts all your imperfections, and you meet them at a certain age when you're young. And 10 years later, or whatever, the idea of this new person, you know, seeing all your flaws, it makes you really vulnerable.

“And being single is a different lifestyle. It's like functioning in a social situation. All of a sudden, now you're single and it's scary at first,” she continues. “I mean, for better or worse, unknowingly, you kind of take on a different role when you're a married person. So I do think that is, um, really, it's scary. Does that make sense?”

Five years after her divorce with Horton was finalized in 1988, Pfeiffer married again, to television producer David E. Kelley ( The Practice , Ally McBeal ). “I think it's one of the things that makes my marriage work, that we're both in the same business,” she says.

“I'm really glad he's not an actor, because as much as you might have an empathy for each other, that creates a whole other dynamic that's kind of complicated. But you know, if you aren't in our industry, you really don't understand what it takes out of you. When I go to work, he even said to me, ‘There's a little part of you that kinda goes away, that kinda disappears, we kinda lose you a little bit.' And he tolerates that, you know? Because he knows I'll be back.”

BERLIN (Reuters) - Mature actresses pairing up with decidedly younger men is a healthy development for the film industry, American Michelle Pfeiffer said on Tuesday after the world premiere of her film "Cheri" at the Berlin Film Festival.

Pfeiffer said she felt "liberated" when she turned 50 last year, saying the roles now offered are more interesting than before. That some films put aging actresses with young men is better than Hollywood putting them out to pasture, she said.

"It's a positive step, a step in the right direction," she told a news conference after "Cheri" became the third older such film in this year's festival after "The Reader" and "The Private Lives of Pippa Lee." Two years ago Cate Blanchett's "Notes on a Scandal" featured a teacher's affair with a teenage boy.

"It seems my leading men keep getting younger the older I get," Pfeiffer said. "It seems people have an aversion about casting me with men my age. Lucky for me; I don't really mind."

Pfeiffer, who plays an aging courtesan who falls in love with the son of a rival high class prostitute in "Cheri" set in Paris's "Belle Epoque," said it has long been tough for older actresses in Hollywood -- but not necessarily for older actors.

Pfeiffer, who won a Berlinale best actress Silver Bear in 1992 for "Love Field," said she sensed the rules are changing.

"They do allow you to get older in Hollywood. Some of us continue to work. This film is a good example. It's still true the older you get the fewer parts there are. But there are fewer movies being made overall and fewer parts for actors in general.

"The roles become more interesting the older you get," said Pfeiffer, who took a four-year break to spend time with her family before returning with two films in 2007.

"It's also at a time in my life when I'm not wanting to just work all the time, so it's all just fine."

"Cheri," directed by Britain's Stephen Frears, is based on a 1920 novel by French writer Colette. It offers a glimpse into the pre-war era and entertaining insights into the fabulous wealth of some of the courtesans.

"They were incredibly wealthy, these women," said Frears, who light-heartedly denied that "Cheri" has similarities to his 1988 film "Dangerous Liasons" -- also starring Pfeiffer -- that got seven Academy Award nominations and won three.

"I don't think this is similar at all -- John Malkovich isn't in this one," he deadpanned, a reference to the American actor's prolific career with more than 70 films in 25 years.

Frears added: "There are themes emerging that are similar and they're both based on French literature. But they're very, very different films."

Frears, who also is the narrator's voice in parts of the film, chided one journalist who did not realize it was the director's voice: "He was wonderful, I agree."

NEW YORK (Hollywood Reporter) - Rupert Friend, who captured the heart of Keira Knightley in "Pride & Prejudice," will romance Michelle Pfeiffer in another period drama.

He will play the title character in "Cheri," which is based on French writer Colette's provocative 1920 novel. Stephen Frears ("The Queen") is directing.

Kathy Bates is in final negotiations to play his mother, Madame Peloux, a famed courtesan in 1920s France. Peloux sends the spoiled Cheri to her courtesan pal Lea de Lonval (Pfeiffer) for an adult education, but their six-year affair comes to a painful end when he's forced to marry a wealthy young woman.

Friend will soon be seen courting Emily Blunt as Prince Albert in "The Young Victoria." Bates currently can be seen torturing James Caan in a DirecTV commercial parody of her Oscar-winning "Misery" role.

"Cheri" will reunite "Dangerous Liaisons" partners Pfeiffer, Frears and screenwriter Christopher Hampton. Miramax and Pathe will distribute.

When you’re pushing 50, Hollywood doesn’t want to know – unless, of course, you’re Michelle Pfeiffer. The actress talks beauty, surgery and ageism

NEW YORK -- "I missed being on the screen," says Michelle Pfeiffer, nibbling on a pistachio. "I just didn't realize how much."

