poised to become queen of the new acting generation (by David Hochman)

"Grown women. Educated women. Famous women. Women with boyfriends,
women with husbands- they're all just shameless. You really wouldn't
believe what I have to put up with."

Paltrow, dressed in a black silk slip dress, is streched out on the
King Kong-size bed in the presidential suit at the Jefferson Hotel, a
historic four-star establishment in Richmond, Va. As stylists and
wardrobe assistants haul out the clothes she is to wear for a photo
shoot this afternoon, the 23-year-old actress can't take her eyes off
the television. The hotel channel Spectra Vision is running a preview
of 12 Monkeys on a continous loop, and that's all it takes to get
Paltrow talking about her nearly two-year-old relationship with the
film's star-- that most hounded of young actors, Brad Pitt.

"Women come right up to him and press their bodies against him from
behind. And I'm right there," she says. There's no venom in her tone.
She simply can't believe it. You could imagine her describing an Elvis
sighting or a religious epiphany with the same sense of wonder. What's
most amazing is that the reality of the Cult of Brad seems to be
hitting Paltrow only now. "For a year and a half I hadn't noticed how
weird it was . But now it's getting to be like the Beatles or
something. When we were in London last year [for the Legends of the
Fall European premiere], these armies of little girls were standing
behind gates, crying. Their faces were all contorted and beet red. It's
getting crazier and crazier."

Paltrow has a sneaking suspicion about why things might be getting
nuttier by the day. "For the most part, people have left me alone until
recently," she says. "They might have said, 'Aren't you...?' But now,
the fact that we're together and are famous separately seems to be too
much for people to take. People want to know everything: What are we
gonna do, where we are going on vacation, what are we going to eat,
are we gonna get married?"

After venting for a while, Paltrow relaxes. A googly-eyed expression
takes over the face as the 12 Monkeys preview begins again for the
800th time. Pitt appears on the screen as the lunatic mental patient.
"Brad was so amazing in this," she says, sounding a bit like a love-
struck teen-ager herself. "Look at him, he's nuts. I want to see it
again. I went to the premiere- without him. Let's just say I was a big
disappointment to the crowd."

No question about it, Paltrow has gotten herself involved with one
illustrious dude. She has seen fame from the inside out. She has been
anoited by the tabloids. She has attended movie premieres with Prince
Charles. Yet for the most part, her own fame--at least the sort of
crisis-level fame that trails her when she and the 32-year-old actor
go out into the world together--has been by association. But all that
is about to change. That is, if Paltrow wants it to.

After quietly cultivationg a reputation as one of the finest young
actresses in Hollywood, with criticallly acclaimed supporting
performances in box-office disappointments like Flesh and Bone,
Moonlight and Valentino, and The Pallbearer (not to mention here
rather thankless performance opposite Pitt in Seven, in which she
winds up with her head in a box), Paltrow is about to show her stuff
as a leading actress. This month she plays the title character in a
gorgeous film adaption of the beloved Jane Austen novel Emma. It is
by far Paltrow's most luminous preformance as well as her most
substantive: She appears in every scene in the two-hour movie except
for one. This fall, Paltrow will add her name to the list of prominent
young stars who have played prostitutes on screen when she stars
opposite Samuel L. Jackson as a Reno hooker in an eagerly awaited
independent film, Sydney. On the horizon: a psychological drama called
Kilronan, currently being shot here in Virginia, in which Paltrow's
character marries into a family with a mother-in-law from hell (played
by Jessica Lange), and a remake of the Dickens classic Great
Expectations with Ethan Hawke and Robert De Niro.

Even without such high-profile leading roles, Paltrow has gotten the
sort of praise most actresses would die for. "She's one of the finest
actresses in America and somebody I think about for every single
movie," says Harvey Weinstein, the influential head of Miramax
Pictures, the studio behind Emma.

