Emma Thompson, 43
After a devastating 1997 miscarriage, Thompson put her film career on hold to conceive with actor beau Greg Wise, The effort paid off: In December 1999, at 40, she gave birth to her first child, Gaia. Acting, meanwhile, has taken a backseat. "I test myself by saying, 'When I'm on my deathbed, will I regret not having taken this or that job?' " she told London's You magazine last year. "It's very rare that the answer is 'Yes.' "

Christie Brinkley, 48
The former cover girl was 31 when she had Alexa Ray (her daughter with Billy Joel) and 41 when she gave birth to Jack (her son with real estate developer Rick Taubman), but both pregnancies were blissfully simple compared with the struggle she and her fourth husband, architect Peter Cook, 42, endured to deliver a third child. Brinkley had three miscarriages (one of them after IVF treatment) before giving birth in 1998 to daughter Sailor Lee (with Jack and Brinkley in Orlando last month). Still, motherhood after 40 doesn't scare her. "It inspires me to take good care of myself," she says.

Iman, 46
When the former model was trying for a baby with husband David Bowie, 55, "It never occurred to me that I might have left it too late," she told Sydney's Sunday Telegraph in 2001. Sure enough, after two failed IVF attempts, Iman became pregnant naturally with daughter Alexandria Zahra Jones (left, in 2002), now 20 months, "It's like a second chance," says Iman, whose daughter Zulekha (with ex Spencer Haywood) is 23.

Madonna, 43
Five days before turning 42, Madonna gave birth to Rocco, her son with her director husband, Guy Ritchie, 33. Caring for the 20-month-old (in Manhattan in August) and Lourdes (her daughter with Carlos Leon), 5, "gives you all kinds of solace and security," she said in 2001, "It's also incredibly exhausting."

Adrienne Barbeau, 56
At 56, the former Maude star says she's not too old to be the mother of a 5-year-old. The only problem is she has two: identical twins Walker and William. "They're little devils," says Barbeau (at home in '98), married for 10 years to TV writer Billy Van Zandt, 44. But she says she has no regrets: "If I walk in the door, and one of them comes running and says, 'Mommy, you're home!' everything else pales in comparison."

Adrienne Barbeau, 41
When Pollan and husband Michael J. Fox had Sam (in New York City April 14) in 1989, "we didn't know what we were doing," she told O magazine last month. Twins Aquinnah and Schuyler, 7, were "overwhelming" too, but with 5-month-old Esme, "I'm enjoying every second...it's so fun."

Kim Basinger, 48
Since giving birth to Ireland, her daughter with estranged husband Alec Baldwin, 44, in 1995, Basinger has reprioritized, says the actress's father, Don, 78. "She realizes there's more to life than a career." Indeed, Basinger (with Ireland at a Pasadena pet show in 2001) told INSTYLE in 1998 that having a child "is the greatest thing I'll ever do."