Let the record show that I never intended to make Reese Witherspoon cry. In fact, it’s hard to believe that this squishy Barbara Walters moment is even happening. After all, we’re stuck in a noisy Studio City cafe on a blindingly sunny Saturday afternoon, not exactly the backdrop for tender moments. Around us, elderly shoppers bray gossip over wilted Chinese chicken salads. No one looks up as Witherspoon stares into the plate of uninspired pasta congealing in front of her, blinking back tears. The tiny blonde, who made an indelible mark in 1998 with Pleasantville, and in 1999 with Cruel Intentions, is anonymous here. Tucked under an enormous black baseball cap, she’s just another pretty girl dressed for summer in a tank top and jeans, fresh faced except for the dark circles under her eyes.

There is a long, awkward silence as the Stanford-educated actress squares her shoulders and composes herself. This flicker of naked emotion, quickly shrugged off, is so hard to fathom, because at 25, Witherspoon is no soft ingénue prone to navel gazing prattle. The woman who played the high-school dweeb most likely to succeed or die trying in 1999’s Election is, simply put, a tough cookie. She isn’t interested in sopping up cheap sentiment, even when her sniffles can be so easily explained away.

Right now Witherspoon is juggling a ponderous slate of working-mom commitments, the kind that inspires Ladies’ Home Journal articles on the irony of having it all and being too bone tired to care. There is the dashing husband, Cruel Intentions costar Ryan Phillippe, who is currently across an ocean shooting Robert Altman’s Gosford Park in England. Apparently he’s having the quintessential actor’s experience, says his wife wistfully. “You go to dailies and eat pizza, and you’re all friends. It sounds fun.” There is the baby, Ava, just short of two years old, about whom her mother is careful not to gush. “She’s very mobile and very verbal,” mom explains warily, before protectively declaring the wee Phillippe a topic she’d rather not dwell on.

And then there is the career, which is about to reignite now that Witherspoon’s self-imposed maternity leave has come to a close. She’s off to London in less than 24 hours to shoot The Importance of Being Earnest with Rupert Everett and Judi Dench. Her production company, Type A Films, recently began work on an adaptation of the single gal bible The Girls’ Guide to Hunting and Fishing for her to star in, playing a young woman who falls under the spell of a domineering older man. And today she’s at the tail end of a promotional whirlwind to support what may be her mainstream breakthrough. MGM is positioning Legally Blonde, a screwball comedy in which a So Cal ditz (Witherspoon) blossoms into a legal eagle, as this summer’s sleeper hit. After years of critical acclaim and modest box-office results (Pleasantville barely made back it’s $40 million budget, and even teen targeted Cruel Intentions only grossed $38.2 million), a major hit could plant her firmly on the A-list.

Despite everything, Witherspoon believes a busy schedule is just an excuse, and excuses are simply not acceptable. An urge to reach across the table with a comforting there-there pat is quickly snuffed out. Any gesture that smacks of pity would most likely be unwelcome. “This is so stupid and I’m so sorry,” she says, shaking her head ruefully. “I’m laughing that I’m crying in an interview. You’re a complete stranger, and here I am crying.”

If this were any other ingénue, it would be easy to view the source of the waterworks with cynicism, if no suspicion. The bright young thing from Nashville, Tennessee, has been moved to tears recounting an article she read about a young African-American doctor. The woman overcame bitter poverty to graduate from medical school and now offers her services for free to the indigent and uninsured. It’s a story that’s downright Oprah worthy. “I’m so fascinated and so in awe of people who dedicate their lives to doing things that are so important like that,” Witherspoon says, her blue eyes wide. “To me, that’s real. That’s someone who inspires me.”

And it’s the kind of heart-tugging tale that, when recounted by someone once dubbed half of Hollywood’s “golden couple” by no less than TV Guide, makes for feel-good copy. But if there is any calculation in Witherspoon’s heart-shaped face, her Oscar is overdue. She is rolling her eyes, and her voice has taken on a hint of sharpness, as if she wants to give herself a good shake. “That’s something admirable to do with your life, and here I am spending an hour talking about my life, and it’s so inconsequential, considering…” It’s a sentence she doesn’t have to finish.

