By Jennifer Wulff and Mike Lipton
Updated January 15, 2007 12:00 PM

The first thing Matshidiso Mabe, 13, got excited about was being able to sleep in her very own bed. Like many poor South African children, Matshidiso has to share a bed with relatives in her small Soweto home. But now that she’s a boarding student at the Oprah Winfrey Leadership Academy for Girls-South Africa, outside Johannesburg, she will no longer have to fight for mattress space with her mother and cousin. “It didn’t feel lonely at all!” recalls Matshidiso of the first night in her new bed, which is covered with an Oprah-approved fluffy white duvet. She is also drawing inspiration from her mentor: “I want to help all the children of South Africa,” says Matshidiso, who one day hopes to open a similar school of her own. “This is in me. I want to adopt children, as Oprah has adopted us.”

In fact Winfrey has taken 152 girls under her wing—and that’s just the beginning. Drawn from impoverished homes in South Africa, they make up the inaugural classes of Winfrey’s ambitious new school designed to help girls with little hope for a future realize their full potential. The $40 million-plus venture, which was financed by Winfrey herself, covers seventh and eighth grades for now, but it will continue to add classes until 450 children are in attendance in grades 7-12. Winfrey and a galaxy of celebs were on hand for the official ribbon-cutting ceremony at the academy on Jan. 2. “This is everything I have ever worked for,” said Winfrey, 52. “Education is the best gift you can ever have as a kid.”

Students, who are all from South Africa and can be of any race, have been chosen based on factors ranging from financial hardship (the girls’ families must have a household monthly income below $700) to compelling personal histories. One of the girls, Given Skhosana—a 13-year-old from Soweto—was raped at age 5. Before starting anew at the academy, she was living not far from her attacker, who went free. These girls, says Winfrey, have “that indefinable quality—that light that cannot be dimmed no matter how much hardship or poverty you have known.”

The talk show host herself was beaming at the ribbon-cutting ceremony. Wearing a pale pink gown and a bright smile, she gathered her girls around her as she officially opened the school along with her longtime partner Stedman Graham, 55, plus celebrity friends including Tina Turner, Chris Rock, Mary J. Blige and Mariah Carey, each of whom donated a personally inscribed book to the school’s library. “I understand what it means to grow up poor, to grow up feeling you are not loved,” Winfrey told the crowd, referring to her childhood in Mississippi, where she lived—without running water or electricity—with her grandmother. “I wanted to be able to give back to people who were like I was when I was growing up.”

Back in the U.S., Oprah faced a smattering of criticism: Why was she sending so much money overseas when plenty of U.S. schools could use the support? In an interview with Newsweek, Winfrey addressed that issue. “I became so frustrated with visiting inner-city schools [in the U.S.],” she said. “The sense that you need to learn just isn’t there. [In America] if you ask the kids what they want or need, they will say an iPod or some sneakers. In South Africa they don’t ask for money or toys. They ask for uniforms so they can go to school.”

The idea for the Leadership Academy in South Africa was born in 2000. When Winfrey asked former president Nelson Mandela what gift she could give the country, he replied, “Build me a school.” Set on 52 acres in quaint Henley-on-Klip (roughly 20 miles south of Johannesburg), the private school is far different from the public schools in the country’s townships, where many students drop out and only 5 percent qualify for university. Within the school’s 28 buildings: computer and science laboratories, as well as a beauty salon and a 600-seat auditorium where Winfrey will check in on the girls and teach classes via video conference. The school’s interim principal is Joan Countryman, 66, a veteran American educator who recently retired from heading the esteemed Lincoln School for girls in Providence, R.I. The school’s teaching staff is South African.

The 152 students were chosen from among more than 5,500 applicants. Oprah interviewed the finalists, hearing firsthand about the girls’ heartbreaking backgrounds and ambitious dreams. One of the students, Lebohang Hiine, 13, lost her mother to AIDS last January. Winfrey asked the girl what career path she would choose. “I said I want to be a pilot,” recalls Lebohang. “When I watched movies, I saw whites being pilots—I thought that it was time that blacks stood up.”

After learning so much about them, Winfrey now thinks of the students as family. “I now know this is why I never had children myself,” she said at the inauguration. “These are my girls, and I love them, every one of them.” Winfrey’s next educational endeavor will be a coed school in the eastern province of Kwa-Zulu Natal. But for now she’s enjoying the moment. And her girls. “This is the proudest, greatest day of my life,” she said, shedding a tear as the school’s flag was raised. “When you educate a girl, you educate a family, a community—you change the face of a nation.”

The New School!