"There's a great sense," says Douglas McGarth, the director of Emma
(and co-writer of Bullets Over Broadway),"that Gwyneth is on the verge
of a major breakthrough. People who've seen her shine in other roles
are just waiting for a part to come along that shows how many sides she
has. And in Emma, I saw her do it all: ride a horse, dance, sing, run
through every emotion.She was sparkling. Frankly, I don't think there's
any kind of acting she can't do."

Julia Roberts, when asked who might be, well, the next Julia Roberts,
doesn't miss a beat offering up Paltrow's name. "Gwyneth has an
incredibly interesting look, which I think transcends time, "Roberts
says. "She can look very today, she can look very 60's she can look
very period. And also she can go from being incredibly, exquisitely
beautiful to being just plain interesting-looking. She's got a face you
want to look at for a very long time; you want to absorb it."

With supporters in such high places, you'd think Paltrow would be
plotting her conquest of the entertainment universe, right? Well not
quite. "If I never made another movie, I would be just fine," Paltrow
says, in a way that makes you believe her. "I'm just not that ambitious--
that's what it comes down to. And I don't want to be on that manic scale.
I think it's horror. I don't want to be a movie star in that sense-it's
too limiting."

Why then has Paltrow agreed to appear on the cover of this and other
magazines? "Emma and Sydney are two small, excellent movies, and I have a
responsibility to help them," she explains, "if I didn't have a
responsibility to help them," she explains. "If I didn't have to do
publicity, believe me, I wouldn't. I'm just saying you won't see me in
Speed III or Terminator IV any time soon. I'd rather go and do some play
for five weeks and learn something."

You don't have to dig very deep to see where Paltrow gets her sense and
sensibility. Born in Los Angeles and raised in New York, she and her
younger siblings, Jake and Laura, grew up in a house where artistic
integrity was paramount. Their mother, Blythe Danner, is considered to be
one of the finest stage actors of her generation. Danner's Broadway
performance in 1969's Butterflies Are Free won her a Tony: she was
nominated again in 1988 for her role as Blanche DuBois in a revival of A
Street Car Named
Desire. Paltrow's father, Bruce Paltrow, produced St. Elsewhere and The
White Shadow, two of the most highly acclaimed television series of the
1980s.

"I saw my parents do quality work, and I think that just forces you to
push for a higher standard," Paltrow says "My mother probably could have
been a bigger movie star than any woman of her generation, but she chose
to stay home and be with the family. And I just respect her so much for
that. She's a brilliant woman."

Although Paltrow begged her parents to let her audition for parts of her
own, she was constantly told that school--and childhood--would have to
come first. "It was really an exceptional way to grow up," she says,
"because I was both in the realm of the acceptable world and also a
carnie kid or a gypsy. On one hand, I had this great East Coast private-
girls-school education [she attended the Spence School, a prestigious
all-girls prep school on Manhattan's Upper East Side]; on the other, I
would go to
rehearsals with my mother and sit barefoot and cross-legged watching
her work." (It's a formula that's working for a lot of young actresses
these days: Mira Sorvino, Liv Tyler and Ashley Judd are only a few of
the new generation of performers whose professional poise could be a
result of growing up with famous parents.)

Paltrow's parent's were careful not to let their kids become overly
enchanted by the acting life. "My parents wanted us to wait," she says.
"There was never a sense that we needed to rush into this business."
That's not to say she didn't have artistic outlets.

"She's always been creative and a little dramatic," says brother Jake,
20, who made his directorial debut with a dramatic short called An
Eviction Notice, shown at this year's Sundance Film Festival. "When I
was 5," he recalls, "Gwyneth developed something called Pickleonial
Tours. It was a very elaborate Universal Studios-type tour. She'd tie
a Radio Flyer wagon to a Big Wheel and give kids tours of the
neighborhood. She also developed an entire language with her friends.
That was really impressive.
She's always been a very together person."

