January 13, 1997 12:00 PM

THERE WAS REASON TO QUESTION THE BUZZ. AFTER ALL, OVER the past year countless reports that Brad Pitt had proposed to Gwyneth Paltrow had run up against the same official disclaimer: No way; not now. As recently as early December, a Pitt spokeswoman had dismissed an engagement rumor as “completely fabricated,” and Paltrow herself had told PEOPLE a while back, “When I know, I will call you.” Why, then, should the scuttlebutt that spread from watercooler to Web site to prime-time TV just days before Christmas have been any different? Paltrow’s mother, actress Blythe Banner, apparently didn’t believe that it was. On Dec. 19, when Entertainment Tonight asked her, she was adamant: “They’re not engaged. I’m the mother. I know.”

Maybe so, but bear in mind, the 24-year-old Paltrow is no longer Mommy’s Little Girl. Since starring in the critically acclaimed Emma last summer. Paltrow has established herself as a long-legged, fresh-faced, supremely elegant symbol of gen-X style. And to Pitt, Paltrow is something more precious: “My angel,” he called her at last year’s Golden Globe Awards. As everyone knows, it has been a good year for angels, and within hours of Danner’s denial, in Mendoza, Argentina, where Pitt is filming the adventure Seven Years in Tibet, he asked his for her hand in marriage. Paltrow wasted no time saying yes—or in contacting her parents back in New York’s Westchester County. “They’re engaged!” her father, producer Bruce Paltrow, told PEOPLE’S Mitchell Fink after hearing the news. Speaking on behalf of both families, he added, “We are thrilled. We think it’s perfect.”

The next day, Pitt took a break from filming and flew with Paltrow on a private jet to his hometown of Springfield, Mo., where they celebrated the engagement with his family over Christmas. Next stop: New York, to be with Paltrow’s parents. While the two rejoiced, however, the announcement sent some Pitt fans into a deep mope. “I can’t believe it’s for real this time,” wrote Internet surfer Martie Lawrence. “[Gwyneth] is one lucky girl….Let’s hope it’s a long engagement. He can always change his mind.”

Fat chance. A serious chunk of femalekind may see Paltrow as the Luckiest Woman Alive. But Pitt clearly feels he has done well too. When he is tense, he has said, Paltrow calms his nerves. When he needs inspiration, she is his muse. She adores his dogs (mutts Todd Potter and Saudi and weimaraner Purty). She encourages him to read. And to pick up his clothes. She thinks nothing of hopping in a car at 4 a.m.—as she did when she finished shooting her forthcoming thriller, Hush, in Virginia last June—and driving five hours to be by his side in New York City. Or flying more than 5,000 miles to Argentina, where over the past four months the couple have made several friends in the picturesque city of Mendoza.

“They are like adolescents in love,” says Dr. Horacio Cervo Zenie, Pitt’s physician on the set. Zenie has seen them “feeding each other, kissing, doing things that people who are madly in love do. As soon as Gwyneth would arrive on the set, Brad would rush off and give her a big hug. You can’t help but admire that.” Adds Maria Teresa de Barbeira, a Mendoza restaurant owner who cooked dozens of Italian-style meals (including one of his favorites, paglia e fieno) for Pitt: “It is like they are acting out a romantic scene in a movie. But it is real life and they are not acting. They are just very much in love.”

And have been, in fact, since falling for each other on the set of the dark 1995 thriller Seven, in which he played a cocky cop on the trail of a serial killer—and she his ill-fated wife. At the time, Paltrow, who was dating musician Donovan Leitch, was a relative unknown with only a few minor roles to her credit; Pitt, meanwhile, was already a major star. All abs and orbs, the aw-shucks midwestern stud had captivated audiences as a bare-chested bad boy in 1991 ‘s Thelma & Louise and as a reckless charmer in 1992’s A River Runs Through It and 1994’s Legends of the Fall. As everyone knew, Pitt had a history of taking up with his costars. He had a brief romance with Robin Givens when they were on the ABC sitcom Head of the Class in 1988, and another with Jill Schoelen, who starred with him in the 1989 slasher flick Cutting Class. He had also spent three years with Juliette Lewis, who was 16 when they met filming the TV movie Too Young to Die? in 1990.

