Cruz, having long played romantic foil to leading men like Matt Damon (All The Pretty Horses), Nic Cage (Captain Corelli’s Mandolin) and Cruise (Vanilla Sky), will finally get a chance to play more than just sexy on screen. "Everybody is really weird -- my character talks to herself," Cruz says. "I’ve never seen anything like this movie, and I’ve never done anything like it." For the role, she’s ramping up into intensive, five-hour a day English lessons to – sadly -- drop her Castillian-inflected accent. "Your mouth just has to work in a totally different way," she says.

Cruz’s acting has often had to compete with her notoriety. One gossip column tagged Cruz a "homewrecker" for the resilient rumors linking her to Damon, who split from his then-girlfriend Winona Rider after the wrap of Horses, and Cage, who left his wife Patricia Arquette during the Mediterranean shoot of the World War II drama. Cruz vociferously denies the stories. "These tabloid writers need to stick to the truth, but they don’t," she says. Then last spring, Cruise divorced his wife of ten years, Nicole Kidman, while filming Vanilla Sky opposite Cruz. By July, Cruise and Cruz were dating publicly, whooping it up at his thirty-ninth birthday bash in a Santa Monica club. As for as the scuttlebutt that their relationship is on the skids, Cruz rolls her eyes. "The same place that has the story that we’ve broken up has the story that I’m pregnant and that I’m married," she says. "I’m happy in my relationship." She’s diplomatically coy about details, but the two recently charmed crowds in Washington D.C. for the opening of the IMAX film Space Station 3D at the Smithsonian which Cruise narrated.

But the gossip-mongers are only picking up on her undeniable magnetism and sex appeal. Even directors confess to being struck blind by her beauty. Stephen Frears (Hi-Lo Country) said, "I looked at her tape and there was Venus." Cameron Crowe (Vanilla Sky) gushed, "She has the ability to create fire with any object or moving thing." In Spain, where she has made over 20 films including foreign-film Oscar winners Belle Epoque and All About My Mother, Cruz a star of such magnitude that 100 photographers follow her around. It’s been that way since her breakout performance at 17 in the incendiary Jamon, Jamon from 1990.

She’s eschewed sexual roles since then, opting instead – predictably, some critics say -- toward the overly-sincere, good girl. But with No News From God, a Spanish film shot in 2000 and set for a fall release stateside, she finally gets to play a rebel. In it, Cruz plays a bad angel dueling with a good angel for the soul of a boxer. Heaven is Paris and hell is an American office building. She wanted to do the bad girl -- or at least semi-bad girl," says director Agustin Diaz Yanes. The media glare made production tricky. Yanes had to cover her with a jacket to dupe the paparazzi. "It’s almost impossible for her to come back to Spain," says Yanes. "She has to live a bit like a prisoner."

Cruz increasing appreciates being able to skirt the spotlight. "I need to feel like I’m the one observing instead of the one being observed," she tells me and hands me a documentary that she made to prove it. It follows the work of the Sabera Foundation, a two-year old nonprofit that has rescued 102 homeless girls off the streets of Calcutta, for which she is a spokesperson. "I’ve seen babies this big" she says, making a foot-wide space on the table, "thrown into the street. The amount of suffering they see in their lives is unbearable." She tells me that her work for the Madrid-based Sabera -- making fundraising phone calls every day, donating her celebrity halo -- is "becoming as important as my other job."

She returns to Spain every two months to help out, visit her family (whom she calls everyday), shoot films, and, of course, to shop. True to her roots, Cruz is a big fan of flamenco and seeks out vibrant, frilly southern-Spanish dresses by Iberrian designers Victoria and Luccino that capture it. It’s a love as much for the culture as the couture. "The people in the South work really hard," she says, "but they always have time to do a sobremesa -- a long dinner and long conversation, stories and singing."

Likewise, Cruz keeps her fashion statements simple. Cruz wears jeans "everyday" and can’t remember which designer made her black, impossibly sheer peasant top or what it’s made of. "I’m just not good at describing clothes," she says. "It’s all about what’s comfortable." On these pages, her favorite item is the silk, crepe frills of the classic, white Valentino dress. "I love it. It’s a little bit 50s or 60s, and you can wear it at night but it’s very comfy," she says. And it’s a look that allows her natural incandescence to shine through. Her friend and Spanish auteur Pedro Almodóvar said, "the best Penelope is the one with almost no makeup, in a little T-shirt and jeans – I’d love to see her playing a completely ordinary housewife." Jeans? Always. Ordinary? Never.