Once upon a time there was a southern belle who lead a fairy-tale life in Hollywood. But-and there’s a moral to our story-this is one princess who packs a punch.

This is the game. The actor and the journalist are the opponents. The objective is image control–the power to determine (for one month, at least) The Truth about a rich, beautiful, and famous person. As such, this game is the noble pursuit of a trivial goal, like waging a holy war for an éclair. Celebrity Profile matches can also be quite dull, of course, because the actors all play by the same set of rules. Luckily, Reese Witherspoon prefers to break them. On level P-1 of a parking garage, surrounded by cement and Range Rovers, she makes her opening move. It is an offensive strategy, designed to psych out the competition. We are engaged in pre-game banter, walking toward the elevator, when I describe another actor as “usually a funny, engaging guy.” She stops, arches an eyebrow, and laughs. “You think you know somebody just because you’ve interviewed him a few times?” she asks, a glint of metal in her voice. “They’re actors. You don’t think they can lie for three hours?” The game is afoot.

Rule One: Be Shy and Self-Effacing

She has planned our agenda for this morning. First, an interview in a Beverly Hills dessertery and then some book shopping. (Selecting game locale is critical, because it always takes on deeper meaning—e.g., Reese Witherspoon fears neither fat nor fiction.) So we have emerged into the sunlight, then into the café, where she provides a detailed tour of tortes and tarts. She orders an apple turnover, sits with her back to the mirror, and begins talking about her new movie with poised, anecdotal precision. You see, Witherspoon is good at this. She’s good at everything she does; she makes a point of it. “I don’t fuck around,” she says, speaking about her work ethic. “I don’t think it’s a joke that people put up $20 million to finance a movie. I show up. I know my lines.” And because this is work—a performance, really—Reese Witherspoon is the perfect interview: She shows up. She knows her lines. She doesn’t fuck around. It begins with her entrance—the burst of blond behind the high windows of a hotel lobby, the purposeful stride, the immediate smile, and the perfect opening line: “You want to get out of here? I’m illegally parked.” Never mind that the hotel has valet parking; it’s the perfect quote to introduce . . . Legally Blonde. She plays Elle Woods, a sorority darling who gets dumped by her Ivy League–bound boyfriend because he needs to marry someone less vapid. Determined to win him back, she gets accepted to Harvard Law School, only to be pummeled by brunet intellectual elitism before showing the world what blond ambition is all about. Both the film and Witherspoon’s performance are reminiscent of the princess-in-fatigues flick Private Benjamin. “I love that aspect of Goldie Hawn, that she can talk in a certain voice, and you think, ‘Oh, she’s not very bright,’ ” Witherspoon says. “Then all of a sudden there’s this scene at the end of the movie where she just socks Armand Assante in the face! It’s great! Suddenly, the register in her voice drops, and you realize this is who this woman really is. She’s not going to put up with your crap.” Which is, of course, the perfect first impression of Witherspoon herself.

