Michelle Pfeiffer is the ultimate Hollywood beauty. But the 42-year-old star of Bob Zemeckis thriller 'What Lies Beneath' downplays her stunning looks off the screen. The star arrives to publicize her new film, in which she plays a woman whose seemingly ideal marriage is literally haunted by her husband's betrayal, wearing horn-rimmed glasses and a shapeless sweater. And the once-ambitious three-times Oscar-nominated star of hits like 'Batman Returns', 'The Witches of Eastwick' and 'The Fabulous Baker Boys' no longer seems that interested in her career. Married to television producer David E. Kelly and the mother of two children, Claudia Rose, 7, and John Henry, 6, Michelle puts her family first. Although she describes herself as shy, these days the $10 million per picture star happily chats about her family, her marriage, aging in Hollywood and her beauty secrets.

Q: Do you see yourself as a big Hollywood star?
A: No. Privately I'm just another harried hausfrau. At home I shuffle around in my slippers. I even go to the movies without being bothered too much. When I told Robert Redford that, he was really jealous of that freedom.

Q: 'What Lies Beneath' is your first ever thriller. Did you pick the role with box-office in mind?
A: No, I don't concern myself with what's commercial because I have no idea what will be successful. I loved The Sum of Us and I don't understand why it wasn't successful. So, Im just picking things I like. I think really great movies are first very entertaining and then you hope that the audience go away with maybe a way of looking at something that you hadn't looked at in awhile.

Q: Was 'What Lies Beneath' a fun film to work on?
A: Yes, I had so much fun working with Bob Zemeckis. He made me feel safe and in good hands, so I felt relaxed and had a good time.

Q: Did you know Harrison Ford from before?
A: No, we had never met. He has even more presence off-screen than on and that was a little alarming to me initially. Filming the underwater scenes meant up to 14 hours a day in a huge tank. I don't like water and I don't like being cold, and I'm also a little claustrophobic, so spending weeks like that was tough. I was always worrying that Id panic while holding my breath underwater.

Q: What is the film about?
A: Its about a woman who begins to suspect her husband has had an affair with someone, and that this person killed herself and has come back to haunt them. It's about what lies beneath this seemingly perfect relationship.

Q: A few years back there were rumours that your husband of six years, David E. Kelly, who writes and produces the TV series Ally McBeal and The Practice, was leaving you for Alley McBeal actress Calista Flockhart. How did you feel about such gossip?
A: I was deeply hurt and angry. My kids go to school and hear about these reports, and there was absolutely no reason for inventing this story. Calista and I are friends (they co-starred in last years film adaptation of 'Shakespeare's A Midsummer Nights Dream'). And David and I are very happy together.

Q: With two high-maintenance careers under the same roof, how do you and David get time together? A: We spend a lot of time together, mostly as a family. He doesn't work as much as people think. He gets home at six or seven.

Q: Are you an admirer of his work?
A: I admire him enormously. He has integrity and dignity. He really cares a lot about the quality and integrity of the shows. He puts a lot into them. I love going to the TV award shows with him and seeing him be rewarded for his hard work. Its always been fun being Mrs. David Kelly.

Q: Do you consult him when you pick your roles?
A: Only if I'm in doubt. Then I might ask him to read something. He didn't read the script for What Lies Beneath.

Q: Did your children go on location with you?
A: When I make movies, I insist on not being away from home for longer than three weeks at the time. That way, if the kids can come in the middle, I'm never away from them more than five days. They made two trips to visit me in Vermont and Lake Champlin (where the haunted house in 'What Lies Beneath' was built). Interiors were filmed in Los Angeles, where I live. There I made sure I was back home in time for dinner.

Q: You're one of Hollywood's most beautiful actresses. Did turning 40 scare you?
A: Turning 39 was worse. The anticipation! Then you spend the next year agonizing over it and then when it comes, you're over it. I really haven't worried much about my age since I became a parent, and maybe I should (laughs). There are days I think I look good and there are times I think I've lost it.

Q: Hollywood isn't known for being kind to actresses over 40. Does this worry you?
A: I haven't felt it yet. Its something I have to look forward to. Isn't that nice?

Q: This is the first time you play the mother of a teenager in college.
A: I figured my daughter in 'What Lies Beneath' went away to college really quickly, in the first ten minutes of the film, so maybe nobody would remember that part of it (laughs).

Q: What is the biggest change in getting older?
A: That I find myself talking more to friends about getting older. When you were young and went through bad times, you told yourself, this will pass. And you were right. You got better and had a new life again. After I lost my father to cancer, things are final in a way that they weren't when you were younger.

