"I think there's a natural cycle in a woman's life that is somewhat in tune with her body," says three-time Oscar nominee Debra Winger, 48, who captivated audiences in such '80s megahits as An Officer and a Gentleman and Terms of Endearment before bolting from the spotlight six years ago to raise three boys: Babe, 4, her son with actor-director husband Arliss Howard, 47; Noah, 14 (with ex-husband actor Timothy Hutton); and stepson Sam, also 14. "You look at your life and say, 'Do I want to do the same thing for the second half that I did for the first? I feel different. Maybe I should be different.' "

For some the revelation is swift and painless. After spending 13 years as a favorite of American audiences on such TV shows as General Hospital and Dynasty, Emma Samms, 41, fell in love with psychiatrist and fellow Brit John Holloway, now 43, and promptly relocated to a home in the British countryside, where she cares for their son Cameron, 5, and daughter Bea, 4. Of her sudden desire to take only occasional parts that don't require long absences from home, she says, "There was no agonizing. If I was going to have children, I was going to raise them myself. It's just a matter of priorities." For Bening, 43, however, the initial stirrings of motherhood were more complex. "The first time I lost my desire to work I was scared," the wife of Warren Beatty, who turns 65 on March 30, and mother to Kathlyn, 10, Ben, 7, Isabel, 4, and Ella, 1, told Good Housekeeping in 2000. "I thought, 'Is this going to go away and not come back?' Now I realize there's an ebb and flow."

And fortunately for her -- as well as her fellow A-listers -- an industry that's willing to go with the flow. "These stars have tenacious agents who are able to carve out for them a set that is user-friendly, whether it's extra security or air transportation for the nanny and kids," says Guber. "There is no perk today that is beyond the imaginations of the agents. The only one you can't do is put the baby back in." That was never an issue for Bening. Indeed, what allowed her to pull off her Oscar-nominated portrayal of an ambition-crazed mother in 1999's American Beauty was her ability to be just the opposite offscreen.