DEMPSEY: NOT FASTER THAN FRANKIE
Patrick Dempsey plays a doctor on ABC's Grey's Anatomy, but off-set he's hoping one hobby won't send him to the hospital any time soon. "I know it can be dangerous, but I love racing [cars]," says the actor, 39. "I worry my wife [Jillian Fink], but she knows it's important to me." Sometimes, though, his need for speed causes more embarrassment than excitement. "I just raced in Long Beach, and I'm severely depressed that Frankie Muniz beat me. He's, like, 19. I'm seeking therapy to overcome the loss."

CRYER OFFERS CHARLIE HIS CRIB
After hearing that his Two and a Half Men costar Charlie Sheen was splitting from Denise Richards, Jon Cryer offered to return a favor. "When Charlie heard about my divorce [from actress Sarah Trigger], he offered to let me live with him and Denise," says Cryer,40. "So when things going badly for Charlie, I said, 'Dude stay with me.' " Sheen declined, but Cryer says he would've fit right in. "My [4-year-old] son is also named Charlie, and he's only here three days a week. I thought, Perfect—Charlie already has a bunk bed with his name on it!"

PARIS IS BURNING...FOR MOTHERHOOD!
Now that she's fallen head over stilettos in love with Paris Latsis, the Greek shipping heir she's been dating since December, Paris Hilton admits she's ready for two big M words. "We live together and I'm very in love—he's the one. We're very close [to being engaged]," says Hilton, 24. "I want to have kids in the next two years, because I know that completes your life. I think having kids will make me happier than I already am. And I [already] treat my three puppies like kids."

PHILLIPPE TO DILLON: DON A DISGUISE
Reese Witherspoon and Ryan Phillippe's ongoing troubles with paparazzi taught the actor a lesson that proved handy while he and Matt Dillon were researching their roles as Los Angeles police officers for the drama Crash. "A lieutenant took us around Hollywood in a squad car, and I sat in the front with a baseball cap on. I always wear one because I'm paranoid all the time that people are following Reese and me," says Phillippe, 30. "But Matt didn't wear a hat, and he sat in the back." Phillippe's hackles were up for good reason. "We pull up at a stoplight, and some kid looks over and sees Matt back there," says Phillippe. "He starts calling all his friends immediately, going, 'Matt Dillon's getting arrested!' He followed us for three blocks. It was the funniest moment. I was like, 'You should've worn a hat, dude.' "