Seven years ago Paulina Porizkova was looking at herself in the mirror when "it struck me: My face was no longer immaculate," she recalls. "All of a sudden it was crinkled up a bit—I was like, Whoa. I suffered over that for weeks!" Today the former supermodel may not have learned to love her lines, but she has at least come to accept them. "I consider Botox all the time," she admits, "but I see the wrinkles and the sag and think, Not bad for 42."

She's not as forgiving as the new judge on America's Next Top Model, where she has taken Twiggy's seat alongside Tyra Banks. In her very first episode, for example, Porizkova compares one of the competitors to a transvestite. "Paulina's as argumentative and opinionated as she is beautiful," notes fellow judge Nigel Barker. Porizkova, however, says she's helping the contestants with her bluntness. "If they really want to be models," she says, "they will hear much worse."

She certainly did. Though a two-time SPORTS ILLUSTRATED swimsuit cover girl, "I have been criticized from my eyeballs to my toes," says the size-2 beauty, who was once asked to consider liposuction on her thighs and developed a complex about her "cherub knees." ("It's when you stand straight and you can see a pudgy angel face in your kneecap," she explains.) Now, though, when she looks at old photos, "I'm like, Damn! That's a fabulous body. I can't believe that belonged to me," she says.

Actually, the 5'11" Porizkova weighs only 2 lbs. more than when she modeled. But she says that after having her sons—Jonathan, 14, and Oliver, 9—with her husband of 18 years, the Cars' frontman Ric Ocasek, 58, "my boobs went bye-bye" (from a B cup to an A), and her waist expanded from 23 to 26 inches. An even more dramatic change? Having to work out to maintain what she's got. "I had never been a person to go to the gym," admits Porizkova, but she now exercises five times a week. "I don't have 'heavy clothes' and 'light clothes,'" she says, "so if I eat cookies and don't go to the gym, I won't fit into my pants!"

And she likes her cookies: Many a Saturday afternoon she can be found curled up with a batch of oatmeal raisin as she watches hours of reality TV at the family's Manhattan home. Her guilty pleasure? Rock of Love. "My husband is like, 'How can you watch this?' I'm like, 'How can you not?'"

Despite their differences (she lives in sweats; he wears velvet pants to write music in the basement), "Ric is the most loving husband," says Porizkova, adding that they try for a weekly date night. "We just go out to dinner and talk about books," she says. "And we discuss politics a lot, because he's totally Obama and I'm totally Hillary!" As for quality time with her sons, Porizkova says it's usually spent playing video games—because she's still a kid at heart. "I play World of Warcraft," she says proudly. "I'm a nerd's dream!"

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A Look Back at Her Body
1985 "I would have paid a year's salary for curvy hips," says Porizkova (on her second SI cover).

1993 During her first pregnancy, "I gained 50 lbs. I was a truck. I got cellulite—and it's there to stay!"

2007 After being voted off first on Dancing with the Stars, she consoled herself with caramels "and gained 8 lbs. in one week!"