Behind The Scenes With Hilary Swank

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.

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

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.