WAS AMONG LAST YEAR'S HIGHEST-GROSSING MOVIES, BUT while filming in British Columbia, the crew had to figure out how to make Ashley Judd—whose character spends six years behind bars—appear a little more, well, gross, During the jailhouse scenes, "she looked so beautiful, I said to the crew, 'Guys, c'mon, she's in prison! We've got to stop with the makeup,' " recalls producer Leonard Goldberg. "And they went, 'We'd like to take it off, but she's not wearing any!" ' Explains Judd's makeup artist and friend Ashlee Petersen: "It was a challenge to tone down her amazing eyebrows, full, rosebud mouth and beautiful eyes that are of a whole other era." Judd's classic movie-star looks also impressed Valentino, the fashion designer whose Paris salon Judd recently visited. "She's elegant and sophisticated," he says. "As I was walking toward her I saw a resemblance to Lana Turner." But Judd, 32, also knows how to climb off that pedestal and come down to earth. In this month's Where the Heart Is
, costarring Natalie Portman
, she portrays a quick-witted Oklahoma mom and "needed to look like the rest of us," says the film's producer Susan Cartsonis. "Ashley is funny, warm, sexy and sensual, and from the moment I met her it was like she was in character." Judd herself was reared in Kentucky, Tennessee and California while mom Naomi, 54, and sister Wynonna, 35, struggled to become the country-music superstars they are now. "I see a lot of her mom in Ashley, her eyes and mouth the most," says her stepfather Larry Strickland, Naomi's husband since 1989. To him, "Ashley has always been gorgeous. And she's so well-rounded it's kind of scary," A 1990 graduate of the University of Kentucky (where she majored in French), the 57" Judd reads voraciously and spends her downtime with Scottish race-car driver beau Dario Franchitti, 26. She also goes for walks in the woods near the farmhouse she keeps just down the road from Naomi's spread on the family's 1,000-acre homestead outside Nashville, "When she's here, it's no makeup," says Strickland, "She doesn't care about her hair, she wears comfortable clothes." And though Judd is known as the master of the made-from-scratch birthday cake, on sets she guzzles mineral water ("By the end of a shooting day, she'd have gone through 12 bottles," reports Goldberg) and goes running, "She's always on the go," Strickland says. "Ashley enjoys life, every second of her life," adds Cartsonis, "She's a force of nature."