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"That's pretty much blood and fat," says Angelina Jolie, laughing, as a waiter sets tiny portions of black pudding in front of us, compliments of the chef. "Welcome to England." We're sitting in the back corner of a very fussy, quiet restaurant in the Dorchester Hotel in London, where Jolie is staying with her adopted Cambodian son, Maddox. Since 2002, she and Mad, as she calls the two-and-a-half-year-old, have been living in a house in Buckinghamshire, about an hour outside central London, because it's close to the film studio where she's made three films in as many years, most recently Oliver Stone's epic Alexander. She checks herself into the Dorchester when she has work in the city early the next morning. "This is the only place with a really good terrace room where Mad can be outside, which is what I have to consider now," she says. "It's all about space and baby access."

You can hear touches of an English accent, and it's obvious that Jolie has begun to claim the mother country as her own. Still, she can't resist making fun of local idioms. "There are all these new expressions. I take Mad to nursery and they'll say, 'Well, he had this for tea and this as his pudding and he had a quarter of savory.' And I'm like, 'A quarter of savory? OK. Whatever.' "

An hour earlier, I found Jolie sitting alone in the insanely ornate lobby of the hotel. She was looking very elegant—almost prim and studious—hunched over papers and notebooks that were spread out on a little table. Or at least, I thought it was her. The look: hair pulled up; knee-length, oatmeal-colored skirt; very sleek black long-sleeved sweater; and a pair of knee-high Vuitton boots with a slight heel. As I got closer, I noticed the tiniest bit of slip showing from underneath the skirt, and then she looked up and smiled. Oh, it was her all right. No mistaking those lips, that face. When I arrived at her table, she gathered up her things and we headed to the piano bar while we waited for our table.

Turns out I had caught her studying for her air-law and operational-procedures exams, two of six tests needed for a pilot's license. "I've always wanted to fly," she says, ordering a glass of red wine. "I had some time off and my house here is very close to an airport and I suddenly thought, Why not? I have this thing where the world doesn't quite seem free enough." Jolie's work as Goodwill Ambassador for the United Nations High Commissioner for Refugees has brought her to remote, war-torn locations around the globe, requiring her to fly on tiny, dubious planes and to take off and land on dirt strips in the middle of nowhere. In Northern Cambodia, where Maddox is from, she has established a $5 million wildlife refuge. Next door is a plot of land legally owned by Maddox that Jolie had de-mined before building a home—actually three huts on stilts with hammocks and rudimentary plumbing; she plans to spend more time there when her son is a little older, so that he can know his own culture.

"Maddox is too young for the amount of hours it takes by boat and car, so we have to helicopter in," she says. "It started me thinking . . . I could just fly. But it's going to take me months and months to do. It's like going back to school. I talked to somebody today, and he's a pilot, and he said it was the hardest thing he's ever done. And it really is. My dream is to retire in a few years and take six months and deliver food and help people get from one place to another and just loan out services as a pilot and be with my kids. I could just go. See the horizon and go."

Her eyes flicker with excitement. "Part of this motivation, I'm convinced, is that every time Mad sees a plane he goes, 'Ahhhhh! Mama!' And the idea that I could actually fly a plane by the time he's four? I'll be like Superman to him. We could get to Ireland in a half hour." She laughs, and then spools this scenario out a little further. "What do you want to do, Mad? You want to go get ice cream in Spain?"

When I first met Jolie two years ago, she was in Montreal filming Beyond Borders (a film that came out last fall and tanked rather spectacularly, closing after taking in only $4 million). She was still married to Billy Bob Thornton, who was to arrive the next day, as he, too, was about to start shooting a film there. They were very much in the thick of their crazy-in-love, blood-on-a-chain marriage, and both of them spoke to me with great enthusiasm for each other and their future together. I could not have imagined that just a few months later, it would end so abruptly. Jolie had told me off the record that the couple were awaiting the arrival of Maddox, a baby she had held in her arms while visiting an orphanage in Cambodia in November 2001 during a trip to the country as part of her UN work.