Rule Two: Praise Art ; Pan Commerce

Witherspoon, a 25-year old native of Nashville, is the daughter of a doctor father and a nursing professor mother. She has been a Girl Scout, a cheerleader, and a debutante. She began acting classes at 7, appeared in commercials at 12, and made her film debut at 14 as the star of The Man in the Moon, a coming-of-age tale directed by Robert Mulligan (To Kill a Mockingbird). Her first line of screen dialogue was “I love Elvis so much!” She enrolled at Stanford University for one year before propelling herself into acting full-time. She is the mother of Ava, now almost two years old, and the wife of reluctant heartthrob Ryan Phillippe. She also may be the finest comic spitfire to hit the Cineplex since Holly Hunter, but she’s not a star. Yet. Mention her name in Hollywood or to passionate cineastes, and the response will often be, “Oh my God! I love her!” Try this with, say, a barber in Baton Rouge, however, and he’ll probably rattle the words around for a bit before asking, “Who?” This is because Witherspoon has never had a real hit, nor has she fixed herself in a genre or played the same type of role twice. In fact, if you watch her films in order, you’ll notice that whatever character she portrays, her next will almost always be its opposite. In 1996’s Fear she played a rich girl terrorized by an obsessive boyfriend (Mark Wahlberg). Next, in the cult film Freeway, she was a poor girl who terrorized a serial killer (Kiefer Sutherland). In Pleasantville, she’s a sweater vixen in a black-and-white world whose sexual powers make men see color; in Cruel Intentions, a devoted virgin whose innocence makes her seducer (Phillippe) see the light. As different as these characters are, however, they share one trait: They are all defiant; they confront life on their own terms. And in no character is that quality more ferociously on display than in Election’s Tracy Flick. One of the best-reviewed films of 1999, Election provided Witherspoon with the ideal platform for her comedic talents, and she all but devoured the screen as a duplicitous, power-starved candidate for high school class president. The movie failed to find an audience, but her performance still inspires raves. “She’s a dynamo—this small package just filled with power,” says Matthew Broderick, who played her nemesis in the film. Alexander Payne, Election’s co writer-director, agrees. “She’s the real McCoy,” he says. “She concocted that voice, that walk, the way Tracy pogos in the hallway when she thinks she’s won. And I swear her eyebrows are individually wired.” But wait; it gets better. “Reese is like this Mighty Mite, this little cartoon hero,” offers Pleasantville writer-director Gary Ross. “She reminds me of great comedic actresses of another time: Carole Lombard, Rosalind Russell, even Judy Holliday.” As happy as Witherspoon is with the film, however, she’s also sort of over it. “I don’t want to be Tracy Flick for the rest of my life,” she says with a sigh. “People really think you’re the last thing you played. They just don’t get it.” But when you’re playing to win, you don’t complain about obstacles; you conquer them. “Legally Blonde is, in theory, the most commercial script I’ve ever done,” she says. “It’s a move that, at one time, a lot of people who wanted to be ‘serious actors’ would not have made. But you have to evaluate the changing markets.” And while you’re trying to recall the last time you heard an actor “evaluate the changing markets,” Witherspoon gets to her point: “Today, it matters how many people see your movies. I want to have an audience, and this is an opportunity for me to try and reach more people.” But it seems that many people—specifically, people who “just don’t get it”—annoy Reese Witherspoon. These include (but are not limited to) poseurs, pessimists, hustlers, whiners, gossip-mongers, and boors. “I want to create a school for adult manners,” she says, only half-kidding. “I mean, someone invites you to dinner and you don’t bring a bottle of wine?!” She also has zero tolerance for laziness, self-pity, stupidity, and insincerity. But deception? Serious, deep-down lying, either to oneself or to others? Now, that fascinates her. To prepare for her role in Legally Blonde, she spent time with sorority girls from USC, studying how they talk and what (and whom) they talk about. “I came back, and someone said to me, ‘But don’t they just put on their best face for you and pretend to be nice?’ ” she says. “But in my experience, people don’t know what their worst qualities are, so they’re completely open and free with them. People will backstab their friends and say the most catty, awful things to you, but in a way that they don’t think they’re saying anything terrible.” She pauses. “I think a lot. I don’t think I’m necessarily book-smart. I just feel I understand about people.” And reality shows have become her library. “I’m obsessed with Survivor!” she says, and her calm demeanor vanishes. Her blue eyes blaze. She snaps forward, looking oddly like an angel on fire. “It’s a study of our culture! Like, at the end of the first one, this whole panel of people sat around and said, ‘Do we like the person that was nice to us or the guy who lied and cheated and betrayed our trust?’ And they voted for the guy that lied and cheated! I was in shock, because it means that as a society, we have learned to value those qualities most in a human being!” She stops, and when she speaks again, her voice is softer. “I know it’s a game. But isn’t life a game? Isn’t voting for the best person to be the president of the United States just a game?” Of course, just because she’s disturbed by all that Survivor mendacity doesn’t mean she wouldn’t excel at it. “Sign me up!” she says, flashing a wide grin. “I’d pretty much beat the pants off everyone. But I do think that no one would vote for me at the end; I don’t think all those men would want a woman to win.” Her eyes narrow in mock challenge. “I’m a lot tougher than I look. I may be five-two, but I . . . am . . . tough.”

