By peoplestaff225
Updated May 29, 2009 05:00 PM
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Melissa Joan Hart can still picture the “horrifying” moment in 2005 when, while pregnant with her first child, she was shaving her legs “and I looked down and I had tons of cellulite around my knees!” she says.

Having gained 55 lbs. and getting up to 170 lbs. on her 5’2″ frame, “I knew I was huge,” the actress admits. “But that was crazy.”

Still even that discovery wasn’t as devastating as what she went through last June, when unflattering bathing-suit shots — taken only three months after Melissa, then about 155 lbs., gave birth to her second son — led to cruel Internet attacks about her body. (One blog went as far as to blast her for “giving pregnancy a bad name.”)

“I still read blogs about me discussing how fat I’ve become,” she says. “Everyone thinks I’m still huge. But I’m not anymore!”

While it’s true that one look at the actress’ new, 113-lb. bikini body leaves no doubt she is in “the best shape of my life,” as she puts it, Melissa understands the confusion.

After all, the public has grown accustomed to seeing celebs (like Melissa’s close friend, My Name is Earl actress Jaime Pressly) back in their skinny jeans a scant six weeks post-pregnancy.

“There are enormous pressures put on you in Hollywood,” she says.

In fact when Melissa returned to the audition circuit after her first son was born, “everyone kept asking, ‘How does she look? Is she fat?’ Everyone wanted me to dance for them and show my behind — they literally wanted to see how big my behind was! It was horrifying.”

Click below to see how Melissa lost the weight and to check out her PEOPLE cover!

Melissa said that experience “motivated me” to hit the gym, and she was back in shape in about 10 months. (The hard work paid off, as she booked two TV movies, including Holiday in Handcuffs.) The second time around, however, reclaiming her slim figure (she had some 35 lbs. to lose) took her 14 months and “a lot of effort,” she admits. “It didn’t happen by magic — it was as hard for me as it would be for anyone else.”

Especially because she refused to commit to the 4:30 a.m. workouts that had kept her trim during her teen years on the hit shows Clarissa Explains It All and Sabrina the Teenage Witch. “I didn’t want to take any time away from spending it with my sons,” she explains.

Instead she tried to lose weight beginning last April by first getting rid of all the candy she’d stashed in the 5,000-sq.-ft. Los Angeles home that she shares with husband Mark Wilkerson, 32, lead singer for the band Course of Nature, and their sons Mason, 3, and Braydon, 14 months.

When that hadn’t done the trick, she continued to slash various foods from her diet: bread, pasta, rice, potatoes. Not suprisingly, “I kept losing my willpower,” she says. “It’s really hard for me to say ‘no’ to something, whether it’s a cupcake at a party or popcorn at the movies.”

By January, despite her best efforts, she still couldn’t fit into her pre-baby jeans. “It was hard for her to accept that she’d had two kids and her body doesn’t respond the way it used to,” Mark says. But Melissa wasn’t ready to give up, especially with her 33rd birthday looming. “I thought, ‘Losing weight will only get harder as I get older, so I better do it now,” she says. “I wanted to prove to myself I could do it.”

Melissa admits she was “lucky” to be able to consult both a nutritionist and a trainer, but says that her biggest inspiration came from the women around her — including Jaime, who has a son Dezi, 2, as well as her own mom, Paula, 53, who gave birth to seven children “and is tiny!” Melissa says. “I realized I don’t have to be heavy just because I have kids.” Adds Jaime, “She finally took time to take care of herself. I’m blown away by how amazing she looks.”

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Melissa admits to being impressed with herself as well.

“After having a baby, your body definitely changes — your hips are bigger, your boobs are different. But you have to take pride in that. In no way do I think my body is perfect, but I’m happy with the way it is now. I feel strong. I never thought I’d pose in a bikini again!” she says, noting that her last scantily clad photo shoot was a decade ago, when she posed for Maxim to promote her film Drive Me Crazy. “To do it two kids and 10 years later? I’m so proud!”

What would make her even prouder, however, is if — after all her hard work — she maintains her svelte figure. “My biggest fear is that I’m going to blow it again,” admits Melissa. “It’s always going to be a struggle for me, and I’m not fooling myself.”

To stay on track, Melissa allows herself the occasional treat — like chips and guacamole, or frozen yogurt — so she doesn’t feel too deprived. She also has set up a series of short-term goals, like “fitting into a pretty dress and looking great” for the May 30 opening of her Sherman Oaks, Calif., candy store SweetHarts.

Yep: a candy store! Won’t that be a problem for Melissa? “No, actually,” she says. “I love having a candy store because it reminds me of childhood. The only thing I plan to eat there is the nonfat frozen yogurt.”

And even if a few pounds do creep back on, Melissa — who says she and Mark plan on more children, but “I really want to crave having another child, like I need a baby now, I want to wait for that to kick in” — finally feels at peace with her body. “I have a wonderful career, an amazing husband and two beautiful sons,” she says. “I can’t really complain about my thighs!”

Source: PEOPLE, June 8th issue

— Ulrica Wihlborg

For more with Melissa, check out this video on PEOPLE.com!

How Melissa Did It

Her diet: Melissa worked with nutritionist Derek Johnson at New Metabolism to change her diet. She keeps a food journal, writing down everything she eats to ensure she makes healthy choices. Breakfast is often a protein shake with ricemilk and flax seeds, lunch might be a whole wheat turkey wrap with avocado, hummus and tomatoes, and dinner is usually salmon or halibut. When hunger pangs strike, she reaches for unsalted almonds or a slice of prosciutto with feta cheese, or pops a piece of gum to stave off cravings.

Her workout: Three times a week, Melissa hits the gym with her trainer Mark Harari at Pulse Fitness Studio to do a 60-minute routine of interval training, mixing weights and resistance bands. She also takes two group classes a week, such as spinning.