Most Beautiful People 2005

01 of 17

JULIA ROBERTS

"Now that she has the babies, she has reached her peak of beauty," says Julia Roberts's friend and makeup artist Genevieve. "She is satisfied and content. All of that shows. It shows through the makeup, through the pictures. Being a mom has changed her whole life." And the 37-year-old actress has adopted a no-fuss approach to beauty. "She likes to dress like a normal housewife or mother," says Genevieve. "She doesn't care at all."

02 of 17

ANGELINA JOLIE

Angelina Jolie bested beauties including Beyonce and Jennifer Lopez as PEOPLE.com readers' choice for Most Beautiful Woman. Part of the allure of the 29-year-old actress and U.N. goodwill ambassador is her down-to-earth persona. "She doesn't act like a Hollywood star," says a local resident who lives near Jolie in Buckinghamshire, England. "Other than the fact that she is very beautiful, you really won't pay her much notice."

03 of 17

BRAD PITT

"Brad's good-looking in 360 degrees: his gestures and the way he uses his body and his face," says photographer Steven Klein, who worked with Pitt, 41, on the movie Troy. That's no surprise to PEOPLE.com readers, who picked the two-time Sexiest Man Alive as 2005's Most Beautiful Man over Johnny Depp, Matthew McConaughey and 10 other certifiable hotties.

04 of 17

JESSICA SIMPSON

To play Daisy Duke in the big screen version of The Dukes of Hazzard, Jessica Simpson got into tip-top shape – and the physical transformation has changed how she feels about herself. "Basically getting into the gym and eating healthy has helped everything from confidence to the way I carry myself," the 24-year-old singer-actress says. "I feel more comfortable with who I am."

05 of 17

ALICIA KEYS

Her braids have become Alicia Keys's trademark, but when she began feeling like she was in a hair rut by constantly wearing them, the 25-year-old singer-musician "started turning into a butterfly and making changes" with her tresses. "Mystery – this is the theme. Mysterious." Who knows what she'll do next.

06 of 17

ORLANDO BLOOM

What I Like About You star Amanda Bynes has no problem seeing what makes British actor Orlando Bloom, 28, so swoon-worthy. "He has gorgeous eyes, and his accent is sweet," she says. "And I know he loves dogs."

07 of 17

LINDSAY LOHAN & ANN-MARGRET

1960s film star Ann-Margret and 18-year-old ingenue Lindsay Lohan have often been compared. "Oh, yes. I see a lot of me in her," says Ann-Margret, 64. "It's a huge compliment," says Lohan, who maintains her porcelain complexion by staying out of the sun. As for being natural redheads, Lohan feels "it sets you apart. There's a certain fire with redheads." Agrees Ann-Margret: "We're very spunky."

08 of 17

PENELOPE CRUZ

Leave it to a sibling to find your imperfections – even if you're Penelope Cruz, 31. "My brother (Eduardo, 19) tells me I have a lazy eye. He thinks one ear is bigger than the other. He sees things that no one else does, and I know he's right," admits the Spanish beauty. How does the Sahara star feel about his honesty? "It makes me laugh."

09 of 17

JAMIE FOXX

"He's funny, and a sense of humor is incredibly attractive," says actress Jessica Biel about what makes Ray Oscar winner Jamie Foxx, 37, so appealing. "And he sings and plays the piano."

10 of 17

JESSICA ALBA

Jessica Alba, 24, likes to showcase her voluptuous lips in "berries or pinks. Nothing too frosty. Orange or coral lipstick never looks good. It clashes with my skin tone." And when it comes to her expressive brown eyes, says the Sin City star, "I never go for yellows and mustard; they aren't good on me."

11 of 17

SIENNA MILLER

Sienna Miller, who's engaged to Jude Law – PEOPLE's Sexiest Man Alive – already knows how she wants to look on her wedding day. "Natural," she says. The 23-year-old British actress is fast becoming a style icon, but admits that though she feels "flattered" when other people copy her looks, "it kind of puts me off the clothes."

12 of 17

JOSH HOLLOWAY

A former model, Josh Holloway, 35, is now making waves as bad boy Sawyer on the hit ABC show Lost. He's gotten so used to sporting a beard on the series that "now I feel naked without it." Yet, he admits, "I like being clean-shaven because I get to kiss my wife, Yessica, more. She doesn't push me away."

13 of 17

KATE WINSLET

"I know that I have a real woman's figure," says Kate Winslet, 29. "It's nice that it's acknowledged and appreciated, that I refuse to conform. I don't starve myself." What makes the mother of two – to Mia, 4, and Joe, 1 – feel beautiful? "The happiness I feel in having a family has brought me a real beauty."

14 of 17

EVA LONGORIA

Desperate Housewives star Eva Longoria, 30, has picked up some handy beauty tips from the makeup artists on the set of her hit show, including "single fake lashes on the corners of the eyes really make them pop," she says. The former tomboy who never wore makeup when she was growing up admits, "Everything I've learned about beauty has been trial and error."

15 of 17

HILARY SWANK

What are some of Hilary Swank's favorite things? Hair treatments, for one. "I love getting my hair washed and blow-dried. It feels so good, I get chills. It's so decadent to sit there and have someone help you look better," says the two-time Oscar winner, 30. Having a full closet also makes her happy. "I have clothes that hang there with the tags on," she says. "I'm working on wearing them rather than staring at them."

16 of 17

PATRICK DEMPSEY

Grey's Anatomy star Patrick Dempsey, 39, has been told about his looks, " 'Oh, you look much better in real life than you do on TV,' " he says. "One day my 3-year-old daughter said, 'You're very handsome, Poppy.' That was the best compliment ever." If he could change something about himself, he'd love to get defined abs. "I always have a half keg going on, but never a six-pack."

17 of 17

MISCHA BARTON

When she's not filming, "I don't like to wear makeup at all," says The O.C. star Mischa Barton. The actress, 19, thinks that when she wakes up in the morning, "I look like I just died." To make sure she has a million-dollar smile on the red carpet, Barton makes sure she doesn't have "something in my teeth. I have whoever's with me check for me."