It’s easy to forget, looking at her lengthy resume (15 feature films since the age of 14) and nested domesticity, that Witherspoon is still, in some ways, young. She holds tight to that bright-eyed idealism so often abandoned after adolescence. “I’m an inherently positive person,” she says with a shrug. And for all her preternatural poise, she struggles with the same issues that haunt any of us in our early twenties, the task of defining the self, making peace with the vicissitudes of an unkind world. But for her, the moral vagaries of adulthood are played out on a grand scale. She is a have in a world of have-nots, burdened with the fact that everyone knows it, and none more so than herself.

She has smiled, screen-scrubbed and ten stories high, from the side of a Sunset Boulevard office building in the requisite Gap jeans ad, a city’s worth of suffering and disappointment unfurling below her. Other stars have looked down from similar heights and, plagued by the survivor’s guilt of succeeding where so many others have been lost, have crawled into bubbles of privilege and wilful ignorance. If Witherspoon were to clear her conscience with the occasional celebrity fundraiser and a self-help book or two, she wouldn’t be the first. But she was raised better than that.

The daughter of a doctor and a nursing professor at Vanderbilt University, she was nurtured by parents well versed in the bylaws of Southern manners, as well as their subtext. Her mother even applies the if-you-can’t-say-anything-nice rule to her weekly visits to the local Cineplex. “She goes in to work and gives Betty’s Movie Review, which consists of, ‘It was really god, I really liked it,’ and ‘I liked it, it was good,’ which means it wasn’t very good,” her daughter recalls, laughing. Her imitation of her mom’s southern twang is spot on, but affectionate. “It’s hard to tell the difference unless you know her.”

But her parents’ legacy runs deeper than simple social graces. “I don’t want to make it sound like my parents are these saints that go out and provide medical services for the community. This is what they do for a living,” Reese says hesitantly. “But, especially with my mother, there’s a selflessness applied to it that I admire. My mom is a real nurturer.” Even though Witherspoon didn’t become the cardiologist her parents expected, she has tried to follow in their footsteps on her own terms. She is starting a local scholarship fund in her hometown of Nashville, and last year she celebrated her first Mother’s Day by walking in the Million Mom March in Washington, D.C. She chooses her causes without considering the photo opportunities.

These are baby steps in an ongoing quest for the mission that will place her golden-girl status in a broader, more meaningful context, allowing the Gap ad girl to wrap her giant arms around the city and beyond. “I do believe that ultimately there is some sort of greater purpose in my finding this sort of notoriety in my life,” she says. Her expression is earnest, and she leans forward as she speaks, fingers lacing beneath her chin as if in prayer. “I will find that thing. I’m not sure exactly what it is, but I do know there is something in my future that I’m supposed to do with all this.” She points to her Twilight co-star Paul Newman as an example. “He uses his celebrity in such an amazing way,” she says of the popcorn and pasta sauce king. “That’s just what I want to do.”

But for all her noble aspirations, Witherspoon acknowledges that she isn’t immune to the baser instincts at her core, that the cutthroat nature of Hollywood can weaken the best of intentions. Not so long ago she realized that being a judgmental harpy may be part of the required skill set for an aspiring starlet, but it doesn’t mesh so well with the loftier responsibilities of motherhood. “The biggest shock of being a mom for me was how little I was realizing my bad behaviour,” she says. “I mean the negative parts of myself, the part that was down about other people, that was insecure and competitive. About six months after the baby was born, I woke up one morning and realized, this is not how I want to be. I want my daughter to emulate me, and this is ugly.”

Okay, her spiral into darkness wasn’t exactly a heroin snorting rampage involving underage groupies and a vice squad. But for Witherspoon, it might as well have been. This is a woman who named her production company Type A Films, after all. There is more than a little of Tracey Flick’s dogged determination in her, though in Witherspoon it manifests into a desire to be the best she can be, to rise above her flaws, and meet her own exacting expectations. And even that desire must be tempered. “My biggest epiphany has been that you don’t have to control everything, that it’s all going to work out,” she says, as if she’s a little surprised by the idea. “So I’m letting the house get messy. I don’t over schedule. Or at least I’m trying not to.”