For five years, though -- ever since "White Oleander" in 2002 -- Pfeiffer didn't appear in a movie. She didn't officially retire; she still looked at scripts and, in 2003, contributed a voice to a cartoon, "Sinbad: Legend of the Seven Seas." But she never went before a camera or stepped on a stage.

"It just sort of happened," she explains. "We moved" -- Pfeiffer is married to TV mogul David E. Kelley, with whom she has two teenagers -- "and that was a job. And I have a lot of other interests, and the time just flew by."

Until suddenly it was five years.

"Actually, I was beginning to worry that I didn't miss it," she confesses during an interview in a Manhattan hotel. "I began to think, 'This isn't like me, not to need to go back to work, I'm a worker, I've always been a worker, I love what I do. Maybe I don't love this anymore. I should be missing this -- what's wrong with me?'" And then she got the script for "Stardust," a romantic fantasy opening this Friday. And then she got the script for "Hairspray," currently a sunny summer hit. And suddenly just staying home, and working out, and snuggling up with Kelley on the couch to watch television didn't seem like quite enough.

"And once I stepped back on the soundstage," she says, "it felt right."

Right, but also different. For years, Pfeiffer, 49, had put her talent and looks in the service of serious dramas -- "Dangerous Liaisons," "Love Field," "The Age of Innocence," "A Thousand Acres," "The Deep End of the Ocean." Her characters were often frustrated, her enormous eyes frequently red-rimmed with tears. And when I first interviewed her, 10 years ago, she seemed less than happy, too -- a little tense, a little impatient, a little distant.

"Michelle Pfeiffer has been a dozen different women on the screen," I wrote then. "She looks as though she wishes she were one of them now."

Today, though, Pfeiffer seems perfectly happy with who she is in every way -- calmer, cooler, more content. And the new features she's promoting tap into a sexy, silly side of her little seen since she last slithered through "Batman Returns" in a vacuum-packed catsuit, or wailed her way through "Grease 2." In "Hairspray," she's a monster mother; in "Stardust," she's a scheming, looks-obsessed witch.

"I had so much fun," Pfeiffer says. "'Stardust' really got me charged up, just from an acting point of view -- I got all cylinders going again."

"I think she was really reveling in her role as an evil witch," says Claire Danes, who plays the movie's spunky heroine. "It was a great display of imagination. I think she's just an electric performer anyway, but she really pushed herself."

No one would have said that about her growing up. Pfeiffer was raised in Southern California, and lived an unremarkable Southern California life -- going to the beach, rolling her eyes through high school, ringing up avocadoes at the local Von's supermarket ("I've been in the workforce since I was 14"). Nothing made much of an impression.

And then she discovered acting.

"I first enrolled in a drama class because I hated English, and I could get the English credit by doing plays," she said. "I thought that was very clever of me, but that was really it -- I'd always felt that the drama people were kind of geeky. And not only did I fall in love with acting, but I fell in love with an actor who I dated for two years -- and that was when the bug first bit me. And when I got out of school I decided to just do it."

And suddenly a curtain went up.

"Growing up, I never felt like I belonged anywhere," she says. "And suddenly there were people around me who were of like mind, it felt like home."

With straight blonde hair, bright blue eyes and cheekbones you could whet a knife on, Pfeiffer didn't spend much time struggling. Barely 20, she landed a recurring part on TV's "Animal House" knockoff, "Delta House," playing "The Bombshell." Decorative parts in shows like "Fantasy Island" and movies like "Charlie Chan and the Curse of the Dragon Queen" soon followed.

Within two years, she'd notched a dozen credits. But if her agent was thrilled, the actress was terrified she was in over her head.

"I was so nervous and scared, because I knew that I was getting work before my skills were where I wanted them to be," she says. "The confidence was incremental ... There was never really any one film where I thought, OK, I've finally gotten this down. I still don't."

"Scarface," in 1983, established her as a screen presence, but it also froze her into a pose -- the icy, almost-too-perfect love object. It took Jonathan Demme's "Married to the Mob" five years later -- with Pfeiffer hidden under a mop of dark curls as Angie de Marco, struggling widow of mobster "Cucumber" de Marco -- to prove that she wasn't a beauty who happened to act, but an actress who happened to be a beauty.

"I'm still so indebted to Jonathan for believing I could do that movie," she says. "That role was a huge departure for me, and it shook people up and made it difficult for them to typecast me. I never wanted to just do the parts that were expected of me. I never wanted to just be the pretty girl in the room."

She knew she had been, though, and she knew to some people she always would. She's been in this business too long to think the public finds self-pity attractive -- there'll be no don't-hate-me-because-I'm-beautiful pleas. Still, she acknowledges that good looks make it easier to find jobs than to get respect.