Rule Three: Reveal Your Vulnerability

Tough is a word that gets tossed around a lot when people talk about Witherspoon. It’s her signature adjective, the way Tom Hanks owns nice and Julia Roberts holds the patent on dazzling. When Payne was casting Election, he asked Witherspoon why she wanted the role. “There’s just nobody better for this part than me,” she said. “I deliver the goods.” Although it’s a common actor trick to show up for a meeting behaving like the sought-after character, Payne discovered that Witherspoon is nothing if not consistent. “She’s really frank,” he says. “She’s also a little hypercritical about herself and others. I like that about her.” She doesn’t always make it easy to like her, though. She doesn’t always play nice. She can be blunt to the point of rudeness, refusing to cushion the blow of her weighty opinions and withering judgments. “She’s a verbal serial killer,” Freeway director Matthew Bright says with a laugh. “She’s very incisive about people. If she had given you a nickname in school, it would have stuck, even if it was horrible.”

Jennifer Coolidge, who plays Witherspoon’s manicurist pal in Legally Blonde, got a dose of the actress’s abrupt style during production. “I’d gotten fat for the part,” Coolidge says. “And I said, ‘Reese, I can’t get rid of this weight.’ And she said, ‘Well, you see that donut in your hand? You just wouldn’t eat that. You just don’t indulge yourself.’ ” It is not so much what Witherspoon says, but how she says it that can be so unnerving. At one point I ask her how, when she works in a business so focused on beauty, she keeps herself from becoming preoccupied with her own. Her jaw clenches slightly, and her bright-blue eyes chill as if a steel plate is sliding behind them. Then with clipped, subzero delivery, she says, “How do you deal with it?” It is that look, that metallic tone, combined with her disdain for the self-absorbed chatter and misinformed gossip that peppers so many Hollywood conversations, that can intimidate even those closest to her. “I consider her one of my dearest friends,” says Selma Blair, who costarred with Witherspoon in Cruel Intentions and who plays her rival in Blonde. “She taught me so much about caring for myself. But there are times I realize I can’t even open my mouth around her. We’re used to a certain amount of fluff in our lives, and she’ll call you right on it.”

And yet, while almost every person interviewed for this story had a Reese-is-intense tale to tell, they all harbor deep affection and admiration for her. This is because her candor is derived not from cruelty but from efficiency. It’s about detoxifying the egomania that infects the industry and pollutes her work. So why lie just to make other people comfortable?

“Filmmaking is a collaborative process,” Witherspoon says. “I have things to add, and whether someone chooses to use them is their prerogative.” She pauses and then laughs. “But I’m not going to shut up. I have a lot to say, and I don’t let anybody give me any shit. I have earned the right to have an opinion, so when people don’t listen to me, I get a little pissed off.”

During filming on Blonde, Witherspoon was unhappy with her performance in one scene. “On the second take, I felt she nailed it,” says first-time feature director Robert Luketic. She wanted a third try. He didn’t. “She got quite upset with me and said, ‘How dare you not respect my decision!’ I totally love her, but she will push it as far as her director allows.” He’s not alone in that experience. “I adored her while we were making our film,” Bright says, and then adds dryly, “maybe it was like Stockholm Syndrome.” But her films seldom suffer from her criticism. “If you have a creative difference with her, you have to be able to back it up,” says Cruel Intentions writer-director Roger Kumble. “She’s no bullshit. You save hours on a set with Reese, because you don’t have to lie.”

More important, perhaps, her cut-to-the-chase attitude has some nifty off-set perks. When Witherspoon first met husband-to-be Phillippe at her 21st birthday party, she famously said to him, after they had spent the evening deep in conversation, “I think you’re my present.” Mention this moment, and she laughs. “I meant it as, ‘Meeting you was really nice and I really enjoyed it.’ But it just sort of came out that way.” She pauses and arches one individually wired eyebrow. “I guess it was the right thing to say.”