Just a few months after we met, in March 2002, the couple officially announced the adoption to the press, but it was reported in People magazine that only Jolie's name was on the adoption papers. Four months later, she filed for divorce. There was all manner of speculation in the press about what went wrong—he cheated, she was too focused on the kid, he didn't like her traveling so much for the UN. Over dinner at the Dorchester, I tell her that I was surprised by the sudden dissolution of their marriage. "It took me by surprise, too," she says, "because overnight, we totally changed." She claims there was no specific incident but does acknowledge that her travel for the UN visiting refugees—and the transformation it inspired in her—had a deleterious effect. Also, she says, "because we're actors, we go away for months at a time and you grow and change separately. I think one day we had just nothing in common. And it's scary but . . . I think it can happen when you get involved and you don't know yourself yet. It's taken me a while to grow up, and I still think I'm not even close to it yet. So I've kind of had to check myself: Don't even consider a relationship for another seven, eight years."

Jolie's response to the divorce, it seems, has been to throw herself into her work. Despite the fact that her last few films have been disappointments (the Tomb Raider sequel, Life or Something Like It), Jolie remains at the top of a lot of directors' lists and one of the highest-paid actresses in Hollywood. And so, perhaps in an effort to finally live up to post-Oscar expectation, she has made five films in less than two years, an intriguingly mixed bag of movies, all of which should be released this year. There's the retro-futuristic Sky Captain and the World of Tomorrow (starring Gwyneth Paltrow and Jude Law), Shark Tale (an animated feature in which she is the voice of fin fatale Lola), Alexander (she plays Colin Farrell's mother!), and Taking Lives, a scary-sexy thriller starring Ethan Hawke, Kiefer Sutherland, Gena Rowlands, and Olivier Martinez, which opens this month. Jolie plays an FBI agent who is very smart—and a bit of an outsider, a profiler from the Behavioral Science Unit at Quantico who helps catch a serial killer through her unconventional, verging on psychic, methodology. She winds up having an affair with the key witness, played by Hawke.

Before Silence of the Lambs, roles like this usually went to a certain kind of guy. "Like Steve McQueen or Clint Eastwood," says producer Mark Canton, who also, incidentally, helped develop Girl, Interrupted. "In this case, we were thinking, if you reversed it and cast a woman, who would that person be? And it's Angelina. I think in her generation, she is without peer. She lets her guard down, makes all the tough decisions, doesn't ask other people to do her stunts. She's very mentally and physically strong, and at the same time she's insanely feminine. It's that combination."

Oddly enough, everyone I talked to who worked on the film spoke of Jolie in awe of her masculine/feminine nature. "I don't know if I've worked with another woman who really knew how to be the lead of a movie," says Hawke. "It's the kind of thing that, as a man, you learn a lot about. If the lead of the movie is late or doesn't know their lines or is cavalier, it spills out onto the crew and the whole work ethic of the project. This was a huge movie, and it was a long shoot, and she was on time every day and knew her lines and had fifteen different ideas and was always ready to rehearse to make a scene better. I would be lying if I didn't say I was incredibly impressed with her as a person."

As the director, D. J. Caruso, puts it: "I was shocked. She is so solid. It was like having Clint Eastwood around."

Last October, Notes from My Travels, a daily record of her sometimes harrowing travels through Sierra Leone, Tanzania, Cambodia, and Pakistan in 2001 and 2002 that was originally posted on the UNHCR Web site, was published by Pocket Books. For the most part, it's a fitfully fascinating account of the blossoming of Jolie's activist self, as she visits with refugees for the first time and acquaints herself with the horrors that exist on the borders of developing countries. But it is also a document of the weirdness of Jolie's life—her straddling of Hollywood and the Third World—which has only continued to grow more daringly unconventional.