"I've always felt I had to be better than others in order to prove myself," she says. "I'm less likely to be acknowledged for accomplishment, more likely to be criticized if I make a false move ... Now, though, things seem to be more youth-obsessed, as opposed to beauty. Which is one of the things I liked about 'Stardust,' that it poked fun at that."

"When we talked about the script, we were really laughing about some of these people in Hollywood, and their quest for eternal youth," director Matthew Vaughn says. "Michelle really got the comedy of it."

In "Stardust", Pfeiffer is a crone who can only recover her youth by consuming the heart of a star that fell to earth -- personified by Danes. In real life, though, Pfeiffer -- while strikingly thin -- doesn't look like some shellacked Rodeo Drive matron. Her body remains unplumped by silicone. A few fine lines accentuate her eyes.

They've seen a lot. When "Married to the Mob" finally broke her out of the beauty trap, Pfeiffer pushed herself hard. She was an untrustworthy French noblewoman in "Dangerous Liaisons," a smoky jazz chanteuse in "The Fabulous Baker Boys," a Kennedy-era matron in "Love Field," a bottled-up lady in "The Age of Innocence," a tough ghetto teacher in "Dangerous Minds."

None of them was a simple "beautiful-girl-in-the-room" part. None of them was an easy movie to get made, either.

"'Love Field' was made right before Orion closed its doors and it sat on the shelf for the longest time," she says. "We were lucky it even got released . 'Dangerous Minds,' we had one screening and it didn't go so well. The studio was really ready to just write it off. And then it came out, and it was killed by the critics -- just killed. The day it was released I was home in bed, really depressed. But in the end it turned out to be this huge hit."

It was one of the last ones Pfeiffer would have. "Up Close & Personal" -- yet another re-do of "A Star Is Born" -- didn't excite audiences. "A Thousand Acres" -- a personal project Pfeiffer shepherded to the screen -- was wracked by disputes and re-edits, leading to those glum interviews ten years ago.

"I learned way too much about the inside working of things," Pfeiffer says now. "'What do you mean it's two days before the opening and you already know how much the movie's going to gross? That's crazy!' I found out I really didn't like the business side of it ... I don't have my production company anymore, and I really don't miss it."

The business side of it, though, can still flummox her. A can't-fail romantic comedy she made with George Clooney, "One Fine Day," abruptly tanked -- "I think they teach that one now in classrooms on how not to market a movie," she says. Another romance, "I Could Never Be Your Woman" -- "I've actually lost track of what's happening with that one" -- has had its release repeatedly delayed. (It's now scheduled for September.)

"I've learned you need to just do the work and then let it go," she says. "I didn't at the beginning of my career and it just got too frustrating ... Ultimately, I think, you just have to focus on the part. Whatever havoc is happening around you -- and I've been on films where there's a constant storm -- you just have to concentrate on that. And if you've taken the part for all the right reasons that will get you through."

After five years off the screen, though -- and a decade of mostly not-quite-there films -- Pfeiffer is back, and less likely to be disappointed again.

Much of that, she says, comes from a new outlook.

"I think I used to be too much about work," she says. "Not that I didn't care about my friends -- actually I don't have that many friends, I'm not known for my huge social life -- but I really was putting all my eggs in that one basket. Having a family helped me change that ... I think doing both really makes me a better mother. And I have more fun working because the stakes are no longer so high."

So she's spending time with her teenagers. She's cocooning at home with her husband, most often catching reruns of all the shows -- "Boston Legal," "The Practice" and "Ally McBeal" among them -- he's brought to TV.

"He writes women really so beautifully," his wife gushes. "I watch them do these wonderful speeches and I turn to him and say, ' I hope they appreciate you!'"

She's reading scripts again, too -- "It won't be another five years before I do a movie, I promise." But now that she has taken the time off, she's realized that the world doesn't end when she's not on the set. And she knows that however well or poorly the movie turns out, she always has another role waiting for her at home -- and another opportunity, somewhere down the road, in a another film.

"I always had the feeling that I really don't know what I'm doing and that one day they're going to discover what a fraud I am," she says. "And that's never really left me. I still think I'm going to be found out. But it's just that, lately, I've learned how to have fun with it. I've found a balance. And if they find me out now -- well, so what?"

AT the age of 48, she admits she has achieved everything she ever hoped for.

Yet, this year Michelle Pfeiffer has put her family life on hold for two films. In Stardust she plays an evil sorceress in a fantasy epic with Robert De Niro, Claire Danes and Sienna Miller.

But before that she stars opposite John Travolta in the all-singing, all-dancing movie Hairspray, where she plays former beauty queen Velma von Tussel.