Phillippe calls while we’re strolling (with deliberate speed) along a boutique-lined stretch of Robertson Boulevard. He’s in London filming Robert Altman’s Gosford Park. Witherspoon will join him in a week and, soon after, will begin shooting The Importance of Being Earnest. “Have you slept? Have you eaten?” she asks, listening intently to his answers. After her birthday party, the two carried on an epistolary romance while he was shooting I Know What You Did Last Summer in North Carolina. On a whim, she flew down to see him, and after an initial panic attack (on her part), they set off on a road trip. They haven’t stopped since. “I love you too,” she says, and hangs up. “You just get a sense with someone that everything’s in its right place,” she says of their relationship. “Everything is calm. He really pushes me. He’s always studying, reading a different book on a person I’ve never heard of. We go well together that way. We like to get to the bottom of things.” She shrugs, and smiles her only remotely goofy smile of the day. “He’s a great guy. What can I say?”

Rule Four: Credit “Luck” for Your Success

We are standing in Indigo Seas, an interior-decor shop with a small rare-book selection. On the walk here, Witherspoon had lamented that she never has time to read anymore, what with the baby and the career and all, so she’s (presumably) looking for something symbolic to buy (like the Sarah Bernhardt biography she eventually does). We are chatting about her alma mater, Harpeth Hall, a private all-girls academy in Nashville. The school’s website (www.harpethhall.com) features a section honoring such distinguished alumnae as Minnie Pearl and Amy Grant. “Oh, they talk about her all the time,” Witherspoon says, sort of half-listening as she strums her fingers along book spines. But then it clicks, and she looks up. “They have a website?” she asks. She stands there a moment, cocks her head to one side, and her expression can only be described as I-don’t-want-to-want-to-know-this-but. . . . “Am I on it?” Well, no. She smiles, more amused than disappointed. “They don’t think I’m famous.”

Witherspoon isn’t ambivalent about much, and success is no exception. “I’ve been very calculated from the beginning, about the career trajectory I want to have,” she says. “Holly Hunter, Meryl Streep, Frances McDormand, Susan Sarandon—these are the women I want to emulate. I avoided the whole teen-movie thing, because I want to be in this business for more than two years, and I made conscious decisions not to do exploitative things, because they didn’t feel right to me.” She has, in fact, performed only one topless scene—a small part opposite Paul Newman in Twilight, directed by Robert Benton (Kramer vs. Kramer). Even then, she didn’t flinch. “In fact, the role as written called for full-frontal nudity, and she agreed to do that,” Benton says. “The day before we shot the scene, I told her I thought it would be more appropriate to do it just from the waist up. I think she was probably deeply relieved, but she never said she was dreading it or anything. She was terrific.”

Soon after Election made Witherspoon a hot property, she became pregnant with her daughter, Ava. Legally Blonde is her first major role since her self-imposed maternity leave, and motherhood, it seems, has given her a more philosophical perspective on her career. “You wake up one day and say, ‘This is who I have been. And this is who I want to be to this child, how I want her to see me as a woman, as a mother, and as a wife,’ ” she says. “I used to be much more competitive, caught up in why so-and-so got that job and I didn’t. I had to let it go, because it’s all so arbitrary and never very personal. You have to be cool with what’s yours, and I’ve got mine, and what’s mine is good.”

But after the drive back to the hotel (in her black SUV with its spotless interior and leopard-print child seat), it becomes clear that while she may have jettisoned some of her anxiety, ambition is still firmly in her grasp. “What’s so cool about Julia Roberts is that she created her own happiness,” she says, her perfect diction gathering speed. “Nobody made Julia Roberts a star. She busted her butt, and when people said she was just pretty or not a very good actor, she broke down stereotypes and believed in herself. That’s the kind of tenacity I think it takes to succeed.” As she sits in the lobby, that metallic tone slivers its way into her voice again—but this time it’s not about unhinging some unworthy opponent. It’s only about winning. “I want to do things on my own terms,” she says. “I want to be one of those people who lasts in people’s minds.” She pauses, considers the in-print ramifications. “That sounds so narcissistic and awful, right? I don’t mean it that way. But I don’t want to have once been The Skinniest Girl in Hollywood. I want it once to be said, ‘She was damn good at what she did.’ ”

The tape recorder shuts off, and Witherspoon exhales, like an actor after curtain call. She looks almost fragile. “It’s so awful to talk about yourself for three hours,” she says softly. “I wish we would have talked more about you.” And now her voice is so sweet, her eyes so brilliantly blue, that she has to be lying.