When searching for a cover subject to herald our 50 Most Beautiful People in the World each year, we keep our eyes open not only for an extraordinary face but for a star who has captured the imagination of the public and won't let go. For our 12th annual issue we have crowned the magnificent Catherine Zeta-Jones, who, at 31, has been busy making ripples onscreen (in the Oscar-winning Traffic) and off (she wed Hollywood scion Michael Douglas last November). And while she is joined by the likes of George Clooney and Jennifer Lopez, People's list of beauties includes more than just household names. This year, we've created a new category called Fresh Faces.

Some of these 13 budding notables have just hit the big time, such as 20-year-old Columbia University freshman Julia Stiles, whose role in the movie Save the Last Dance prompted a production deal offer from MTV and Paramount. Others have been Working for years and we've only just noticed, like Danish actress Connie Nielsen, 36, who shared her first movie kiss with Jerry Lewis in a French film 16 years before puckering up with Russell Crowe in Gladiator.

But whether they've taken the fast or the slow lane, the passage from obscurity to acclaim has been a heady trip. R&B singer Jill Scott, 29, whose debut album garnered three Grammy nominations this year, caused some commotion when our photo shoot in her childhood neighborhood of North Philadelphia turned into a huge block party. The police were called—but they were as delighted to see Scott as the fans.

Jon Gruden, 37, head coach of football's Oakland Raiders, didn't know what to make of his first magazine photo shoot. "Gruden is definitely a man s man, photographer Eric O'Connell says—which explains why the coach expects his players to tease him about the honor. "I am going to be destroyed," he says.

When CNBC reporter Carl Quintanilla, 30, was told of his inclusion in the Beauties issue, he thought a journalist friend was playing a joke on him. Even after reporter Danielle Dubin convinced him it was for real, Quintanilla was skeptical: "Really? As one of the 50? Not a section in the back or something? Wow." He knew that his mom would be excited too. So he has kept mum, and when nurse Georgia Koch, 55, opens this issue in Denver, she'll be shocked to find her son's photo inside. Quintanilla suspects the general response will be, "People really messed up!"

Take a look at our Fresh Faces and we know you'll agree they deserve their titles.