The actress still possesses the mesmerizing allure of the enigmatic girl next door—one whose résumé speaks for itself.

There’s a pivotal scene in Wonder Boys in which Katie Holmes, as precocious coed Hannah Green, tells her professor, a disheveled, joint-packing Michael Douglas, that the novel he’s been writing for seven years is meritless and unfocused and, in essence, so is he. “I remember getting that great chill you get when somebody does exactly what you’d hoped,” says Curtis Hanson (L.A. Confidential), who directed the film. “That halting delivery because she didn’t want to cause him pain, but direct, with those open, honest eyes that she has. That is Katie and Michael going head-to-head.”

Before the wedding in Italy to a guy named Tom, there was Katie Holmes, the actor—an intoxicating mix of wholesomeness and feistiness that sent jocks, professors, and casting directors reeling. Girls wanted to be her friend or at least learn how to approximate her cheekbones. When a 17-year-old Holmes arrived in Hollywood from Toledo, Ohio, her mom would wait outside her auditions, then whisk her daughter off so she wouldn’t dwell on her performance. Not that she had much of a chance to. Holmes’ first outing landed her the role of Libbets Casey, the blue blood object of Tobey Maguire’s affection in Ang Lee’s The Ice Storm. “I didn’t even know what a mark was,” she says, laughing, “or that you had to do the scene over and over from different angles.”

Soon after, she was cast as one of the leads in Dawson’s Creek, playing tomboy Joey Potter, the Veronica to Michelle Williams’ Betty, who secretly pined for Dawson, her boy-next-door best friend. It was her first big paycheck. (She used it to buy a Tocca cardigan at full price, which she still has in her closet.) But she wasn’t content to ride the notoriety into typical American Pie–like fare. She spent every season looking for edgier projects to shoehorn into her hiatus schedule. One of those opportunities was Go, Doug Liman’s (The Bourne Identity) frenetic drug-heist tale. Holmes played Claire Montgomery, Sarah Polley’s nervous-Nellie sidekick. “She was sort of swept up in this world, but you weren’t really sure how she got there, and she wasn’t really sure how she got there. I could relate,” Holmes says. “I always felt that way in high school. ‘I’m really glad they like me, but I know I’m not as cool as they are.’ ”

On family life: “In my own life, my whole world really revolves around family. I do what I need to do, but it’s like, ‘How is everybody else doing?’ And it’s wonderful for me as an actress to put some of that into a character.”

On life as a working mom on the Broadway set of All My Sons: “Suri would sit in my lap in the makeup chair. She’d hand the wig lady the bobby pins.“

On fashion: “I love Alaïa, for sure. Stella McCartney. I like Ralph Lauren because I feel like it’s very American, and I’m pretty all-American, from Ohio. Isabel Marant and a new designer, Sari Gueron.

On the genre of film she loves most: “It can be any genre. I even like vampire movies – they just have to be well done. I want to believe in the characters. The minute it starts to feel not real, I’m not interested.”

Elle:behind the scenes of the November cover shoot

We  traveled the farthest to shoot Katie Holmes in Melbourne, Australia, where our style director, Kate Lanphear, dressed the 31-year-old star with the help of budding fashion editor Suri Cruise. After the crew sat down to make necklaces with the three-year-old from an arts and crafts kit she had brought along, the toddler walked Lanphear through ELLE’s selection of heels and platforms, pointing out pairs her mother already owns. After her tutorial, Lanphear zipped the actress into a ruched peach Fendi knockout, which proves an important point: You don’t have to be a party girl, a pinup, or even single to be a bombshell in Hollywood.