John Travolta will play the downtrodden housewife Edna Turnblad and Queen Latifah is Motormouth Maybelle, a civil rights activist and TV host.

The film is a musical version of a 1988 picture about teenagers on a Baltimore dance show - and a blast from the past for real-life former beauty queen Michelle, who held the title of Miss Orange County almost 30 years ago.

"Honestly, I don't feel older," said Michelle.

But age catches up even with superstars - in the form of fine lines, and a serious glasses habit.

Without her lemon-tinted specs, Michelle says she's blind as a bat but growing old gracefully remains one of her goals.

"I certainly see that I've changed. I just try not to dwell on it. Now it's easier than it was in my early 40s," she said. "I'm over that hump. Ageing happens to every single one of us. Once you accept that, it unburdens you."

Yet she admits she's thought about plastic surgery.

"I toy with it. When I'm rested, taking good care of myself, exercising, happy, I think I look pretty OK. I can hold off on that facelift for another few years. But when I'm feeling weary, then I think, maybe I better make that appointment.

"On the one hand, I've seen some amazing-looking plastic surgery. But who knows if that's what you'll get? There are some freakish things going on right now."

In an industry where being beautiful is almost a pre-requisite, Michelle insists she had to work harder in the beginning because people always assumed all she had going for her was herlooks.

Even after almost 20 years and some 30 films, Michelle still admits to feeling insecure about how good an actress she really is - despite three Oscar nominations.

"I always think that I'm going to be found out on the next one," she admitted. "I always think they'll go, 'She's really bad at this'."

And the sultry star is uncomfortable with the glamorous image that had men swooning over her singing Making Whoopee on top of a grand piano in The Fabulous Baker Boys, moodily snarling at a hostile class of ghetto kids in Dangerous Minds and clad in skin-tight black leather as Catwoman in Batman Returns.

"I look good with the right lighting. But you should see me when I'm at home, painting and there's sweat dripping down, and paint on my upper lip," said Michelle. Her Hair-spray character never stops reminding everyone of her beauty queen past - but Michelle says she has done everything in her power to bury her beauty myth.

Not until Jonathan Demme cast her in Married To The Mob in 1988 did Hollywood begin to see her as more than just another pretty face.

Michelle insists her early days in acting were a battle against typecasting. "I got a lot of, 'You know, sorry, you're too pretty'," she said.

Michelle famously rejected leading roles in the movies Basic Instinct, Silence of the Lambs, Sleepless in Seattle and Thelma & Louise.

"I learned quickly that part of how you look is how you are cast," she explained. "It's damaging if you grow up being told you're beautiful, because that becomes a part of how you see yourself.

"There are definitely times when I feel beautiful but, at times, I want to crawl under a rock. And some days, I get mad. The older I get, the more gracefully I handle it but, some days, it just bugs me.

" I actually said to a woman the other day, 'Are you going to stare at me all evening?' I was upset about what was going on in the world and my defences were down, and it just came out. Anyway, it passed and I felt kind of shameful."

Over the years there have been other, younger leading ladies - but Nicole Kidman does not have Michelle's cool sexiness or Julia Roberts her sculpted beauty.

These days, however, Hollywood takes second place to her family.

Indeed, Michelle no longer lives in Hollywood but quietly at the other end of California with her husband, David E. Kelley, their son John Henry, 12, and adopted daughter, Claudia Rose, 14.

In fact, when her children started school, she said she had to confess she was quite a famous actress, so they would be prepared for classmates talking about her movies.

Her homelife is a cross between domestic goddess and zookeeper. The family have three dogs, a cat, tree frog, horses and a pair of miniature donkeys.

"They suffer from depression if they're alone, so we had to get two," said Michelle. "They're pretty darn cute, these tiny things with enormous eyes and huge ears. They're smaller than the dog."

Growing up in a small town in California, Michelle always felt like a fish out of water. The eldest daughter of an air-conditioning businessman and his wife, she studied to be a court reporter and even thought about becoming a psychiatrist.

Instead, she started a series of part-time jobs when she was only 14 and said she remembers thinking, "This is my life and I hate it - what am I going to do?"

In 1977, she summoned the courage to have professional photos taken. Next thing she knew, she had won the 1978 Miss Orange County contest, got an agent and made her television debut in late 1978 with an episode on the popular series Fantasy Island.

She married actor Peter Horton in 1981, but the couple broke up seven years later.

After a three-year romance with toyboy Fisher Stevens, she didn't want to wait for a husband to start a family, so she adopted Claudia Rose.

"I think she was an angel," Michelle says of her daughter, whom she brought home in March 1993. "From the day I started waiting for her to come, I've had a completely different life."