After graduating from Spence in 1990, Paltrow spent summer performing
with her mother at the highly regarded Williamstown Theater Festival
(apparently, she was forbidden to stay in Manhattan that summer after
been caught one too many times hanging out in Upper East Side bars
with her prep-school girlfriends). Her father encouraged her to go to
L.A. to try our for more parts, and Paltrow quickly landed the role of
James Caan's girlfriend in 1990's Flesh and Bone. Later after bumping
into family friend Steven Spielberg (whom she adoringly refers to as
"Uncle Morty") in line at a movie, Paltrow got the role of Wendy in
Hook without so much as a screen test or a reading.

Soon enough, Paltrow realized she really had no business continuing
her newly begun college education at the University of California at
Santa Barbra. "It was such an imappropriate place for me to be," she
says of her brief college stint. "I just felt something bigger out
there waiting. I didn't know what it was. I didn't know if it had
something to do with acting or love or, as it turned out, both of
these things."

If there was an occasion for a young Hollywood star to behave like a
prima donna, this is it. The temperature must be about 1,000 degrees
on the roof of the Jefferson Hotel, and Paltrow, standing barefoot on
a patch of melting roof tar is being primped and poked for the
afternoon's cover shot. As one guy aims a hot hair drier directly at
Paltrow's forehead (for that wind-in-the-hair effect), a frantic
wardrobe assistant, sweating like Albert Brooks in Broadcast News,
tugs and pulls at the waist of her evening gown. The only thing
heavier than the weighty beaded dress [is the photoshoot] retriever,
[who] know's it's an appropriate time to kvetch: He lets out a few
overheated doggie wimpers.

The only one keeping cool, it seems, is Paltrow herself. "I'm foyne,
I'm foyne," she keeps telling everyone, in perfect mock Long Islandese
("Awl moy cousins come fromthey-ah," she says later. Paltrow's sole
request is that poor Holden be given some water. In a flash, someone
appears with a bottle of Evian, which the dog grandly slurps out of the
crystal goblet from the room-service tray.

As Hollywood actresses go, Paltrow is about as unpretentious as they
come. She seems far more concerned that the photographer's assistants
get enough to eat for lunch than she is about looking glamorous for the
shoot--though she certainly has no problem doing that either. Later that
night, at a wrap party for Kilroman in downtown Richmond, she greets
every crew member warmly by name, right down to the dolly grips and
second assistant gaggers. Everybody gets a high five or a hug. "This
might be normal behavior in the outside world," says McGrath, "but
unfortunately, among Hollywood actors it's pretty rare. Gwyneth's just
a very real person."

Meryl Poster, one of the producers of The Pallbearer likens Paltrow to
"an old Jewish lady. She want's every body to be in love the way she
is, she wants everybody to eat, she doesn't want anyone to worry, and
God forbid you're rude to a waiter--she'll die. She's like, 'Be nice,
be nice, be nice.'" When someone comments on her down to-earth attitude,
Paltrow shrugs and says, "I guess I'm not the type of actress who says,
'I'm not coming out until I get my tropical-punch Gatorade.' Who needs
that?"

If there's anything likely to get paltrow in trouble, in fact, it's
that she's almost too much of a straight shooter. Ask her for an opinion
and you'll get it, no holds barred. Gossiping on this particular day
with her makeup artist, she lets loose on a variety of subjects: Mariah
Carey ("She has an unbelievably amazing voice, but those songs, oy!");
Madonna ("If you don't like her, then I don't have nothing to say to
you"), Tom Cruise ("Anybody who says his marriage to Nicole Kidman is
a sham and that Tom is gay has clearly never been in a room with them.
Tom is one of the least gay men I've ever met in my life, OK? I don't
know how he's so cool about people accusing him of living a lie. I would
flip out. Brad would flip out!").

At the same time, walking the walk of movie stardom doesn't seem
particularly difficult for Paltrow. Whether it's photo shoot or a
complex movie role like Emma, she seems to do things with an almost
frightning level of ease. "Her English accent in Emma came so easily
and was done so proficiently that even English people thought she was
British," McGrath says. "One of our sound supervisors wanted to know
why he didn't know this lovely British actress. When I told him that
she was from that little English village of New York, he almost hit the
floor."

