Most people know Claire Forlani from her star turn in 1998's Meet Joe Black, where she was the object of Brad Pitt's otherworldly affections. But the 27-year-old has been charming the living for nearly a decade. Having survived early cinematic punchlines like Mallrats and Police Academy 7: Mission to Moscow, the British-bred actress has quietly illuminated several independent pictures, playing a series of damaged, dishelved girlfriends and waitresses: a graffiti artist's neglected lover in Basquiat; deranged muse to a beat poet in The Last Time I Committed Suicide; blowsy blonde hash-slinger in Mystery Men.

This summer, Forlani continues to fuse mainstream appeal and an indie edge, starring opposite Freddie Prinze, Jr. in the frothy teen comedy Boys and Girls, and with the German actor Til Schweiger in the offbeat Magicians.

It's been a long trek out of the mall, as she is often reminded. "Even now, these teenage boys sidle up to me looking kind of cool and say, 'You're the Mallrats girl, right?' Then they don't say anything because they're so star-struck," Forlani said. "I just want all those boys out there to know, I love you all."

Michael Martin

Claire Forlani says, "The surest thing about me is that I will change my mind."

MOSTLY, CLAIRE, who may have been the only good thing about Meet Joe Black, has hovered in the politesse of Earl Grey, with the grace of a Vermeer and the suggestiveness of a Jane Austen character slowly slipping off a glove. Often when she speaks, the influence of her British mum sneaks out in the use of words like decorum and stodgy. What surprises, then, is the appearance of the actress's unpredictable Mediterranean side, her Italian father's side -- the side we see in Boys and Girls, which is in theaters now. Her laugh turns hearty, her hair begs a little tousling, and decorum is left behind. It was in one of these moments that she accepted the role in the recently released Into My Heart:

"I was like, No way would I play an adulteress, I abhor that -- I think it's immoral. And then a year later, I'm like, Wait I really want to do that. I am an unpredictable journey."

HOLLYWOOD -- Two years ago Claire Forlani was on the edge of stardom. She had won the female lead in Meet Joe Black opposite Brad Pitt, who was at the height of his sex-god period. Her face was on the cover of Vanity Fair, along with 10 other hot young actors, including Cate Blanchett, Natalie Portman, Tobey Maguire and Joaquin Phoenix.

But then Meet Joe Black failed at the box office, and she took nearly two years off to attend her terminally ill mother. In the interim, such beautiful new faces as Angelina Jolie and Mena Suvari suddenly appeared and won roles Forlani might have gotten.

Hollywood may have a short memory, but Forlani, who is as beautiful and slender as the young Audrey Hepburn, isn't about to let anyone forget her. She has two new films. Boys and Girls, a romantic comedy starring Freddie Prinze Jr., opened this weekend. And later this year comes the thriller Anti-Trust, with Tim Robbins and Ryan Phillippe. In the first, she plays a college student afraid of commitment. And in the second, she's the opposite -- a strong, mature woman.

"I related to both characters," says Forlani, who looks younger and more vulnerable in person than she does onscreen. She is 27, but depending on how she's dressed, she can play anywhere from 20 to 40. To talk about Boys and Girls, she's appropriately girlish in white hiphuggers, red sandals and a long-sleeved red sweater by Katayone Adeli.

"When I read the script, I laughed out loud more times than I had with any other script," Forlani says of the tale of two friends searching for romance, not realizing it's right in front of them. "And I fell in love with my character, Jennifer."

"I very much remember my teens as being big highs and big lows. It was a hormonally up-and-down experience. I felt everything, and my character Jennifer feels everything. At that age, you don't have the experience to draw on yet. What does sex do to a relationship? You don't have those answers."

Forlani has had a number of boyfriends, including John Cusack. She was briefly, and, she insists, inaccurately linked with Pitt during his breakup with Gwyneth Paltrow while they were filming Meet Joe Black.

"That rumor is pretty much done, I think," she says with her fingers crossed.

As for her film romance with the younger Prinze, 24, she adds with a deliciously dirty laugh, "I think Freddie is very sexy, absolutely. I just love men. (More laughter.) I loved getting to live this experience without letting the consequences affect my own life."

"Commitment? It's a terrifying thing! Ay-ay-ay! But I truly believe in it. There's a higher form of happiness in commitment. I'm counting on it."

As in the plot of Boys and Girls, Forlani is still looking. "Yes, I'm single," she says reluctantly, then adds with a gleeful giggle: "I encourage all men to try. Don't be afraid!"

Forlani's high cheekbones and classy British accent could scare men off. And she herself acknowledges, "When I was younger, I think I intimidated people much more because I was far more insecure. The older I get, the more relaxed I am. Americans are far more relaxed."

Forlani, who has an Italian father and English mother, grew up in Twickenham, a London suburb, determined to be an actress. At 11, she enrolled in London's Arts Educational School. "I begged and pleaded to go," she says. "I'm lucky I had parents willing to be open and believe that an 11-year-old might know what she wanted to do. Or maybe they thought I'd find out that's what I didn't want to do."