Michelle met writer David E. Kelley, the creator of Ally McBeal and The Practice, shortly after the adoption went through. The pair went bowling with a gang of mutual pals and the attraction was instant.

They married in November 1993 and had Jack the following August.

Despite Hollywood's endless fascination with youth, she says that right now things couldn't be better personally and professionally.

"I think that even though the roles might be fewer, I think they're better and I think I enjoy the work more than I ever have," she said.

"And this whole kind of youth thing comes in cycles, you kind of wait it through and then people are ready for something new."

Adding: "Or something old."

Michelle Pfeiffer might be closing in on 50, but you wouldn't know it from the new issue of Allure magazine.

The actress is as gorgeous as ever - and she talks about how her beauty has been as much a curse as a blessing.

In an interview with Judy Bacharach, Pfeiffer recalls the heat she took for playing a frowsy waitress opposite Al Pacino in the 1991 film "Frankie and Johnny."

"That was one of our biggest criticisms: that you couldn't believe me in the part," she said. "And my argument is always, 'You know everyone can be damaged. And pretty people can be just as damaged as ugly people or fat people.'"

"It was harder for me to get a good part. When I went into an audition, I had to be better because I was beautiful."

Pfeiffer turns 49 in April and though she appears untouched by the ravages of time, she does note that roles for women in the over-40 category are scarce.

And then it was over for John Travolta. The Grease star wrapped his return to the musical genre.

Travolta said goodbye to the generously proportioned Edna Turnblad — the same role created by the late Divine in the 1988 John Waters film and by Tony winner Harvey Fierstein in the smash Broadway show. Travolta's version is expected in theaters next summer.

"It's good," said the exhausted actor of finally being freed of Edna's cumbersome body. "The effect that I caused is fun and all, but it's a lot of work, man."

Travolta, 52, spent the past week filming the grand finale, YouCan't Stop the Beat, with Michelle Pfeiffer as Velma Von Tussle, Christopher Walken as hubby Wilbur and bubbly newcomer Nikki Blonsky, 17, as Edna's daughter. While that scene caps Travolta's involvement, the film's shoot continues through early December.

Travolta wanted to make Edna sexier and real, not a campy drag act. That required four hours of prep time before putting in eight hours of performing in padding and silicone prosthetics.

"You feel like you are coming out of a prison. It's such a relief to get air again to the skin and breathe again," he says. It's the first time in his long career that he has played a woman, save for doing Barbra Streisand on Saturday Night Live.

Becoming Edna was an eye-opener. "I thought, 'My God, how do women do that?' I know my mother had a girdle, bra and sometimes a cinch, but wow. How do they ever endure stockings and high heels? The discomfort level was astonishing.

"When you have all that dancing to do and a level to live up to, you just go for it and forget the suit. But when that number is over, you're gasping. It may be called You Can't Stop the Beat, but I call it You Can't Find Your Breath."

Travolta isn't exactly breathing easy over his next project, a big-screen adaptation of TV soap Dallas, which was to start filming next month but is delayed until January. He'll still play wily J.R. Ewing. But other actors previously attached, including Jennifer Lopez as Sue Ellen, Luke Wilson as brother Bobby and Shirley MacLaine as Miss Ellie, are gone.

"They did this survey thing, I guess," Travolta explains. "They liked me as J.R. and loved the title of Dallas. But they want to see me with comedians around me, to make sure it is a comedy."

The good news is, viewers are hog wild over the trailer for Wild Hogs, his March comedy co-starring William H. Macy, Martin Lawrence and Tim Allen as cross-country motorcyclists. Says Travolta, "The coming attraction scored the highest in Disney's history."

Michelle Pfeiffer, known as one of Hollywood's most beautiful women, says she has considered getting plastic surgery – just not yet.

"I toy with it," the 48-year-old actress tells InStyle in their August issue. "When I'm rested, I look pretty darn OK. I can hold off on that facelift for another few years. (But) when I'm feeling weary, then I think, maybe I better make that appointment."

Still, she says Hollywood's obsession with looks is getting out of control. "If that nose or those jowls bother you, do it," she says of getting surgery. "(But) this epidemic of people losing sight of what looks good, the distortion that has been going on is kind of creepy."

Pfeiffer says she doesn't feel older, though in her next film, I Could Never Be Your Woman, she plays up her age in her role as a TV executive who falls for a man 11 years her junior, played by Paul Rudd.

"I certainly see that I've changed. I just try not to dwell on it," she says of getting older. "Aging happens to every single one of us. Once you accept that it unburdens you."

