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."