She never changed her mind. "The imaginary world has always been the most fun place for me to be," Forlani says, "either in front of a movie screen or playing some fantasy game."

"I never knew where this acting gene came from, but when my mother got sick this unbelievable side came out of her that I'd never seen before. She was truly theatrical. Before, she was very demure, and 'embarrassed' was one of her favorite words."

"It was almost like time was running out, and she wanted to cut loose, and this actress appeared. I had my mouth hanging open for almost a year and a half as I watched my mother be absolutely hysterical, sing and be dramatic. She was tremendous, and then it all made sense. 'Who knew?' I said to her. 'I got it from you.'"

After graduation, Forlani appeared on several episodes of the British TV show Press Gang. But her career didn't really start to prosper until she moved to Hollywood in 1993. "I'd come out to Los Angeles for a vacation to see a friend and just fell in love with it," she says. "Then two months later, my parents told me they were moving to California because of my father's business."

After several years of auditioning, Forlani began getting small roles in such films as Mallrats and The Rock. Meet Joe Black director Martin Brest noticed her in Basquiat and insisted on hiring her.

Few Americans realize Forlani is British because she always played Americans.

"It's not a strategy," she says. "I don't know why that's happened. I'd be quite excited to play somebody British. I love accents."

WITH LEADING MEN LIKE BRAD PITT ON HER RESUME, ACTRESS CLAIRE FORLANI TAKES A BACKSEAT TO NOBODY. THIS MONTH SHE PAIRS UP WITH FREDDIE PRINZE JR. IN BOYS AND GIRLS. HERE'S A HOLLYWOOD DRIVE-BY OF HER HAIR AND BEAUTY SECRETS.

She may be a movie star, but when actress Claire Forlani met Brad Pitt for the first time in 1997, she reacted the way any woman would: She got nervous. "I ran five miles through Central Park beforehand just to burn off all my nervous energy and keep me from being a complete wreck," laughs the lucky 27-year-old British beauty, who costarred with Pitt in 1998's Meet Joe Black. In fact, Forlani, who has since been romantically linked to Ben Stiller and John Cusack, caused a tabloid kafuffle when she showed up at a paparazzi-packed event with Pitt while he was still engaged to Gwyneth Paltrow. But Forlani denies rumors of any extracurricular activity. "He's just a friend -- a wonderful person," she says.

Maybe she never imagined becoming pals with Pitt, but Forlani, who studied acting in London before moving with her family to San Francisco in 1993, always knew that she wanted to be an actor. It wasn't long before shelanded a part in the 1994 comedy Police Academy 7: Mission to Moscow, followed by 1995's Mallrats, 1996's Basquiat and The Rock, and last summer's superhero spoof Mystery Men. Now Hollywood can't get enough of the actress, who's blessed with a CinemaScope smile and the kind of sock-melting British accent that could make the Yellow Pages sound sexy. She just finished shooting the upcoming thriller Antitrust with Tim Robbins, and she costars with Freddie Prinze Jr. in this month's Boys and Girls. "The characters Freddie and I play are total opposites," says Forlani of the plotline, which follows a contentious couple who find their differences drawing them together. "Freddie's character is uptight," she adds, "but I play a free spirit." Not much of a stretch for the easygoing actress, who says her favorite pastime is gambling. "I love Vegas!" she confesses. "It's my Zen retreat, the one place I feel most relaxed -- other than my bed."

BACKSEAT BEAUTY
To get Forlani's golden girl look, at right, L.A. makeup artist Scott Eddo smoothed sheer foundation, Chanel Liquid Makeup in natural beige, $50, 800-723-2889, over her face. Or try Neutrogena Healthy Skin Liquid Makeup in softest gold, $11.75. Eddo then swept golden-brown shadow over her lids, from lash line to crease. Try suntan from Cover Girl Professional Eye Enhancers in shades of suede, $4.50, at drugstores. Blouse and skirt, Versace.

"My trick to looking rested when I'm really exhausted? Cover-up Stick. It always, always works!"

Since she often get's up at 5 A.M. to face the camera's Forlani can't live without Clinque Concealing Stick, $12.50, www.clinque.com (she swears it erases under-eye circles instantly).

To keep her sleep-deprived skin looking fresh, she depends on Uvavita's Day Moisturizing Cream, $55, and Night Nourishing Cream, $56, www.sephora.com.

This Page: Dress, Narciso Rodriguez. Opposite Page: Dress, Calvin Klein; Diamonds By The Yard by Elsa Peretti for Tiffany & Co. See Go Shopping for more information.

Editor: Michelle Maguire; Hair: Serena Radaelli at Cloutier for Graham Webb; Makeup: Scott Eddo; Manicure: Marsha Bialo for Cloutier.