Mostly, Pfeiffer says she is focused on having a "slightly slower" lifestyle, which she has accomplished by moving from Los Angeles to Northern California with her TV writer husband, David E. Kelley, and their two kids, Claudia Rose, 13, and John Henry, 12.

As for that facelift possibility, "I've seen some amazing-looking plastic surgery. But who knows what you'll get?" she tells the magazine, which hits newsstands July 24. "I'm hoping I'm courageous enough to grow old gracefully."

John Travolta, Queen Latifah, Amanda Bynes, Zac Efron and newcomer Nikki Blonsky have already signed on to the New Line production, Daily Variety reported.

Marc Shaiman and Scott Wittman are writing new songs, including one for Pfeiffer, who crooned in "The Fabulous Baker Boys," and is set to play the evil Velma von Tussel in "Hairspray."

Pfeiffer has played a "delicious villain in roles like Catwoman," Director Adam Shankman said.

Von Tussel, a former Miss Baltimore Crabs beauty queen, is now the tough owner of a Baltimore television station. "Velma is this amazing mess of contradictions," Shankman said. "I'm going to dress and wig Michelle to death."

The plan is to release the film Dec. 21, 2007.

Recipients were announced Friday by Walk of Fame committee chairman Johnny Grant.

"It's a privilege to honor these performers," he said.

In a marathon meeting held June 16, the committee reviewed more than 200 nominations to select the 23 honorees.

The complete list of 2007 Walk of Fame recipients, as ratified by the Hollywood Chamber of Commerce board of directors:

— Motion pictures: Michael Caine, Matt Damon, Lauren Shuler Donner, Jamie Foxx, John Goodman, Michelle Pfeiffer, Robert Altman.

— Television: Walters, Erik Estrada, Kiefer Sutherland, Jerry Stiller, Dick Wolff.

— Recording: Combs, Mariah Carey, The Doors, Crystal Gayle, Tim McGraw, LeAnn Rimes, Shania Twain.

— Live theater/performance: Sir Tim Rice, Lily Tomlin.

— Radio: Bingenheimer, Stu Nahan.

"I'm not sure the writers know what's going to happen," Shatner says. "I just heard one idea that will knock you away, but I can't tell you about it."

Shatner had plans to spice up the evening's often dull presentations. "I'm going to do a song-and-dance number," he promised.

Show creator David E. Kelley arrived without his wife, Michelle Pfeiffer. He said they have no plans to work together because "we agreed not to."

Shatner's co-star Candice Bergen declined to be interviewed at the party.

And Emmy winner James Spader said that despite being on vacation for the past two weeks since the show wrapped its second season, his heart is at the office. Spader said he enjoys "all of these people so much. I just miss them."

Michelle, 47 - who plays witch Lamia in the new Hollywood blockbuster - was beaten back to her trailer by the rain on her first day on set at Kinlochewe in Wester Ross.

But yesterday, a gap in the clouds meant she could give onlookers a first glimpse of her stunning low-cut frock.

Set in England, Stardust tells the story of a young man's quest for true love. Michelle co-stars with Charlie Cox, Sienna Miller and Robert De Niro.

The blonde, 47, started shooting fantasy flick Stardust in Kinlochewe, Wester Ross, yesterday.

But wet weather forced her back into her trailer.

Michelle said: "I just love the Highlands even though you get all the seasons in one day."

The movie, which will also shoot in Skye this week, co-stars Robert De Niro and Sienna Miller.

HOLLYWOOD, Calif.--(BUSINESS WIRE)--March 31, 2006--Michael Delaney, CEO of Trans-Global Holdings, Inc. announced that the company will begin scouting for new talent in the Philadelphia area for its new film "Life, Love and Rock and Roll."

The film is scheduled to begin pre-production in late spring, and is expected to be released in December of 2006. Currently the company is looking at possible movie stars to sign, and has expressed interest in having Sting play the roll of an aging rock star who falls in love with a teenage fan's mother, to be played by Michelle Pfeiffer.

About "Life, Love and Rock and Roll"

This film is about an aging rock star who is making a comeback, during which time he finds an unexpected lover on the road. This middle-aged woman is trying to find herself after her recent divorce. Little does she know that she could ever find herself falling for a rock star whom she despised last week.

About Trans-Global Holdings

Trans-Global Holdings, Inc. is an innovative entertainment company that develops and produces exciting motion pictures and television productions by some of the most prominent leaders in the entertainment industry. Our motto is "INNOVATION IN EVERY FRAME" ... representative of the creativity and innovation that this company puts into each of our productions. More information about Trans-Global Holdings, Inc. can be found at: http://www.tghgotc.com/

Forward-Looking Statements

Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the company's actual results in the future periods to differ materially from forecasted results.