For example, toward the end of the section of the book on Africa, she writes, "I was scheduled to be picked up by a private studio plane on Saturday, because I had to do press and a premiere back home. I just got the news that no plane is coming because the premiere is canceled. You've got to love Hollywood." When I ask her about that story, she laughs and says, "Don't you love that? I was in Tanzania on the border, and it's just this really faraway place that you take little planes to get into and then drive to the border. I didn't have any means of getting out, because somehow I was going to rough it, and then after two weeks Hollywood was going to come and get me. In a private plane, with a premiere dress, makeup, and some snacks! So I had basically given away all my money and run out of everything, including tampons, clean clothes, and food. So this random message somehow came over the wire: 'The premiere's canceled. Stay as long as you want. Have a good time.' It was kind of like, Oh my God. I've just been left here. Hollywood doesn't need you for a premiere, so we don't care what happens to you."

That was three years ago. Since then, Jolie has traveled to some of the most dangerous regions in the world. ("I went to one country, and they tried to take my passport away. It was a very strange, scary night. When you work in film, you have that really bizarre feeling of, This can't be real. Is this real?") She has visited with refugees, given millions of dollars for schools, hospitals, and shelters, lobbied before Congress, and, along the way, become friends with Kofi Annan. Last October, she was honored at a dinner at the UN with the first Citizen of the World award, named for Sergio Vieira de Mello, the top UN envoy to Iraq, who was one of 22 people killed in the bombing of the UN headquarters in Baghdad last August. When I ask her about this tremendous honor, she says, "I am still at heart—and always will be—just a punk kid with tattoos, and I can't even understand how I'm allowed in certain buildings, security-wise. To actually realize that you don't have to have an amazing education and perfect grades, that you can be valuable in this world—that seems so foreign to me. I've realized that if you speak from the heart and you really, truly care about something, you do have a place. If you really care . . . that's enough. That was a really nice discovery for me."

The news of Saddam Hussein's capture broke the same day of our dinner. When I ask Jolie how she feels about it, she says, "I'm so happy he's captured, but there are so many bad dictators and leaders, so many crimes against humanity taking place across the globe. The UN section that I work with is in over 120 countries, and considering I've only been to ten or twelve, I feel like I'm already overwhelmed with the amount of horror that's out there. Then it just starts to get you angry. I'm an actor; I don't know a lot. I'm learning. But if certain things are clear to me, surely they should be clear to other, more powerful people. There's just a massive imbalance in the world."

Jolie has actually just gotten back from a trip to Jordan. She and Queen Noor had met previously, and the two women had been in touch a few times. "She came to the Beyond Borders premiere, and we had a long talk about things we support in common." Queen Noor invited Jolie to visit Jordan and to see for herself the orphanage that she had been telling her about. After that, Jolie traveled for UNHCR to the Iraqi-Jordanian border, which was open to Iraqis fleeing the country.

Jolie seems to identify with the queen in an aspirational way. "She's lovely and amazing. She has this really remarkable understanding of that part of the world and the beauty of that culture and the politics and she's a mom and she's very, very nice. She's a wealth of information—anything you want to understand about the Middle East or the peace process or what's the sadness here, what's the history there. You ask her opinion, and she doesn't have any anger. She seems to be coming from a really balanced place of love."

Those who worked with Jolie on Taking Lives all said essentially the same thing about her UN work, which is that they knew she had other things going on, they saw her dealing with it, she would sometimes talk about it, but you had to ask, she wasn't a show-off. One of the producers, Bernie Goldmann, was the most frank. "I'd see her reading some UN report on the status of refugees, and on the one hand, when you don't know somebody and you've worked in Hollywood long enough, you go, 'Well, this seems like poser, phony bullshit.' On the other hand, this is a woman who's actually doing something. You can bring up almost any political situation around the world, and she's got a defendable opinion, whether you agree with it or not." But, he says, finally, the media "hook on to what the story is. People don't want to read about 'Angelina cares about the refugees.' They want to read about 'Who is she fucking?' "

Jolie's response is simple. "What I find really amazing about that is that somebody would think that I'm actually so focused on the world's opinion or Hollywood or reviews that I would pretend to help people. That I wouldn't get more joy out of actually helping people."

Why do you think people are so cynical about actors' being activists?

