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What must it be like to be Gwyneth Paltrow? When you sweep into a room (and, sweep she does), conversation stops, and the whispers begin: "There she is! There she is!" Maybe it's the way she carries herself: tall, poised, cool as ice. Like Grace Kelly (with whom she is often compared), Paltrow is elegant, ethereal, untouchable. It's an image she has perfected in her films, often adopting a clipped British accent and period costume. Yet the image we see onscreen, and staring back at us from paparazzi photos, couldn't be more different from the person in real life. Friends and colleagues tell of a girl who giggles uncontrollably at bad jokes, adores her "mommy and daddy," and buries her nose in books. She's just sentimental enough to cry in public (witness her tearful Oscar acceptance speech), playful enough to party with gal pal Madonna, and tough enough to survive in a business that eats pretty young things up faster than you can say "It Girl." How has the glorious Gwyneth managed to stay sane? "A good upbringing -- my parents are the best," she's insisted. "And I've been incredibly lucky." Clearly, behind the regal bearing, Paltrow is the real thing.

Blond, beautiful, and born with a Hollywood pedigree, Gwyneth Kate Paltrow was destined for stardom. The only daughter of Tony-winning actress Blythe Danner and producer-director Bruce Paltrow (St. Elsewhere) came into the world on September 28, 1972 [BH - correct birthday is Sept. 27]. She and her younger brother Jake, a fledgling director, had an idyllic early childhood living with their parents in Los Angeles and summering in the Berkshire Mountains of Massachusetts where Danner performed in summer stock at the famed Williamstown Theater. It was there that Paltrow's earliest acting aspirations surfaced. She made her first onstage appearance at the theater at 5, with a walkon role; she took on larger roles during subsequent summers. She also became fascinated by filmmaking while observing the goings-on on the many movie sets she visited growing up. One of her fondest memories, she says, is the many months she spent in 1979 in Beaufort, South Carolina, where her mother was filming The Great Santini with Robert Duvall. But there was time for fun, too. She loved poking around in Spanish moss and playing with friends.

When she was eleven, her family relocated to New York and settled into a tony townhouse on Manhattan's Upper East Side. Paltrow (who was named after an English child her mother befriended growing up in Philadelphia) was enrolled at the prestigious all-girls Spence School, where she was part of an a cappella singing group called Triple Trio. Another member of the group, public relations exectuive Julia Cuddihy, who was been one of Paltrow's best friends since they met in the seventh grade, says that her talent was plainly evident every time they performed. "Gwen had the prettiest voice out of all of us," she remembers. "She acted in a few plays and we took some acting classes together, but I said to her, 'forget this acting thing, you should be a singer.'" When the group performed in New York City restaurants Paltrow could often be heard leading the girls in her favorite song at the time, Billy Joel's "Uptown Girl."

Despite having all the advantages of a privileged upbringing and the popularity she enjoyed as a high-school student, Paltrow was anything but spoiled. "She always shared everything she had," says Cuddihy. Whether it was spending her time teaching me how to sing or lending me a skirt for a school dance, she always thought of how she could help her friends. She even shared her family -- some of the best times we had were at her parent's Christmas parties where we all sang together around the piano.

Fiercely proud of her tight-knit family, Paltrow has always valued her relationship with them above everything else in her life, saying, "My family always comes first." Gorwing up, her parents made sure she was a well-rounded child -- not a precocious child actor. "It was important to my mother that we children have culture in our lives," she's explained. "She took us to the opera, which I hated at the time but appreciate now. She wanted to show us the world and its possibilities. I love her for it." It's clear Paltrow admires her mother for making the choice to put raising a family ahead of her acting career. "It makes me feel loved and important because a lot of people wanted her to work, but I never felt like it was a sacrifice for her."

After graduating from Spence, Paltrow attended the University of California at Santa Barbara to study art history. In the summer of 1991, having completed her freshman year, the 18-year-old appeared opposite her mother in Picnic at Williamstown. Her performance earned her good reviews and sparked her decision to give up college to pursue acting full time. While both parents, at first, strongly objected ("I always wanted to be an actress to be an actress and my mother wanted me to be something like an anthropologist"), they were impressed enough by her performance in Picnic to give their daughter their full support.

Later that summer Paltrow got her first big break when she and her father went to see Silence of the Lambs with family friends Steven Spielberg (whom she calls "Uncle Morty") and Kate Capshaw. Spielberg was in the process of making the movie Hook, based on the story of Peter Pan, and was searching for a young Wendy. Paltrow said she could do it -- and he offered her the role on the spot. That same year she also appeared in Shout with John Travolta. In 1992, she landed a lead role in the television miniseries Cruel Doubt only to find out later that her mother was to co-star. While Paltrow was happy to work with her mother again, she worried that Hollywood would credit her roles -- unfairly -- to family pull.