"Extra" caught up with John in San Francisco as he inaugurated Quantas' new direct rout from the Bay Area to the outback. "I could hop in there right now and fly you anywhere you'd like," Travolta said. "Australia is the number one desired destination of the United States."

The 52-year-old superstar sent his love to good friend and fellow flight enthusiast, Tom Cruise. John even shed some light on rumors of a Scientology-inspired "silent" birth for Tom and Katie's baby.

"It's just unwanted input at a painful moment in someones life," Travolta explained. "You don't want to contribute more to it."

Travolta was eager to break news of his own, confirming to "Extra" that he will indeed play J.R. Ewing in the big-screen version of "Dallas."

"I have to do two movies before," he said. "That one is called ?'Wild Hogs,' a motorcycle movie, a comedy with Tim Allen. The other one is ?'Hairspray,' and then I'll do ?'Dallas.'"

Jennifer Lopez is reportedly up for the role of J.R.'s wife Sue Ellen, and that would explain the pair's chatty encounter at Vanity Fair's post-Oscar bash. "Yes, I did speak to J Lo," Travolta revealed. "She's interested, and I'm hoping they're closing her deal as well."

And yes, Travolta will be in full drag when he tackles the role of Edna in "Hairspray." And he hopes a few famous friends will join him. "I think Billy Crystal is doing it as well as maybe Michelle Pfeiffer," he revealed. "I'm all set for this year. It's going to be busy."

Substantial parts of the movie were to be filmed in Iceland but it seems that horses might keep the movie stars away..

Robert De Niro, Michelle Pfeiffer, Claire Danes, Sienna Miller and Charlie Cox are among the stars in this Matthew Vaughn-directed adaptation of Neil Gaiman's fantasy novel.

Morgunbladid reports that horses also have a major role in this Paramount project but unfortunately it is illegal to import horses to Iceland.

"This really puts a spanner in the works," said Helga Margret Reykdal, managing director of movie production company TrueNorth, local partner for the "Stardust" team.

Helga said that they had spoken to "relevant parties" but it appeared that the Icelandic horse was especially vulnerable to disease because it had been isolated for so many centuries and therefor people were afraid to import horses.

"This will be the first day of filming. They are coming to film winter scenes and will then continue filming in the U.K. Regarding future filming, they are interested in shooting most of the film in Iceland but horses play a big part in the movie and transporting them to the country is not allowed. That is why people are weighing the alternatives. At the moment we do not know if the project has a future here in Iceland."

"Maybe they will be forced to find another solution, other then coming to Iceland, even though this is their dream place," said Helga.

The filming will take place near Hofn in Hornafjordur. For this round of filming none of the star-studded crew will come to Iceland.

The scene shows Lee (played by Maggie Gyllenhaal) being spanked by her boss (James Spader).

Maggie's brother did well too - Jake Gyllenhaal and Heath Ledger's kiss in the gay cowboy movie Brokeback Mountain made it to No.2.

Other entries in the top ten included a scene in George Clooney and Jennifer Lopez's movie Out Of Sight and Beatrice Dalle's first scene in the 1986 classic Betty Blue.

We have the full list below.

Who knows, it might just get you in the mood... for a film.

Top Ten Sexiest Movie Scenes:

1. Secretary (2002)
Lee (Maggie Gyllenhaal) being spanked by boss (James Spader).

2. Brokeback Mountain (2005)
The kiss between Jack (Jake Gyllenhaal) and Ennis (Heath Ledger).

3. Out of Sight (1998)
The sexual tension when Jack (George Clooney) locks Karen (Jennifer Lopez) in the boot of his car.

4. Betty Blue (1986)
Opening sex scene with Betty (Beatrice Dalle) and Zorg (Gean-Hughes Anglade).

5. Cruel Intentions (1999)
A lesbian kiss between Selma Blair and Sarah Michelle Gellar's characters.

6. Wild Things (1998)
The infamous car washing scene featuring Neve Campbell and Denise Richards.

7. Rear Window (1954)
J.B Jeffries (James Stewart) is woken by a kiss from his girlfriend (Grace Kelly).

8. The Fabulous Baker Boys (1989)
Susie (Michelle Pfeiffer) sings 'Makin' Whoopee' on the piano.

9. Mulholland Drive (2001)
Betty (Naomi Watts) and a mysterious brunette (Laura Harring) share a bed together.

10. The Hunger (1983)
A vampire seduction scene featuring Catherine Deneuve and Susan Sarandon.

With a screenplay penned by Vaughn and writing partner Jane Goldman, "Stardust" centers on Tristian (Cox), who, in order to win the heart of his beloved (Miller), promises to fetch a falling star named Yvaine (Danes). This sets in motion an adventure in which Tristian and Yvaine must face off against a pirate named Captain Shakespeare (De Niro) and an evil witch (Pfeiffer).

