ALLURE AND AMANDA SEYFRIED

When Amanda Seyfried arrived, the fog was so thick in the Santa Monica Mountains that you could barely see your hand in front of your face. But the gloomy weather didn't faze her—she likes the rain. To protect Seyfried from the wind, Roy's team held up huge canvas panels and she wrapped herself in blankets between takes. "We don't want goose bumps on the cover," said the actress, shown here wearing a Balenciaga jacket and jeans by Siwy.

Before he showed Seyfried the racks of clothes, Allure's creative director, Paul Cavaco (above), told the star how much he likes her personal style. "You probably don't need my help," he joked. Seyfried admitted that not everyone agrees: "I got bashed for the Valentino dress I wore to the Oscars, and I can't blame my stylist," she confessed. "I insisted on wearing it because it had straps."

Seyfried began modeling at age 12, and always knew she wanted to act and sing professionally. But she sometimes feels inferior to some of her peers in the business. "I am surrounded by an industry full of beautiful actresses!" Seyfried said despairingly. "They're everywhere!"

Seyfried met British actor Dominic Cooper on the set of Mamma Mia! Soon after, she made the ingenue's mistake of discussing her new infatuation in the press. "We both look like frogs with our wide-set eyes, we're both indecisive, and neither of us has a lot of willpower," Seyfried told a reporter in 2008. Now, she wishes she had kept her mouth shut. "My interviewing skills are, you know, poor," she told us. Here, the actress wears an embroidered leather dress over an acetate viscose dress by Prada.

"Amanda has huge doe eyes that I brought out even more with tons of fake lashes," said makeup artist Brigitte Reiss-Andersen, who dusted Seyfried's entire face with a translucent powder and brushed pastel pink blush on her cheeks. Then the makeup artist blended lilac shadow on the eyelids and tucked individual lashes into the lash line. The final touch: nude matte lipstick.

"Hollywood is just like high school: The popular people love the other popular people. And the thing is, some people aren't nice," Seyfried explained hesitantly. "Or they are nice, but only to your face, not elsewhere."