http://people.aol.com/people/970113/features/cover2.html

I didn't run away. I haven't been kidnapped. I'm out at the
clubs. You can punish me in the morning."

Paltrow's grades weren't good enough to get her into the top
schools she applied to, such as Vassar. It was partly through
the intervention of family friend Michael Douglas that she was
admitted to his alma mater, the University of California at
Santa Barbara. But Paltrow was less interested in her art-
history classes than in pursuing her growing desire to act.
Her first film audition landed the 18-year-old a part in 1991's
Shout with John Travolta. "I kept missing classes to drive to
L.A. to audition," she told The San Francisco Chronicle. "I
remember my father saying, `You really have to do one thing or
the other because neither is going to be productive when you're
doing both half.'"

The summer after her freshman year, her mother arranged for
Paltrow to play the ingenue lead in Picnic at Williamstown.
After watching the show, her father went backstage and was "very
effusive about my performance," she told the Los Angeles Times.
"He said, `I don't think you should go back to college.' " Though
her parents gave her their blessing, they offered her none of
their money. They wanted, they told her, to help her understand
the financial challenges of an actor's life. Paltrow got a job
taking phone reservations at DC3, a trendy restaurant at the Santa
Monica Airport, rented a small apartment nearby and started
hitting auditions. The family name helped at first. She wouldn't
have gotten her part as young Wendy in 1991's Hook, for instance,
had Steven Spielberg ("Uncle Steven" to Paltrow) not been a
longtime friend.

But connections only get you in the door, Paltrow has been quick
to note. Luckily, as Donna Gigliotti, Emma's executive producer,
had discovered when she happened to see Paltrow in Picnic in
Williamstown, the kid had more than a pedigree. "I remember I
just sat there in the audience and said, `This is extraordinary.
This girl is a major talent,' " says Gigliotti. "And I was proved
right." Indeed, though the movies Paltrow appeared in--including
1993's Flesh and Bone, 1995's Jefferson in Paris and Moonlight and
Valentino--were largely forgotten, Paltrow's performances won her
respect. "Her talents are very instinctive," says Jefferson in
Paris and Emma costar Greta Scacchi. "She's one who doesn't have
to go browbeating and fussing too much" to put in a good performance.

By the time she earned the lead in Emma, the adaptation of the Jane
Austen novel, Paltrow, with 12 feature films to her name, was no
longer a newcomer. During the seven-week shoot in England, Paltrow
impressed her colleagues with both her seriousness and her playful
antics. "She'd be speaking in her American accent, and then the
director would yell, `Action,' and she would suddenly go into this
absolutely flawless English accent," says Gigliotti. "As soon as
they yelled, `Cut!' she'd say, `Oh, Donna, I hate this bra they're
making me wear.' " Her imitation of Woody Allen cracked up the crew,
but mimicry was not her only skill. There was nothing, Gigliotti
notes, that Paltrow could or would not do. She refused to let stand-
ins handle a horse-and-carriage or even sing for her. "And she's got
Brad Pitt for a boyfriend," gushes Gigliotti. "That's just icing on
the cake!"

Friends, families and even virtual strangers who've seen Paltrow and
Pitt recently say the engagement was only a matter of time. The owner
of a home Paltrow rented last spring during the filming of Hush
recalls that the actress grew anxious when Pitt was a few minutes
late for one visit: "She was pacing up and down. She kept looking
out, looking down the driveway. It was obvious that she was really
crazy about him." In Sarasota, Fla., where Paltrow spent a month last
summer shooting Great Expectations, a modern-day take on the Dickens
tale due out later this year, locals were smitten by the cooing
couple. When Pitt came to call, they drove around in her green, four-
wheel drive Toyota, window-shopped hand-in-hand and picked up
sandwiches at St. Armands Deli. But mostly, says Sarasota location
manager Jinx Harding, "she just enjoyed being with Brad at the hotel."

During her regular visits to Pitt's set in Argentina this fall,
Paltrow proved indispensable. Fluent in Spanish (she spent a year
as a high school exchange student in Spain), she translated for her
beau during their visits to local towns. Reluctant to eat out because
Pitt's fans began to haunt his favorite Argentine restaurants, Paltrow
began preparing some of his meals at the walled mansion he rented
during the shoot. "Gwyneth loves to look after Brad," says a Seven
Years crew member. "She really enjoys cooking for him. They are a very
kind, loving and considerate couple--always thinking of each other."

For Paltrow's 24th birthday last Sept. 27, Pitt arranged a surprise
party at the hotel Valle Andino in Uspallata, a small town in the
Andes three miles from the set. "He started blowing up balloons with
some friends, and we all helped him," says receptionist Silvia Jofre.
"He decorated the whole room with flowers--roses, orchids--they were
everywhere. And he made a sign with sparkling letters that read,
`Happy Birthday, Gwyneth.' She is a lucky woman, and he a lucky man."

Certainly, finances are not likely to become a problem in the Paltrow-
Pitt household. Pitt earned a reported $10 million for his role as an
Irish gun-runner in The Devil's Own, scheduled for release in March.
And Paltrow's current price per film is in the seven figures. Still,
the actress says her career comes second to her personal life. "I love
what I do--don't get me wrong," she told Us magazine last April. "I've
sort of achieved what I wanted to, and if I never worked again, it
would not bother me. It's fun and it's exciting, but it's not what
life is about."

What life is about for her, she has often said, is having children.
"Gwyneth especially is very excited to start a family," says Dr.
Zenie. "And Brad, because he is so sure about their love, is very
happy with that idea." Whatever they decide, says their new friend
from Argentina, they are already on the right course. "It is as if
they were made to meet and be together for the rest of their lives,"
says Zenie. "A destiny." All they need now is a wedding date.

-- KAREN S. SCHNEIDER

-- MITCHELL FINK in New York City, JOHN MAIER in Uspallata, ANNA DAVID,
KAREN BRAILSFORD and JEFFREY WELLS in Los Angeles, MARISA SALCINES in
Sarasota, MOIRA BAILEY and PETE NORMAN in London, ROCHELLE JONES in
Virginia, KATE HALFPENNY in Sydney, and KATE KLISE in Springfield

PHOTOS from top: Gwyneth Paltrow and Winona Ryder (David Alloca/DMI),
Brad Pitt in choir (Online USA)