1. STRENGTH TRAINING
Locklear swears by lunges, says a pal, and also works out with free weights.

2. A HEALTHY DIET
To get camera-ready for the upcoming Lifetime movie Flirting with 40, Locklear "was really good about what she was eating: a lot of protein, and she cut sugar out and drank tons of water," her friend says.

3. SKIMPY CLOTHING
Having to film Flirting scenes in a "very small" bikini "was great motivation," says Locklear's pal.

4. A HARD-BODIED BOYFRIEND
At the suggestion of her soap star beau Jack Wagner, 48, Locklear recently added an elliptical machine to her home gym. "Jack uses the elliptical religiously—and look at his body!" the friend says, adding that the actor shuns "fast food and junk." Wagner is also considered a top celebrity golfer, and he and Locklear often hit the links together. "He has been a great influence on Heather," her friend says. "He's really committed to a healthy lifestyle."

WOW!
She's 46