The flurry of film work that followed left no doubt that while Paltrow may have inherited the acting gene from her mother, she had her own unique presence and talents. In 1993, she appeared as a doomed college student opposite Alec Baldwin and Nicole Kidman in Malice and played James Caan's grifter girlfriend in Flesh and Bone. In 1995, she followed up these small but notable parts in three films which offered audiences a glimpse of her growing range as an actress: Jefferson in Paris, Moonlight and Valentino, amd Seven.

It was on the set of Seven that Paltrow became a full-fledged celebrity: she and co-star Brad Pitt fell in love. When the actor won his Golden Globe in 1996 for his work in 12 Monkeys, he thanked "my angel, the love of my life." By the time they attended the Oscars later that year, the duo had become Hollywood's golden couple of the moment. Their two-and-a-half year relationship included an engagement in 1996; they called it quits a year later. Neither would comment on the breakup. Paltrow did vow to never again speak about her romances in public, preferring to pour out her feelings in her private journals. "I said things about being in a relationship [with Brad Pitt] that felt wrong to me even as I was saying them, but [now] I've realized that absolutely no good can come from my talking about it," she told Entertainment Weekly.

While her personal life was in a state of flux, Paltrow's professional life was flourishing. As Jane Austen's heroine in Emma, she established herself as an actress with an affinity for accents and a bona fide star. She became known as "the first lady of Miramax" and the film marked the beginning of the kind of partnership reminiscent of the studio system of the '30s and '40s (she has since made several films with the studio). Paltrow, grateful for the opportunity, said at the time, "When everybody was [saying] 'She's the next thing!' I wasn't getting any jobs. Miramax stepped up and gave me jobs."

Determined not to be typecast as "the sweet girl," Paltrow followed up her performace with a gritty role as a prostitute in Hard Eight, and ice-princess in a contemporary remake of Great Expectations, and a bride on the brink in Hush, which she candidly calls "an appalling movie." After consciously avoiding big-budget releases, she signed up to co-star with Michael Douglas in A Perfect Murder, but found that the experience was less than satisfying. "It sounded like fun but looking back there wasn't anything to sink my teeth into," she said.

She returned to making independent films, which she has described as "more my thing." (She wisely turned down the role in The Avengers that eventually went to Uma Thurman.) Her next two projects -- Sliding Doors, a dramedy, and the romantic comedy Shakespeare In Love -- required her to once again affect a British accent. The New York Times heralded her work in Shakespeare as "her first great, fully realized starring performance." The part of the masquerading Viola, which was originally intended for Julia Roberts, won Paltrow the Academy Award for Best Actress.

Winning the Academy Award in 1999 was the climax of what had been a very difficult year for Paltrow. Both her father and beloved paternal grandfather Buster (who passed away last year) were seriously ill, and Paltrow was consumed with worry over both of them. To make matters worse, she was shooting The Talented Mr. Ripley in Italy, far away from her family. Director Anthony Minghella, who rewrote the part of American expatriot Marge expressly for Paltrow, says, "I knew about her concerns, but nobody else on the crew did. She just tried to keep her head above water throughout and did it with a great deal of dignity and without a big song and dance about it. I'd like to work with her again without the shadow of that anxiety coloring the experience." Cuddihy, who was Paltrow's assistant on Ripley, says everything finally took its toll. "It was a year of extreme highs a lows," she says. "It was a lot to deal with all at once." Overwhelmed by it all, Paltrow was sick in bed for ten days after the Oscars. "It was a strange period. I just felt exposed and embarrassed. I was wrestling with a lot of stuff," she told Premiere earlier this year.

But it wasn't long before Paltrow returned to work. A month later, she signed on to star in the upcoming Bounce, a love story about two people whose lives converge after a plane crash, with her on-again, off-again boyfriend Ben Affleck (they began dating in December of 1997 and frequently double-dated with Winona Ryder and Matt Damon). The film marks the first time the couple has played onscreen lovers, and Don Roos, the film's director, says audiences will see more than two actors playing their parts. "It's clear they were in love with each other as characters but I don't know how much you can really make up. This is pretty real." Roos was struck by the closeness Paltrow and Affleck displayed and believes their romance reignited on the set. "By the end of filming, I think they were back together. They'd go off to lunch together, holding hands, and certainly gave every appearance of a couple in love. Whether they end up together or not, they will be in each other's back pockets for the rest of their lives." The director credits the film's inspired casting entirely to Paltrow. "She wanted to play the part more for Ben than for her," he insists. "She really thought it was important for Ben to play this part so she kind of pade him do it. She said she knew he'd be really wonderful in it. He wanted to do a big action movie, so we owe her a lot."