Needless to say, Paltrow had, as she later told Vogue magazine, “a few preconceptions” about her Seven costar: “Of course, I thought he was very handsome, from movies—you know, the way people are. But I also thought, ‘Oh, he’ll just be one of those young Movie Star Boys.’ ”

Indeed, Pitt seemed to have little in common with his future fiancée. The Movie Star Boy, born to former trucking-company executive Bill Pitt and his wife, Jane, a high school counselor, had been reared on macaroni-and-cheese, sermons at Springfield’s South Haven Baptist Church and the occasional makeout party with the gang from Kickapoo High. Paltrow, by comparison, was the artsy Uptown Girl. Born in L.A., she and her brother Jake, now 21, a director, were raised in what she has called an “immense” house in Santa Monica, complete with pool and guest house. Come summertime, the Paltrow kids were carted off to Williamstown, Mass., where Danner, whose credits include a Tony in 1971 for Butterflies Are Free and roles in The Great Santini (1979) and Brighton Beach Memoirs (1986), performed in the annual theater festival there. Young Gwynnie, as her family calls her, attended camp, helped her mother rehearse and occasionally took a turn onstage. “I believe the first play I was in [when I was about 7] was The Greeks,” she told the Boston Globe. “I played a dead child.”

Neither her mother nor her father, a writer-director-producer best known for the TV dramas St. Elsewhere and The White Shadow, encouraged her to get into show business. They wanted their children to go to college and to learn about history and art—to be, in a word, cultured. To that end, when Paltrow was 11, the family left the West Coast and settled into a town house on Manhattan’s Upper East Side. She enrolled in Spence, an academically demanding private girls school, and struggled to stay afloat. “You cannot believe the classes—law and physics in the seventh grade!” she told Vogue. “I was at sea.”

Today, Paltrow, who won the VH1 Fashion Award for best personal style in October, may be the kind of “pure, natural beauty” who has helped redefine modern elegance, says fashion designer Calvin Klein, a Paltrow favorite. But back at Spence, Paltrow, like adolescents everywhere, struggled with her looks. “I had braces, and I was skinny and little, and I had a bad haircut,” she later complained to New York magazine. By her high school years, she had blossomed into the 5’9″ stunner she is today. And while she was popular with classmates, some couldn’t help resenting her. One Spence student told New York she remembered standing next to “Gwyn” in the locker room before a swim practice, naked: “She said, ‘Isn’t it interesting how different people’s bodies are?’ Like, comparing mine to hers. And I just wanted to hit her.”

By the time Paltrow graduated from Spence in 1990, she had led a full and varied high school existence. She had discussed Russian literature with her friends over coffee and cigarettes (“It’s mental posturing,” she later told the Los Angeles Times), dabbled in theater (playing Titania, Queen of the Fairies, in a school production of A Midsummer Night’s Dream), had her heart broken by a blond California surfer (“Oh, my God,” Paltrow told Vogue, “the love I felt for that boy”) and, when the sun went down, par tied with her pals. While her parents slept, she told The New York Times in 1994, she would sneak out, leaving a note on her pillow: “Dear Mom and Dad. I didn’t run away. I haven’t been kidnapped. I’m out at the clubs. You can punish me in the morning.”

Paltrow’s grades weren’t good enough to get her into the top schools she applied to, such as Vassar. It was partly through the intervention of family friend Michael Douglas that she was admitted to his alma mater, the University of California at Santa Barbara. But Paltrow was less interested in her art-history classes than in pursuing her growing desire to act. Her first film audition landed the 18-year-old a part in 1991’s Shout with John Travolta. “I kept missing classes to drive to L.A. to audition,” she told The San Francisco Chronicle. “I remember my father saying, ‘You really have to do one thing or the other because neither is going to be productive when you’re doing both half.’ ”

The summer after her freshman year, her mother arranged for Paltrow to play the ingenue lead in Picnic at Williamstown. After watching the show, her father went backstage and was “very effusive about my performance,” she told the Los Angeles Times. “He said, ‘I don’t think you should go back to college.’ “Though her parents gave her their blessing, they offered her none of their money. They wanted, they told her, to help her understand the financial challenges of an actor’s life. Paltrow got a job taking phone reservations at DC3, a trendy restaurant at the Santa Monica Airport, rented a small apartment nearby and started hitting auditions. The family name helped at first. She wouldn’t have gotten her part as young Wendy in 1991’s Hook, for instance, had Steven Spielberg (“Uncle Steven” to Paltrow) not been a longtime friend.