Vaughn and Gaiman are longtime friends, and Vaughn had been slowly developing "Stardust" as something he would do in the far-off future. When he exited "X-Men 3" in June, he decided to tackle "Stardust." Vaughn quietly put together the cast, with particular focus on the role of Yvaine, for which many actresses screen-tested.

Vaughn is producing alongside Lorenzo di Bonaventura via his Paramount-based di Bonaventura Pictures. Michael Dreyer and Gaiman also are attached as producers. Stephen Marks and Peter Morton are executive producing.

Paramount is co-financing along with Vaughn's U.K.-based MARV Films and Ingenious Film Partners. Paramount is handling worldwide distribution.

Filming begins next month in the U.K. and Iceland.

Paramount's Brad Weston and Dan Levine will oversee for the studio.

Danes is repped by ICM and manager Michael Aglion. De Niro, Pfeiffer and Cox are repped by CAA. Miller is repped by Endeavor. Cox and Miller are additionally repped by Peters, Fraser & Dunlop in the U.K.

The buyer is Robert Iger, 54, chief executive of the Walt Disney Co., who is married to broadcast journalist Willow Bay.

Pfeiffer and Kelley's estate, which has ocean and canyon views and is on slightly more than 2 acres, was first listed in June 2004, when the power couple bought a ranch north of Los Angeles, where they moved.

The 7,500-square-foot, traditional-style main house in Brentwood was built in 1946. It was restored and remodeled in 2001, a year after Pfeiffer and Kelley bought the property for $15.5 million. The couple originally listed their estate at $29 million.

It has five bedrooms, five fireplaces and nine bathrooms. The master-bedroom suite has two of the bathrooms. The property also has a detached guesthouse, a separate office/gym and rolling lawns. The equestrian-zoned grounds have stables, a tennis court and a pool.

Pfeiffer and Kelley also sold a 1-acre property next door to the estate to another buyer in August.

Pfeiffer, 47, will star in the upcoming movies "Chasing Montana" and "I Could Never Be Your Woman." Kelley, 49, creator of several TV series, including "Boston Legal," "Ally McBeal" and "Chicago Hope," has won multiple Emmy Awards.

For a while, Pfeiffer was one of the biz's top actresses, with movies like "Dangerous Liaisons," "The Age of Innocence," "The Fabulous Baker Boys," "Married to the Mob" and "Dangerous Minds," among others.

She took a wrong turn around 1999 with "The Story of Us" and never quite recovered.

Now Pfeiffer is making "I Could Never Be Your Woman," and guess whom she has a lot of scenes with? Our old pal Fred Willard, maybe the funniest actor on screen.

Willard is part of Christopher Guest's repertory company and most famous for being Martin Mull's sidekick, the unforgettable Jerry Hubbard, on "Fernwood Tonight" and his lover on "Roseanne." (Don't ask.)

Anyway, there was Fred at the HBO after-party on Sunday night. Apparently he's been such a hit on the Pfeiffer movie that another scene for him and the beauteous actress has been written.

"I'm going to shoot it this week," he said. "All my scenes are with Michelle."

And think of it, Paul Rudd is supposed to be her romantic lead.

Willard is also shooting Guest's new movie, "For Your Consideration," which follows "A Mighty Wind," "Best in Show," "Waiting for Guffman" and "This Is Spinal Tap."

The only problem with Fred is that he's modest and has no decent stories about the people he's worked with. But we love him anyway. He's a Midwestern mensch, and that's an achievement.

As for Pfeiffer: It can't be that hard to find decent scripts, can it?

Retired pop singer VICTORIA BECKHAM has turned down a movie role opposite MICHELLE PFEIFFER, because she doubts her acting abilities. British newspaper Daily Mirror reports producers of I COULD NEVER BE YOUR WOMAN had created a role especially for the former SPICE GIRL, but she told them on Monday (22AUG05) she wasn't interested. A friend says, "Victoria was extremely flattered when the producers said they were desperate to sign her up. "TOM CRUISE always said he planned to make her a movie star and he's obviously been having words in influential circles. "She came to the conclusion that putting herself up against Hollywood heavyweights wasn't something she was interested in." Beckham has only acted once before - playing herself in the critically-panned 1997 movie SPICE WORLD.

The movie sees Rudd and Dash reunited with the film's writer/director Amy Heckerling, who directed them in her 1995 hit, "Clueless."

Rudd appears in the comedy "The 40-Year-Old Virgin," which opens August 19. His other recent credits include "Anchorman: The Legend of Ron Burgundy" and "The Shape of Things."