Roos also has high praise for Paltrow's down-to-earth personality. "She drove herself to the set every day [in a Mercedes SUV, however], lined up and ate with the crew who she knows by name, and has a great sense of humor," he enthuses. "She's very self-deprecating." And not one bit the material girl: for her birthday party on the set last fall, she asked that people bring her books, not baubles. The director notes, "I thought that was the nicest thing, to take the burden off the people coming to the party."

In addition to Bounce, Paltrow has two other films schedule for release this fall. Duets, a comedy about karaoke singers (ex-fiance Pitt was originally slated to be her co-star but the part is now played by "Felicity"'s Scott Speedman), gave her the chance to work with her father (who directed the film) for the first time and to show her singing ability. To help out childhood pal and screenwriter Caroline Doyle (Paltrow was a bridesmaid at Doyle's wedding this spring), the actress agreed to make a cameo in Doyle's independent film Intern where she appears as herself and parodies herself as a style icon. "Just having her in it for one second was great," says associate producer Jill Kopelman. "She just lights up the screen."

An unabashed lover of fashion, Paltrow has been spotted at the runway shows of Calvin Klein ("if I could only wear one designer the rest of my life, I'd pick Calvin"), Giorgio Armani and Donatella Versace and appeared in Dior's advertising campaign last spring. "She is a style role model for her generation," says Kate Betts, editor of Harper's Bazaar, who chose her as her first cover girl for the revamped magazine. Paltrow's lean, lithe 5'10" frame has made her a fashion industry favorite, although she bristles at being considered a designer's mannequin. "I only wear what I want to wear," she insists.

These days the 28-year-old Paltrow is happily settled in her impeccably decorated New York City Greenwich Village apartment. When she's not working, she attends yoga classes six days a week; plays with her 6-year-old black laborador retriever, Holden; and spends time with her girlfriends, many of whom she's known since childhood. This year she's picked up the tab for her three best friends to join her at their "Second Annual Girl's Weekend" in St. Bart's in the Caribbean over the Fourth of July holiday.

Gwyneth, the dutiful daughter, loving sister, loyal friend, and accomplished actress, has clearly come into her own. But she'd be the last one to sing her own praises. "I'm just a person doing my best, trying to be the best I can be every day, and take care of myself and the people that I love," she said earlier this year. "I understand that I am incredibly fortunate and I feel very grateful. I heave a great life, parents who love me, and a great career. I'm in a great spot right now -- it's all sort of just starting to fall into place."


"Beauty, to me, is about being comfortable in your own skin. That, or a kick-ass red lipstick."

"It changed me more than anything else. You don't want to get to that place where you're the adult and you're palpably in the next generation. And, this shoved me into that." - about her father's struggle with throat cancer.

"It really changed my life. When we split up, something changed, permanently, in me. My heart sort of broke that day, and it will never be the same." - about her 1997 break up with Brad Pitt.

"I try to remember, as I hear about friends getting engaged, that it's not about the ring, and it's not about the wedding. It's a grave thing, getting married. And it's easy to get swept up in the wrong things."

"I find 'Sex and the City' irreverent and shocking. It's one step beyond how girls really talk. I would do a cameo on that show in a flash."

"I realized life is so short and precious, you should do things that make you feel inspired, that push you and teach you something. I'd rather not have a big house, a huge closet of clothes, diamonds and a private plane, and instead a body of work that I'm proud of."

"I'm glad that some day my children will be able to see my father and hear his voice, get a sense of who he was. One of the things that disturbs me the most about the fact that he's dead is that I feel like a statistic. I sort of feel like one of those people who was unfortunate and lost their father when they were 30, and life goes on. But he was so unique and so incredible, I don't like to think about it in those terms."

"I worked so much in my 20s and I really burnt the candle at both ends. I wasn't too picky about what I did and I was lucky that I did some really good films, but I also did some really rubbish films, I think part of the downside about being so successful and winning the Oscar at the age of 26 is that I sort of became insouciant about the things that I chose. I thought 'oh, I'll just try this, it'll be fun or I'll do that for the money....' Things like that now I would absolutely never do."

"The simpler things are, the happier they are."

"The work gets more difficult as you get older. You learn more and you gather more experiences, there is deeper pain and higher highs."

"There are certain women in this business who have children and I just think, 'You must never, never see them.' You can't do movies back to back and see your child if they go to school."


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