But connections only get you in the door, Paltrow has been quick to note. Luckily, as Donna Gigliotti, Emma’s executive producer, had discovered when she happened to see Paltrow in Picnic in Williamstown, the kid had more than a pedigree. “I remember I just sat there in the audience and said, ‘This is extraordinary. This girl is a major talent,’ ” says Gigliotti. “And I was proved right.” Indeed, though the movies Paltrow appeared in—including 1993’s Flesh and Bone, 1995’s Jefferson in Paris and Moonlight and Valentino—were largely forgotten, Paltrow’s performances won her respect. “Her talents are very instinctive,” says Jefferson in Paris and Emma costar Greta Scacchi. “She’s one who doesn’t have to go browbeating and fussing too much” to put in a good performance.

By the time she earned the lead in Emma, the adaptation of the Jane Austen novel, Paltrow, with 12 feature films to her name, was no longer a newcomer. During the seven-week shoot in England, Paltrow impressed her colleagues with both her seriousness and her playful antics. “She’d be speaking in her American accent, and then the director would yell, ‘Action,’ and she would suddenly go into this absolutely flawless English accent,” says Gigliotti. “As soon as they yelled, ‘Cut!’ she’d say, ‘Oh, Donna, I hate this bra they’re making me wear.’ ” Her imitation of Woody Allen cracked up the crew, but mimicry was not her only skill. There was nothing, Gigliotti notes, that Paltrow could or would not do. She refused to let stand-ins handle a horse-and-carriage or even sing for her. “And she’s got Brad Pitt for a boyfriend,” gushes Gigliotti. “That’s just icing on the cake!”

Friends, families and even virtual strangers who’ve seen Paltrow and Pitt recently say the engagement was only a matter of time. The owner of a home Paltrow rented last spring during the filming of Hush recalls that the actress grew anxious when Pitt was a few minutes late for one visit: “She was pacing up and down. She kept looking out, looking down the driveway. It was obvious that she was really crazy about him.” In Sarasota, Fla., where Paltrow spent a month last summer shooting Great Expectations, a modern-day take on the Dickens tale due out later this year, locals were smitten by the cooing couple. When Pitt came to call, they drove around in her green, four-who drive Toyota, window-shopped hand-in-o hand and picked up sandwiches at St. Armands Deli. But mostly, says Sarasota location manager Jinx Harding, “she just enjoyed being with Brad at the hotel.”

During her regular visits to Pitt’s set in Argentina this fall, Paltrow proved indispensable. Fluent in Spanish (she spent a year as a high school exchange student in Spain), she translated for her beau during their visits to local towns. Reluctant to eat out because Pitt’s fans began to haunt his favorite Argentine restaurants, Paltrow began preparing some of his meals at the walled mansion he rented during the shoot. “Gwyneth loves to look after Brad,” says a Seven Years crew member. “She really enjoys cooking for him. They are a very kind, loving and considerate couple—always thinking of each other.”

For Paltrow’s 24th birthday last Sept. 27, Pitt arranged a surprise party at the hotel Valle Andino in Uspallata, a small town in the Andes three miles from the set. “He started blowing up balloons with some friends, and we all helped him,” says receptionist Silvia Jofré. “He decorated the whole room with flowers—roses, orchids—they were everywhere. And he made a sign with sparkling letters that read, ‘Happy Birthday, Gwyneth.’ She is a lucky woman, and he a lucky man.”

Certainly, finances are not likely to become a problem in the Paltrow-Pitt household. Pitt earned a reported $10 million for his role as an Irish gunrunner in The Devil’s Own, scheduled for release in March. And Paltrow’s current price per film is in the seven figures. Still, the actress says her career comes second to her personal life. “I love what I do—don’t get me wrong,” she told Us magazine last April. “I’ve sort of achieved what I wanted to, and if I never worked again, it would not bother me. It’s fun and it’s exciting, but it’s not what life is about.”

What life is about for her, she has often said, is having children. “Gwyneth especially is very excited to start a family,” says Dr. Zenie. “And Brad, because he is so sure about their love, is very happy with that idea.” Whatever they decide, says their new friend from Argentina, they are already on the right course. “It is as if they were made to meet and be together for the rest of their lives,” says Zenie. “A destiny.” All they need now is a wedding date.



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