Continued from page 1

Red Hot Mama

Thursday January 09, 2003 12:00 PM EST

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They'll soon have to make more room around the piano. Zeta-Jones says she first suspected she was pregnant toward the end of filming Intolerable Cruelty, an upcoming comedy with George Clooney that she wrapped in September. "I didn't want to know until I finished it," she says. "The day after, I went to my doctor. I came home and told Michael. He let out a whoop. I never wanted Dylan to be an only child. Because of my amazing relationship with my siblings (brothers David, 35, and Lyndon, 30, who both work for her production company), I couldn't see him being the Little Lord Dylan on his own."

While she filmed 2000's Traffic during her first pregnancy, Zeta-Jones is grateful to have a hiatus this time around. She confesses to breakfasts of bread with Branston pickle -- a British delicacy she calls her sole pregnancy-related craving. ("It's terrible," declares Douglas. He also calls Marmite, another homeland treat his wife devours, "the next most disgusting thing I've ever tasted.") With awards season's red carpets approaching, Zeta-Jones has commissioned gowns from the likes of Valentino and Narciso Rodriguez to accommodate her growing girth. "My energy level is up and down," she says. "If I'm up and moving I'm fine. Sit me in a chair and I'll sleep." But she probably won't wait long to get back to work after the baby's birth (the two haven't yet found out its gender). "Catherine will want to make up for some lost time," says her husband. "So I will probably not work much and be Mr. Mom, which I thoroughly enjoy."

Dylan was just 14 months old when Zeta-Jones started her grueling rehearsals for Chicago. Although Zeta-Jones had a hoofer's credentials -- she performed in musicals on London's West End from age 11 to her early 20s -- "I hadn't danced for years and years," she says. "I couldn't even touch my toes." But she had long coveted the part of murderous nightclub singer Velma Kelly -- a role producers had discussed with Madonna before the project stalled. Then, at a 1998 party at Douglas's Manhattan home, veteran Broadway producer Marty Richards heard his pal's new girlfriend singing at the piano. He would eventually recommend her to Chicago director Rob Marshall. Says Richards: "She has a sexuality that she just can't lose."

Regaining the knack for splits and cartwheels was another matter. "I realized after the first day of rehearsal -- when I couldn't physically walk down the stairs -- that I either had to go for this or go home," she says. "There was no way we could fake it." Not that she wanted to. Zeta-Jones bristled at suggestions she wear her hair long instead of bobbed, says Richards. "She said, 'If you think I'm going to have long hair over my face so anyone is going to think that I'm being doubled and not doing every darn step, you're crazy.' " Douglas remembers Zeta-Jones being "black and blue up and down her thighs" from a dance sequence atop a chair. "She was plopped down with dancers who do this stuff eight times a week, and she rose to the occasion," says associate choreographer Joey Pizzi. "She could have easily gone to doing this show live on Broadway."

PEOPLE.com Photo Gallery: Catherine Zeta-Jones: Rise of a Superstar