I don't know, but you think, My God, it actually stops people from doing good things because they're worried that they're going to be made fun of. It's unfortunate because there are a lot of actors I've met in the last few years who have reluctantly called to say, 'I'm just curious about this, but I don't want to impose.' And you think, How crazy that somebody thinks it's an imposition to want to get involved and help other people. There have also been men I've worked with, great actors, who have said, I'd love to join you, I'd love to learn, I'd love to see this or that, and I think, Oh, that'd be great. And then my second thought is: If we go to some field visit together, we'll be dating. It's unfortunate because it does stop people from being bold."

Before I leave London, I stop by the photo shoot. It is classic Vogue: Someone's fabulous home on Millionaire's Row, just behind Kensington Palace, has been commandeered for two days; there are fifteen people moving things and making things and doing things; and there is Angie, as nearly everyone calls her, in the middle of it all, being fussed over, powdered, plucked, and arranged, and gamely posing. Actually she is breathtaking. But she is not happy. At one point, everyone runs off for a minute and leaves her standing alone, mid-pose, under a spiral staircase. Jolie has had some famous meltdowns on photo shoots when she felt uncomfortable. (Two years ago she explained, "I'd sooner be completely naked with my tattoos showing as a raw human being than dressed up in some bikini, because that's not who I am.") I walk up to her and say, What's wrong? And she stutters and stumbles for a second and then says something like, "This just isn't me." But then I actually watch her, in the minute, shake it off and decide to let it go. After I leave, she poses nude.

Three weeks later Jolie meets me at the bar of my hotel in Los Angeles. She has just arrived from London a couple of days ago and is not quite settled in a big house in the Hills that she rented and is living in with her son, her assistant, and "the guy who works with me on my stunts." It is early evening and we are sitting in front of a fireplace on couches in a dark, plush lounge, drinking red wine. Jolie looks completely different than she did in London. Her hair is down—a great brown mane of waves and curls. She is wearing jeans that are cuffed up into pedal pushers, very delicate sandals with a heel, and a long black gauzy top.

Unlike her less rebellious, more established A-list peers—Renée, Nicole, and Gwyneth—Jolie does not seem interested in cultivating a particular look or following what's happening on the runways. Instead, clothes for her seem literally to be a costume, chosen to suit whatever role—activist, red-carpet denizen, London mom—she happens to be playing at the moment. "I don't know about all that stuff," she says. "I just kind of show up." Fortunately, she's so gorgeous that she manages to look amazing no matter what she throws on her body.

When I tease her about her "L.A. look," she shouts, "This is not me in Los Angeles! I just came from a makeup test! This is not my hair! This is Jane Smith's hair!"

Jolie began work today on Mr. & Mrs. Smith, a film directed by Doug Liman (Bourne Identity) and costarring Brad Pitt. "They were putting Brad and me together and trying outfits on us, seeing how we look as a couple. It's always so silly; you don't know somebody, and in three days you're going to be married. Today was the day we started to become Mr. and Mrs. Smith." Tomorrow, she says, "I have gun training." The film is about a couple who discover they're assassins hired to kill each other. "It's a study in marriage," says Jolie, "and how well you know your partner. They've been living this suburban life for about six years, and they have these very mundane and very average marital problems, and you think they're having affairs, and then you slowly discover that they're both separately hit men. They're enemies and the marriage is a fraud and they're each other's covers, so they have to kill each other."

Casting Jolie and Pitt as a married couple at odds is quite inspired. They could not seem more different. "It's actually a very funny combination," says Jolie. "My opinion of marriage comes from a very cynical place, so the question 'Do you want to kill your spouse?' is a serious thing. And he comes from a place of 'What a funny idea, to kill the person you're married to,' because he has a happy marriage."

It has been quite a while since Jolie has spent any time in Los Angeles. "I kind of keep reminding myself that I should appreciate everything," she says. "I keep waking up with: How dare you complain about anything? Because it's beautiful weather, a beautiful rented house, a nice job with fun people, and it's such a convenient lifestyle here. But I just don't live here anymore, and it does feel foreign to me, which is strange because I grew up here."

