From PEOPLE Magazine Click to enlarge
Catherine Zeta-Jones's infectious smile hasn't always worked to her advantage. "I think my lips are nice because they curl up at the ends," she says. "But in school, my teachers would think I was smirking. I got a lot of 'Zeta-Jones, take that smile off your face.'"

That demeanor may not have played in the small Welsh fishing village of Mumbles, where she was raised by her seamstress mother and financial manager father, but it has infatuated Hollywood. When Steven Spielberg saw Zeta-Jones in the 1996 CBS miniseries Titanic, he asked her to star opposite Antonio Banderas in July's big-screen swashbuckler, The Mask of Zorro. Sean Connery noticed, too, casting her as his costar in the 1999 thriller, The Entrapment. "There's a magic that happens between her and the camera lens," says Zorro director Martin Campbell. "You might say she's annoyingly beautiful. It drives me mad."

Zeta-Jones enjoys every minute that she spends at the dressing table. "I think I came out of the womb loving makeup," says the 5'8" former London stage actress, who doesn't leave home without her eyelash curler. "On the set, I'm always asking the makeup artists if I need to have my lashes curled again, and they're usually like, 'Uh, let's get this big muddy stain off your face first.' "

She has other tricks as well. In the shower, Zeta-Jones rubs a mixture of honey and salt all over her body to moisturize and exfoliate ("You come out and your skin is gorgeous"), and she conditions her hair with honey and beer. "I smell like the bottom of a beer barrel for days afterward, but it's very good for the hair," she says. "I'm one of those girls who can really say, 'I can't go out tonight, I'm washing my hair.' "

She balks at one cosmetic effort, though: concealing the 1½-inch-long tracheotomy scar she got as an infant, the result of a virus that hindered her breathing. "Makeup artists are always trying to cover it up, but I don't want to hide it," she says. "I wouldn't be here today if I didn't have this scar."

Although she's playing a Spaniard in Zorro, Zeta-Jones, who now lives in L.A. and claims no steady romance ("I have a few boyfriends"), hopes her blossoming fame will introduce audiences to her homeland's varied looks. "People can't believe I'm from the U.K.," says the 28-year-old actress, who is often mistaken for Asian or Latina. "They're always expecting that English rose thing."