05/08/2000 at 01:00 AM EDT
WHEN MICHAEL DOUGLAS PROPOSED TO CATHERINE ZETA-JONES
on New Year's Eve, he got a package deal. "In my closets in New York I have laid out sets of dresses, shoes, bags and cosmetics," says Zeta-Jones, 30. "So instead of carrying everything when I travel, I can have these little emergency packs FedExed to me." It's hard to imagine Zeta-Jones having a beauty emergency. "She'll come to the set without any makeup, and you look at her and say, 'Let's just shoot. She doesn't need makeup,' " says Bruce Dem, her costar in last year's The Haunting
. Dern wasn't the only one looking. "When she was doing a scene, twice as many people showed up on the set to watch," says the film's director, Jan de Bont. "That's always a good indication there's something there." The middle of three children of Dai, a former candy-company executive, and homemaker mother Pat, Zeta-Jones grew up in Swansea, Wales, and made her stage debut in the London production of Annie
at 11. Though she became a star on British TV in 1991, it was her breakout performance in '98's The Mask of Zorro
that brought international recognition. At the American Film Festival in France that year, Zeta-Jones met Douglas, 55, who, she recently told Barbara Walters, promptly declared, "I want to father your children." He's getting his wish—the couple expect a baby in August—and Zeta-Jones, who is now filming her scenes as the pregnant wife of a drug dealer in Traffic
, due in December, couldn't be happier. "I quite love being pregnant," she says. But the joy comes at a price; The 5'8" actress copes with her shifting shape by rubbing on countless creams "that tell me I'm not going to get stretch marks." She's even more profligate with makeup. "I like to buy cosmetics," says Zeta-Jones. "I have half-empty bottles everywhere. My father once & said, 'Aren't you interested in getting a makeup campaign? You'd save millions.' "