Behind The Scenes With Hilary Swank

At the Marie Claire cover shoot of Hilary Swank

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OUR SUBJECT: Hilary Swank

HER RÉSUMÉ: At age 32, Swank has been in the biz-with a series of first-rate performances-for almost half her life. (Remember The Next Karate Kid? Yup, breakout role-as the Karate Kid, of course.) The two-time Oscar winner wrapped her latest film, P.S., I Love You, on Thursday at 6 a.m., squeezed in a little sleep and a Pilates session, and made it to our shoot Friday by 8 a.m.

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FIRST ORDER OF BUSINESS: A half-regular, half-decaf extra-dry cappuccino, then perusing more than 75 dresses selected by MC Senior Fashion Editor Eric Nicholson. Swank originally had reservations about the Valentino gown, saying it was too "red-carpet formal," but once she put it on, she changed her mind. The photographs were so strong, in fact, we used them as the opening images of our cover story

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BEHIND THE LENS: "I was a sobbing wreck after seeing Hilary in Million Dollar Baby, so when the chance came to work with her, I jumped unconditionally," says photographer Richard Bailey.

SETTING THE MOOD: Swank wanted U2, Beyoncé, and Jamie Foxx to get her moving on the set-a sleek, aluminum backdrop inspired by early Helmut Newton portraits.

IT'S A WRAP: It may have been the end for us, but Swank was far from done. After our 10-hour shoot , she met writer Allison Glock, who interviewed her for the cover story.

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