From PEOPLE Magazine Click to enlarge
These days, her lush lips lock regularly with George Clooney's. But when Julianna Margulies, ER's empathetic nurse Carol Hathaway, was in eighth grade in New Hampshire, classmates "called me Flounder Mouth," she recalls. "I cried my eyes out. My mom used to say, 'Honey, believe me, in 10 years they're gonna be on their knees for those!' "

Mom was right, give or take a year or two. Says ER's makeup man Gandhi Bob Arrollo: "She has the most magnificent cheekbones, spectacular eyebrows and gorgeous mouth. Her face reminds me of ['40s film siren] Hedy Lamarr." In ads for Emanuel Ungaro, the 5'5½" Margulies flaunts the glam side obscured by Nurse Hathaway's pink scrubs; senior vice president of marketing Pat Beh Werblin compares her to "a young Lauren Bacall—feminine, but tough and sexy." (Fittingly, Margulies has a silver-screen sideline that includes roles in A Price Above Rubies and The Newton Boys.)

Her old-time beauty requires old-fashioned upkeep. Margulies, 31, who shares a house in Santa Monica with actor Ron Eldard, stays out of the sun and depends on a lengthy list of must-haves, including black mascara from Chanel or Shiseido, Lorac lipsticks and Dr. Hauschka's Rose Cream moisturizer ("It's rich, it's thick, it's fantastic"). And because those bountiful brows "are a huge part of my face," she has them tended by pros who "keep them long, never pluck the ends and follow the natural lines."

Framing everything, of course, are her trademark curls. "We all have the hair," says Margulies of her two older sisters and their divorced parents, Paul, an advertising copywriter, and Francesca, a dance teacher. Margulies began her career as a hair model for a perm company. "I'd go out on a runway, and they'd say, 'This is our perm! Look how natural and beautiful it is,' " says the actress, who has never had a perm at all. To maintain her corkscrews, she shampoos daily, conditions every six weeks with Sebastian Potion 9 and deep-conditions twice a year. "My hair will do pretty much what I want it to do," she says. "It's like Play-Doh."