Today, at work, she was struck by the preposterous abundance of L.A. "There's just so much of everything here. Even craft services on the set, you just have this huge table full of food. There was a Butterfinger cappuccino maker. In England, they don't have that." She laughs. "So you feel like a kid in a candy store, but at the same time you think, God, I never want to get used to needing this much stuff." She is also acutely aware of the very real possibility of an awkward encounter. "It's strange here, too, because my father [Jon Voight] is here, who I don't speak to, and my ex-husband's here. I go to the grocery store, and I'm just praying that I don't run into anybody. Running through the aisles with my son, just hoping. . . . "

Before Jolie came to L.A., she finished up her final days of shooting on Alexander, the film she says she is most excited about. Jolie plays Olympias, mother of Alexander the Great, the king of Macedonia. It is, of course, a little hard to imagine her at 28 playing Colin Farrell's mother. "I age to 52, and strangely enough—and maybe it's to Colin's credit as an actor—he plays young and I play older," she says. "It didn't feel weird at all. We were very connected to some very intense scenes. Somehow, it's the essence of the story. Olympias is wild. She's quite strong and quite . . . dark. She's an extreme, ruthless character, and yet I loved her."

The cast is classic Oliver Stone: lousy with great actors and oddballs. "I love Oliver," says Jolie. "Whether you agree with him or not, he just has a very strong, clear mind. He is somebody who has lived a very amazing life. He actually understands battle and life and death and friendship and loss and family and brotherhood and country more than most people in this business. We all sat around, me, Colin, Oliver, and Val Kilmer, and we've all been picked on so much as a group. We're ready for shots to be taken! Somebody said, 'For a period piece, what a weird group.' But if you think about it, the Greeks, they were a wild bunch, so it's not that crazy."

As now nearly everyone knows, Jolie and Farrell seem to have bonded. After filming was done, they, along with Maddox, went to Egypt for Christmas. "The three of us woke up Christmas morning and went on camels and saw the pyramids and then spent a few days just exploring Egypt and going to the desert and sleeping outside." Perhaps it's more than just friendship, but, she says, "the press leaves no room for the idea that you would consider one day maybe dating. There's no room for that. We both wanted to see Alexandria and Egypt. He's wonderful. He's a great guy."

You're cut from the same cloth, I say.

"Yeah, we're similar, but, like me, he's not out to get anybody. He's quite open and nice."

Naturally, the trip to Egypt wasn't just a pleasure cruise. Jolie took Farrell along with her when she went to a Sudanese refugee camp in Cairo, bringing winter clothes and toys, and donated $20,000 to help build a community health center.

Now Jolie has to get home to make dinner for her son. Just as we're finishing up she shows me her latest tattoo, something in Arabic on her forearm, which is so fresh that it's still scabby. And then she says, "Oh, by the way, I passed my air-law exam!"

What is it about flying that attracts her so strongly? "I pointed to one area of the map and someone said, 'Well, that's not really charted yet.' And I thought [she draws in her breath]: There's some corner of the world that's not charted? Great!" This is a woman who clearly wants to keep conquering new territory.

Given Jolie's impulsive, effusive nature (witness the sudden end of her very public marriage to Thornton), there is no way of knowing yet whether the new Angelina is the next Audrey Hepburn, who quit acting and dedicated her life to Unicef, or if she's a modern-day Jane Fonda, with a propensity for passionate self-reinvention. The fact that she tells me she actually hopes "my life is drastically different every two years" would seem to suggest that this is only the beginning.

In London, I had asked Jolie where she saw her future going. "I'm not sure I'll be an actress in ten years, but I'm sure I'll still be working with UNHCR." Now, sitting in front of me looking—how did Mark Canton put it?—insanely feminine, she says, "I would love in three years to have a shaved head, 30 tattoos, a plane, and seven children." She laughs. "I'd be happy. And three lovers. I'd be thrilled. That's what I'm working on."

"Learning to Fly" by Jonathan Van Meter has been edited for Style.com; the complete story appears in the March 2004 issue of Vogue.

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