Convertible control: Driving around with the top down doesn't have to leave your hair and makeup looking blown to bits. how do you detour around the wind-whiplashed look? "Switch to waterproof mascara or it will smudge and run when the wind makes your eyes water," warns makeup artist Eddo.

Forlani's favorite: Lancome Eternicils in black, $19, 800-526-2663. For a windproof finish that won't crack or cake, avoid layering powder over foundation. And don't even think of getting behind the wheel while wearing gooey lipstick or gloss. "Your hair will get stuck in it," Eddo explains. Of course, pulling all of your hair back and putting it in a ponytail will keep the gusts from mussing it up, "but there's something wildly sexy about hair that's free and flying in the wind," says Laurent D. of New York City's Prive Salon. To prevent knots and tangles while your locks are blowing in the breeze, rub a few drops of leave-in conditioner or silicone oil between your palms and run them over the ends to make hair slippery and less likely to snag.

Try Aussie Smoothy Gloss, $5.49, at drugstores.

If a 20-year winning streak is considered a long run in fashion circles, in Hollywood it's an eternity. Stars are made and fade away, and Oscars are passed quickly from one winner to the next with little more than a sidelong glance. The one constant seems to be a love affair with Giorgio Armani, who celebrates 25 years in business this year. Actresses from Glenn Close and Michelle Pfeiffer to Jodie Foster have had the style sense to dress up in Armani, precisely because his designs lack gimmicks, while lending elegance and sexiness to all occasions. In honour of his anniversary, ELLE asked some of the newest leading ladies to pose for our cameras and to expound upon Armani's lasting magic.

Claire Forlani
Age: 27
Home town: London, England
Film credits: Mystery Men; Meet Joe Black; The Last Time I Committed Suicide; Basquiat; The Rock; Mallrats.
Upcoming projects: Anti-Trust and Boys and Girls
Sound bite: "Armani's clothes are beautiful and modern and I love him."

What: A charity benefit to acknowledge E! Online's "Sizzlin' Sixteen" selections for 2000. The party, hosted by Andy Dick, will benefit Andrew Shue's Do Something* charity, and will feature a performance by Epic/Sony recording artist Macy Gray, recently nominated for a Grammy for Best New Artist of the Year.

When: Tuesday, January 11
7 PM (celebrity arrival time) to 11 PM
cocktails and appetizers (casual attire)

Where: Key Club, 9039 Sunset Boulevard, West Hollywood

Why: At the end of each year the E! Online editorial staff predicts who the hot up-and-comers will be for the next year. Past "Sizzlers" have included: Heather Graham, Ben Affleck, Jennifer Love Hewitt, Lucy Liu, Natalie Portman, LeeLee Sobieski, Omar Epps & Katie Holmes. This party celebrates E! Online's "Sizzlin' Sixteen" choices for 2000.

Expected: Confirmed guests include Andrew Shue, Joely Fisher, Jake Busey, Drew Barrymore, Rachel Hunter, Shannon Elizabeth (American Pie), Vivica A. Fox, singer Meredith Brooks, Brendan Fehr (Roswell, Flight 180), Dominique Swain (Lolita), Ben Savage (Boy Meets World), Danielle Fishel (Boy Meets World), Amy Smart (Felicity), Ashton Kutcher (That 70s Show; Reindeer Games), Jena Malone (Stepmom), Beverley Mitchell (7th Heaven), Riley Westin, Gabrielle Union (She's All That; 10 Things I Hate About You), Rachael Leigh Cook (She's All That), Katharine Towne, Shane West (Once and Again; Liberty Heights), Christina Chambers (Sunset Beach), Amy Jo Johnson (Felicity), Justin Kirk (Jack & Jill), Colin Mortensen (MYOB), Cristian de la Fuente (Family Law), Malcolm Jamal Warner & Bronson Pinchot. Also expected at the event are this year's "Sizzlin' Sixteen" as well as many of the past "Sizzlers," who include Minnie Driver, Jennifer Lopez, Emily Watson, Renee Zellweger, Regina King, Jennifer Love Hewitt, Claire Forlani, Mariska Hargitay, Reese Witherspoon, Clea DuVall, Lucy Liu, Selma Blair, Thandie Newton, Leelee Sobieski, Kate Hudson, Natalie Portman, James Van Der Beek, Matt Lillard, James Marsden, Ethan Embry, Giovanni Ribisi, Vin Diesel, Liev Schreiber, Joseph Fiennes, Paul Walker, Scott Foley, Omar Epps, Jonathon Rhys-Meyers, Michael Vartan, Tobey Maguire and Jim Caviezel.

Interview Opportunity: Red carpet arrivals coverage & footage/interviews inside club; to cover event please RSVP by January 7.

Do Something is a nonprofit youth leadership organization that inspires, trains, funds and mobilizes young people to take action to measurably strengthen their communities. The chairman of Do Something is actor Andrew Shue.

SOURCE: E! Online