January 24, 2000 12:00 PM

Forget luckiest man alive. Pals of Michael Douglas probably think the 55-year-old Hollywood honcho the sneakiest man alive. After all, there he was at a celeb-studded New Year’s Eve party in Aspen, snuggled up on a couch with his girlfriend, Catherine Zeta-Jones, sipping his champagne, watching TV—and acting as if the night held nothing more than a chance to get through the over-hyped end of the century and head off to bed to nurse his lingering cold. His close friend Marty Richards, a Broadway producer, was just one partyer who was later stunned to learn that when the clock struck 12, Douglas was not only already back in his nearby home but about to celebrate a distinctly different future: He had asked the 30-year-old Zeta Jones to be his wife. “When I found out, I said, ‘Why didn’t you tell us? All your friends have been waiting,’ ” says Richards. Douglas had a good excuse: Not even he knew The Question was coming until he sat at the party taking stock of his life—and the actress at his side. Relates Richards: “He said, ‘I put her in comparison to everybody else, and no one compared. Then I thought about how wonderful she is. I decided at the last minute to propose that night.’ ”

As the world now knows, Zeta Jones said yes that night, phoned her parents in Wales with the news and slipped on a vintage 1920s 10-carat, marquis-cut diamond engagement ring that Douglas, sensing the time would soon be right, had bought from Manhattan jeweler Fred Leighton just before Christmas.

While the pair remain secluded in Aspen, friends and family have been in a buzz. The proud burghers of Zeta Jones’s Welsh hometown, Swansea, sent off a 34-page “wedding guide” to the modest two-story house of her father, Dai, a former candy-company executive, and mother, Pat, a homemaker, highlighting the region’s romantic allure as well as the paperwork needed for a proper Welsh wedding. (For starters: original documents of Douglas’s pending divorce from his wife of 22 years, Diandra, separated from him since 1997.) Douglas’s friend Pat Riley, coach of the Miami Heat, says the couple are hoping to marry this year. “After a whirlwind nine-month transcontinental courtship, it’s a wonderful relief to have made that decision to move forward. They’re both extremely happy.”

As is everyone who isn’t extremely envious. Since Zeta Jones shot to Hollywood stardom as the swashbuckling heroine of the 1998 hit Zorro, she has made a deep impression on more than just one man—and only partly because she fills out a gown (Dolce & Gabbana, Badgley Mischka and take your pick) like no one since Ava Gardner or her own favorite, Rita Hayworth. “Catherine is very old-fashioned,” says costume designer Penny Rose, who worked with Zeta Jones on 1999’s Entrapment. “She’s not a belly-button-sticking-out and ring-through-her-nose type. She’s a high-heels, full-makeup and beautiful-hair type.” She is also the type to chew gum between takes—”a tomboy,” as friend and production designer Eugenio Zanetti says. “There is nothing prissy about her.”

Or standoffish. Whether she is whooping on a golf course in L.A. after sinking a putt (“Her game has improved tremendously since she started dating Michael,” says her brother Lyndon) or leading guests at a Christmas party in Douglas’s apartment on Manhattan’s Central Park West in a rendition of “Silent Night,” she has “an extraordinary knack for making everyone feel at home with her,” says Zanetti, who worked with Zeta Jones on 1999’s The Haunting. “On top of that, she has this self-deprecating sense of humor and pure intelligence and blinding beauty. When you look at [her background], you wonder, ‘From whither this flower came?’ ” After all, he notes, “take away the Zeta and she’s just Cathy Jones from Wales.”

She was also a girl who knew long before she began highlighting her middle name that she wanted a stage career. By the time she was 4 (and had survived an emergency tracheotomy after her dad found her choking), little Cate was a regular at Hazel Johnson’s Dancing School—and on top of the wall outside the house she shared with her parents and brothers (David, 32, a development executive, and Lyndon, 27, who works at Zeta Jones’s production company, both live in L.A.). “She’d tap-dance and sing standing on the wall and do tumble tosses in the yard,” says neighbor Monica Bethel, 63. “She wore little sleeveless dresses with white collars and lovely little shoes with white socks.”

When Zeta Jones enrolled in Swansea’s private Dumbarton School in 1981, the dresses gave way to the school uniform of brown blazers and ties—with the occasional dab of forbidden mascara. (“I hate my eyes,” the 14-year-old Zeta Jones told pal Joy Rees. “They look like pee holes in the sand.”) Aside from loving George Michael’s pop group Wham!, Zeta Jones had little in common with her peers. “She spent most of her free time in dance and singing classes,” says Lyndon. “That didn’t leave a lot of time for boyfriends.” Shuttling between Swansea and London, she starred in a West End production of Annie at 11 and played Tallulah onstage in Bugsy Malone at 14. The next year she moved to London and stayed with castmates. Her parents—who had allowed the 15-year-old rising star to shift to part-time lessons at Dumbarton—remained closely involved in her life. There were “many rules—especially no drugs,” Zeta Jones told Details last May. But she needed little supervision. “It was important for me to succeed,” she told the magazine.

She did not have to wait long. Her tap-dancing skills won her a part in the chorus of a “West End production of 42nd Street when she was 17. Within a year she was given the lead role of Peggy. Zeta Jones’s fame increased exponentially when, in 1991, she won a starring role in the British television series The Darling Buds of May. The part turned her into a national sweetheart—not entirely to her liking. In an attempt to break free of the ingenue stereotype, she made several stabs at a recording career—all failures despite videos that revealed Zeta Jones dancing in cheesecloth, and tabloid picture spreads as a whip-cracking sex bomb. She courted controversy by appearing topless in a BBC play in 1992 because, she told Tatler magazine, “I wanted to show there was another side of me.”

Her Darling Buds colleagues were not all approving of her effort. Frankly, says Pip Burley, an executive producer, “we thought it was ridiculous.” Her private life was just as rocky. Several romances with older men—including director Nick Hamm, actor Paul McGann, Simply Red lead singer Mick Hucknall and Braveheart actor Angus Macfadyen (to whom she was engaged in 1995)—went awry. After her 1995 film Blue Juice bombed, Zeta Jones was reduced to appearing at the opening of a movie theater complex in England. A change was needed.

In 1996 she boarded a plane for Hollywood. That year she landed a small role in the CBS miniseries Titanic, which Zorro producer Steven Spielberg happened to see. Impressed, he set up an audition with Zorro director Martin Campbell, and a star was born—but, more importantly, so was a romance. It was at a film festival in Deauville, France, where Zeta Jones was promoting Zorro, that Douglas met her in a hotel lobby. “His eyeballs popped out of his head. Just whooomp!” recalls producer David Foster. Since then, their “spark” has only grown, says Pat Riley: “They’re very close, affectionate and spirited with each other. I don’t think there’s any doubt they were brought together for a reason.” Nor does her future father-in-law. Says the 83-year-old Kirk Douglas: “People used to ask me, ‘Is Michael going to marry Catherine?’ I would say, ‘I would like to marry Catherine, but my wife won’t let me.’ ” Oh, well. At least his kid is happy. “Michael,” says Douglas, “is walking on air.”

Karen S. Schneider

Liz Corcoran in Swansea, Pete Norman in London, Michael Fleeman, Julie Jordan and Susan Christian Goulding in Los Angeles, Vickie Bane in Aspen and Liz McNeil in New York City

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