Q: You hardly seem to put on make-up these days.
A: I don't like a lot of colour on my face. And usually I don't have the energy or the time to do it.

Q: What has been the best period of your life?
A: I think the last six years have been the best time of my life. People used to tell me Your 30s will be the greatest time. So far I'm two years into my 40s, and the greatest time hasn't ended yet.

Q: Has your beauty hindered you in being taken seriously as an actress?
A: I've struggled with being typecast. I've fought a long battle to prove that I can be more than a decoration. Frankie and Johnny was the first movie that gave me an opportunity to go beyond the boundaries people had put up for me.

Q: How do you take care of yourself?
A: Ten years ago I did nothing beauty-wise. I smoked cigarettes, ate whatever I wanted and used soap on my face. Today, I use sunscreen and it takes longer to go to bed and get out of the house. But all I care about is that I m able to age gracefully and I don't ever look like a wax figure of myself.

Q: What are your weaknesses, food-wise?
A: Popcorn and peanut M&Ms. David and I have date nights when we go out to the movies. It's one of my favourite things to do. And then I always get my popcorn, my Coke and my peanut M&Ms.

Q: So you're not a health freak?
A: Normally I'm following a low-fat diet. No wheat, dairy and sugar. And I try to run four to six miles a day. I feel healthier than ever but I allow myself the pleasure of pigging out occasionally.

Q: How do you think people perceive you?
A: As very serious and cold. That's how I was in Scarface (her 1983 breakthrough role) and first impressions stick. Also, my discomfort and shyness comes across as being cold, when I'm not feeling safe. What things irritate you about what's written about you? When the media refers to my daughter as adopted. People just don't think. Most people don't stop to realize that if a child hears over and over that she is adopted, it leaves her with some feeling that she is different. But she really isn't. Claudia Rose came into my life when she was an infant, and I instantly felt it was just right.

Q: Are you concerned about your children growing up in Hollywood?
A: We try to create as much normalcy for them as possible. But, ultimately, kids are going to have to overcome their childhoods in one way or another - whether its overcoming poverty or being abused or that you've been indulged. One of the crosses that they're going to have to bear is that they have famous parents. And that will be a challenge in their lives.

Q: Has becoming a mother had any impact on you as an actress?
A: Yes. It has made my work more flawed but less predictable. I'm gentler on myself. I don't expect perfection anymore. As a mother, you get used to not reach for that.

Q: You are a self-admitted perfectionist.
A: I'm a perfectionist. But you can't perfect either acting or being a mother. To do what I do is actually a perfectionists worst nightmare because there can never, ever, be any relief. I'm kinder on myself these days, so I'm much more fun than I used to be. What don't you like about yourself? I am sometimes too frank. I think honesty is good, but sometimes I don't do it in the best way. I spoke even more before I think when I was younger.

Q: You have always lived moderately.
A: I've got friends, who, when they became famous, bought houses and cars, but I never went for that. I moved into a more private place and upped my security.

Q: What do you like to do in your spare time?
A: I like to draw, paint - oils and portraits - and I sculpt a little. I can really get lost in those solitary things.

Q: In addition to your successful acting career, you have produced many of your own films ('Dangerous Minds', 'One Fine Day', 'The Deep End of the Ocean'). But you have closed down your production company.
A: It was too much work. I have two children and a husband. And I'm not so driven these days. Since I have a body of work, I'm no longer afraid that job offers suddenly will disappear.

Q: Do you ever think of retiring from the screen?
A: No, I don't think Ill ever retire. I've been working since I was 14 and will always be a working person. It's part of who I am and what makes me happy. It makes me a better mother, but its hard to strike that balance every day. But I will do less because now I love not working. Every other day I come to work and say, I'm going to retire! Of course, I don't really mean it, but because of it there are so many stories swirling around about my plans to retire!

Q: So, no actor turned director in you?
A: As an actress your career has a time limit and Id love to direct, but with the kids being so small its out of the question - for now. Directing is all consuming. I would have to wait until the kids are older, but I look forward to yet another challenge.

Q: You have often said that you don't you like being interviewed. Why?
A: I don't like to be probed into. As an actress, my job is to observe people, not to be studied. Instinctively I try to keep any conversation off myself. One of the things my husband and I have in common is that we have an equal desire for privacy. Were pretty well matched.

Q: And finally, what is your fantasy?
A: I don't have one fantasy. I have many. Mine is probably being home, on an island, on a beach with no jellyfish and no people.