Even as she totters a healthy balance of ego and id, she can’t help but get distracted. Watching others flirt with self-destruction is a frustrating puzzle for Witherspoon, who can’t fathom the waifs who subsist on cigarettes and celery to fit an impossible physical ideal or blindly follow the bad advice of Svengali agents and managers. It all just pisses her off. “I’m always befuddled by young women who have great opportunities, then put themselves in a mediocre movie. Why are they betraying themselves? Why would anyone do that?” she asks, her brow creased. One suspects if a dim young actress floated by at this moment she might feel the need to give her a good talking-to and a reading list. “That’s one thing Ryan tells me I spent too much time thinking about, because I really am concerned for other people and why they destroy themselves. Or why they just don’t value themselves enough to make a good decision.”

That blend of mother hen and girl-power advocate inspires almost weak-kneed devotion in those around her. “Please make sure that what I say sounds right, because I love her and adore her,” implores Cruel Intentions and Legally Blonde co-star Selma Blair. “I mean, she’s the kind of person who’ll invite you to Christmas dinner when you have nowhere else to go, which she’s done for me.”

More significantly, she has been known to go to bat for other actresses on the set, arguing for another take or more time. It’s almost a faux pas in an industry driven by divas. “There were times on the set where I might have compromised something of myself, and she’s say in the kindest possible way, ‘You’re worth more than that,'” says Blair, still slightly awed. But when asked why she’s stick her neck out for the competition, Witherspoon seems genuinely irritated at the idea anyone would even dream of doing otherwise. “I value the rest of the cast not only as friends, but as people,” she says, as if ready to lock horns in lively debate. “I think a lot of people in this industry want to shine and want other people to be dull, but I think there’s plenty of room for all of us. And if that’s not true, I’ll just go do something else.”

She undoubtedly could. Call it a backhanded complement, but it’s sometimes difficult not to think that Witherspoon’s sharp intelligence and fiery idealism could run a country, cure Alzheimer’s be better appreciated outside of an industry that puts a premium on boob jobs. But the argument that she’s too brainy to be camera candy doesn’t sit well with her. “I was told recently I was too smart to play a role,” she says, her tone that of someone whose skin is thick but not necessarily impenetrable. “Which I think is a compliment, but I’m not too sure. But I respect that opinion, because I get it. It’s a nice way of saying you’re not right. So it’s fine. Because I’d be way too smart to be on the set with them.”

The idea that Witherspoon, who admits to being an unabashed nerd in high school (“I was a huge book dork who got really good grades,” she says happily), would be judged too smart for her own good may account for her attraction to Legally Blonde. At the heart of this pretty-in-pink confection is an underdog story about a girl who, smarter than she looks, ultimately grinds the movie’s closed-minded skeptics under her stiletto-clad heel. “Elle suffers from diminished expectations, and we wanted someone who had the strength to carry the movie’s message, which is to be yourself,” says Blonde director Robert Luketic. “It was essential to cast someone with real brains as well as beauty to make it convincing, and that was Reese. No one else could pull it off.” But light comedy isn’t Shakespeare in the park, and Witherspoon is a little quick to defend the project. “It’s an escapist movie. It isn’t about reality and struggle,” she admits. “This is about wanting to see a fun movie this summer.

“Doing something like this is a balance. It took me a while to get that you can do commercial movies and have fun doing them and still maintain your integrity.” She talks about her commitment to the role, her research at local sororities. But she seems a little unsure, as if her tough inner critic has reared its head again. After all, her brief stint as a debutante is still the touchstone of almost every article about her (“How fascinating, how interesting that that was something I did at 18,” she says, dripping sarcasm). To some she is still, at heart, a glossy, thoroughbred blonde. It isn’t so hard to imagine that some critics won’t get the joke. “Listen to me, I’m sounding like Dustin Hoffman about Legally Blonde,” she laughs, embarrassed, before changing the subject. But if anyone could use a little fun, it’s Reese Witherspoon. She briefly contemplates a milkshake, then decides against it as the waitress closes in.

She needs to get home to Ava, keep moving. And then there’s her gut reaction. “It will probably give ma stomach ache,” she says, setting her jaw. “I can’t eat ice cream anymore without getting a stomach. Ever since I got old. You have to be better to yourself the older you get.” And with that, she gets up from the table. Her tears are long forgotten, and her blonde hair swings carelessly back and forth as she makes her way to the door. For a moment she could be just another pretty young girl. One with a spring in her step, without a care in the world.