November 20, 2006 12:00 PM

Backstage at Oprah, only minutes before she was due to walk out wearing nothing but—gasp!—a bikini, Kirstie Alley was freaking out. Not because she was about to display her body in front of millions of people but because she was having … a pantyhose crisis? “They kept running!” says the actress, who had bought a pair of stockings to wear under her bathing suit in an attempt to keep her curves from jiggling. But with the curtain about to rise, the 55-year-old Alley gave her hose one final tug and hit the stage, undoing her silky wrap to reveal a skimpy burgundy two-piece—and the body she had whittled down from 220 lbs. to 145 lbs. “I had practiced my walk—I was going to do this wow, hot model walk,” Alley says. “But I was so hysterical, I ended up doing the dorky-girl-from-Kansas walk. It didn’t work out so well!”

Those in the studio would disagree. As soon as the crowd caught sight of Alley (who strutted to the Commodores’ tune “Brick House”), they erupted in cheers and applause. “Everyone was going crazy,” says Laura Stuller, one of Alley’s Jenny Craig consultants. “I was just crying, standing up with everyone else, absolutely thrilled to see her accomplish her goals.”

A year ago, when Alley first suggested appearing on Oprah in a bikini as a way of commemorating her target weight (“You’re going to see a girl who’s worked on herself!” she later promised), the actress was already more than halfway to her now 75-lb. weight loss, which she began in 2004. The prospect of revealing her progress so publicly proved to be powerful motivation: “Yeah!” she told Oprah with a grin. Alley’s transformation—accomplished over two years with diet and exercise (no surgery!)—”is inspiring,” says actress pal Kathy Najimy. “She’s a role model for women everywhere.”

Despite her hard work, bikini shopping proved (as it does for anyone not named Gisele) quite the nightmare. “If you were a store selling bathing suits, wouldn’t you use, like, pink lights and skinny mirrors?” cries Alley. Fed up with what she saw on a shopping trip with Najimy and another actress pal, Leah Remini, Alley asked designer Jeffrey Kurland to create a custom bikini for her instead. Her criteria? “I said I liked little bottoms and I wanted the top to be sort of Dolce [& Gabbana] looking.” Kurland did three fittings, taking in the bottom a couple of times “because my body looks better in less,” says Alley. Seeing herself at the final fitting three days before the Nov. 1 Oprah taping allayed her fears. “I was really excited,” she says, “because I thought, ‘I look okay to me!'”

Just to be sure, she got daughter Lillie, 12, and son True, 14, to weigh in. “I asked my daughter, ‘Okay, now, are you going to be embarrassed, yes or no? If the answer’s yes, tell me now so I can pull out,'” says Alley. “And she said, ‘No, Mama, you look pretty.’ I was like, ‘This isn’t the time to be flattering just because I’m your mother!'” True gave his own teenage-boy stamp of approval. “He said, ‘I think it looks pretty good. You look like you’re in an MTV video.'”

Although Alley isn’t quite feeling the video vixen thing—”My legs need to be firmer,” she says—perfection is not her goal. “Never. Never. Never. Never. Never,” she says when asked if she’s hoping to reach her Cheers weight of 120 lbs. “I never maintained 120 without doing something wacky, and I don’t want that life anymore.” And stomach stapling or lipo was never an option. “I don’t advocate cutting out intestines and pinching things off and getting things sucked out,” she says. “I would rather take an extra six months or a year and just not have to go that route.”

It’s her stick-to-it attitude that Alley herself is most proud of. “I don’t think of myself as a role model for weight loss as much as a role model for tenacity,” she says. “I like being a role model so women know that they can change anything they want to change—anytime.” But she’s hoping women also pick up another message from her bikini appearance: “I don’t think we ever feel like we’re good enough,” she told Oprah. “C’mon—we all are good enough and we look good enough and we are not our bodies.”

Still, Alley doesn’t intend to let those pounds creep back on. She is currently maintaining her weight by eating 1,500 calories a day, most often a combination of one Jenny Craig meal, plus favorites like grilled fish, asparagus and salad with vinaigrette. Her usual workout includes walking on the treadmill and dancing, but to prep for her big Oprah moment—as well as a series of Jenny Craig ads that will feature her in a bikini—she added tough routines of everything from kickboxing to Pilates four times a week with trainer Carmen Demsky.

Alley has said that goals are key to her motivation, but now she’s found a new source of strength. “Things aren’t particularly tempting for me because I like the way I look,” she says. “I like the energy level, and I don’t want to do anything to destroy it. This is probably the first time in my adult life where I’ve had an extended period of sanity in regards to the way I eat.”

Part of that sanity involves allowing herself the occasional indulgence. “If it takes a year or two to lose the weight, and 98 percent of the time you’re spot on, who cares?” she says. “Usually when people screw up, they go, ‘What’s the use?’ You shouldn’t punish yourself—just keep moving toward your attainable goal.” (For more on Kirstie’s weight philosophy, see box.)

And she believes in celebrating too—and what’s a celebration without a treat? Immediately after the Oprah taping Alley headed straight for Chicago’s famed Garrett Popcorn Shop for a couple of popcorn balls before grabbing an early dinner with pals at the Grill restaurant. If she was nursing any regrets about her decision to expose her body so publicly, a smitten 27-year-old waiter quickly dispelled them. “He propositioned me!” she says, breaking out into a laugh. “He said, ‘What are you doing tonight? I’d like to show you around Chicago.'”

So did Alley take the young man up on his offer? “I go, ‘I can’t—I’m leaving town in one hour,’ which I so wasn’t,” she says. “It was too much attention for one day!”

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