Paltrow doesn't agonize much about her golden good looks, either. She
could easily be a supermodel with her long blond hair, perfect angles,
waifish thinness and angelic face; but her classic beauty is offset by
a healthy (and refreshing) dose of goofiness: She is Grace Kelly by way
of Lisa Kudrow. "Calvin Klein asked me to do some runway stuff, but I
just can't do it," she says. "For me, it's far more difficult to
cultivate that silent-mystery-model thing than to go, "Oh hi, howahya?'
You have a personality when you're sashaying down the runway. I could
never walk down that thing."

The only matter Paltrow seems to take completely seriously, it seems,
it is her relationship with Pitt. "Her love affair with Brad gives her
strength," says Poster. "It's not because he's a superstar but because
he's completely besotted with her. They're so crazy in love. It's like
there's enough love between the both of them for everyone in the room."

Paltrow can't understand exactly why people want to know such mundane
facts of their exsistence as what she and Brad eat or watch on TV, but
she obligingly offers some insight into such matters. "Frankly, we just
see ourselves as two regular people with souls and lives in a room. Of
course, we learn things. We'll obviously never go sunbathing again,"
she says, referring to the widely circulated paparazzi photographs taken
of the couple during a Caribbean vacation last year.

As for their daily life together, well it's pretty routine. She drives
when they're on the East Coast; he drives when they're in California.
She generally does the cooking--roasted chicken with stuffing is the
specialty of the house. A typical day in New York might find them just
bumming around their Greenwich Village apartment. "We get up, we walk
Holden, we sit and talk alot. We giggle. We talk more. We might take a
bike ride. We might have brunch if it's a Sunday. We always say we're
going to see a movie and never go. We generally try to avoid SoHo on
the weekends-it can be very rough on us. "Do they ever disagree on
anything? "I think we don't go out enough. He thinks we go out
constantly," she says. "Whenever I'm at the perfect temperature, he
thinks it's too hot. When I'm too hot, he's too cold. He loves to
watch that Ultimate Fighting Championship whenever it's on Pay-Per-
View, which I hate. But I watch the E! channel, which he hates because
of that gossip show," She pauses. "Other than that we don't really
fight."

Jake Paltrow confirms this. "In the past, with Gwyneth's boyfriends,
she might drag out a fight for days," he says. "With Brad, the
problem's extinguished in about five minutes, mainly because they
communicate about everything."

What will happen when the couple must spend the inevitable three or
four months apart shooting movies in separate locations? "It'll never
happen," Paltrow says firmly. "The longest we've been apart was 28
days, and that was hell. We make a concerted effort to be together--
not that it's torture. But if I have a day off, we're together. I've
gotta be with him."

People might be skeptical about the lasting power of such a high-
profile relationship, but Paltrow and Pitt have had good role models
for long-term unions: Both sets of parents are still together. "That's
really rare, especially in this business," Paltrow says. "We were
raised to believe that the institution of marriage is incredibly
important and productive for two people. Something to be respected."

If they do get married (and if the gold and diamond band on Paltrow's
right hand - a gift from Pitt - is any indication, they are surely on
the road to marriage if they haven't already arrived there), they are
not likely to have an easy time maintaining privacy. But Paltrow says
she won't let press scrutiny and the public's obsession with her and
Pitt ruin her life. "I can't allow the tabloids to alter any of this,
she says. "I can't allow them to take the joy and freedom away. I'll
be incredaibly protective of my children, when we have them, but I
can't let these parasites screw up my day."

For now, Paltrow just seem happy and optimistic about the future. She
feels so good, in fact, that she can't help feeling a bit anxious.
"When you get to a place where everything is going exactly the way you
had hoped it would go and you're only 23, it can get very terrifying,
actually. You think--well, I got here, but what do I do now?"
Undoubtedly, she'll find the right answer.