"Cheesy?" I responded.

"What about the Palm or Dan Tana's?" she counter-offered-mentioning the two Los Angeles boites that serve as my Toots Shor and Stork Club, respectively. But now that I see her out of wardrobe-in jeans jacket, pink tank top, tan pants and flip-flops-I wonder whether her lust for meat is too good to be true. Is this her calculated attempt to set herself apart from all the veggie-burger-eating, Meryl Streep wanna-bes?

My edginess around Miss Theron is not unfounded. The scene from her body of work that most spooks me is that unsettling moment in The Devil's Advocate in which she stands up in church, drops a sheet to reveal her pneumatic curves and informs Keanu Reeves that she has just had sex with Satan. The image haunts me not for the usual (pause-reverse, pause-reverse) reasons but because the spot where the scene was filmed happens to be in the same church, in the same pew, where my great-aunt sat during my wedding. Now, as she and I settle into our booth, you'll forgive my thumbnail for nervously scratching my platinum band in my hope that it can ward off Miss Theron's impish charm light. After all, it's a charm light that has blinded countless men more immune to the wiles of actresses than I am. In fact, her admirers among my cinematic heroes are legion. She's drunk apple martinis with Robert De Niro in his trailer, worked with Woody Allen twice, and she graces the screen in Robert Redford's latest opus.

But as the waiter approaches, I am confident my little Rorschach test-you are the cut of meat you order-will unmask her as a run-of-the-mill starlet. Surely, it's just a matter of time; she'll chew a few bites of filet mignon, make a round-trip to the ladies' room and upon her return to our cozy booth request a doggie bag for her two cocker spaniels.

"The porterhouse, please," Theron says to the waiter, ordering twenty-eight ounces of cow without batting an eye.

Afraid of getting sand kicked in my face for weighing in with a mere twenty-four-ounce rib eye, I up the ante with a side of hash browns, and in a moment of chick-friendly largesse I ask for our spinach to be steamed.
Charlize makes a face. "Don't you want the creamed spinach?" she asks me, suspecting that this is not how I would normally order it.

"Yes," I mumble. "Yes, I do." And just like that, I have succumbed to this devil girl who doesn't just look like the stars of old; she eats like one, too. Her charms do not stop there, however. She drinks. She smokes. She can swear like a stevedore, and she can tell me who is the best butcher in L.A. She gambles, golfs and won't let me leave the table until we've ordered a slab of chocolate-mousse cake. It's no wonder, then, that she is becoming the moll for a murderer's row of up-and-coming leading men.

Indeed, since her first substantial role, in 1996's 2 Days in the Valley, Theron has added Tobey Maguire, Ben Affleck, Mark Wahlberg and Matt Damon to her list of costars. "She's funny and loud and loves to laugh. She's not the girl sitting in the corner worried that no one's talking to her," says Damon of his on-screen love interest in this month's The Legend of Bagger Vance. "I think she'd much rather have a beer and shoot pool than sit around and talk about Fassbinder."

A little Teutonic gravitas might be just what the career doctor ordered, however, for now that Charlize is at the end of that show-us-your-tits hazing Hollywood demands of its aspiring leading ladies, she will have to start delivering the kinds of performances that will force the town to view her as more than a brick house. Glamour will only get you so far, and her serious dramatic roles (like that of Candy Kendall in The Cider House Rules) have been damned with faint praise.

"I still have moments where people say, 'I don't think she's right for this," Charlize tells me. "Getting the part of Erica in The Yards was an incredible fight. It was not a part that people automatically thought I could do," she says of the drama that took her to the Cannes Film Festival last summer.

Nevertheless, Theron takes the long view and tries to enjoy those moments when her life imitates the girlhood fantasies she concocted at the drive-in, sitting on a blanket with her mother beneath the inky South African night. At 25 she has lost all traces of her native Afrikaans accent, and she has lived out a trifecta of schoolgirl dreams: She modeled in Milan, attended the Jeffrey Ballet School in New York and, for the past three years, has earned the right to say "I'm with the band," because she dates Third Eye Blind's face man, Stephan Jenkins. Any one of these- model, ballerina, band-aid-would be enough to lend an air of fabulousness to an entire lifetime. And some would suggest that these thrills are the Fates' recompense for Theron's having survived a horrific childhood tragedy. But she doesn't see it that way. Introspection's not her bag. She just feels blessed, or, as she puts it, "I feel like the squirrel that never has to worry about a nut. It's like I have my own personal nut machine. There's just this unlimited supply of nuts."

TONIGHT CHARLIZE HAS invited me along to witness a rite of passage in the life of any ascendant Los Angelena: the ditching of the beat-up sport-utility vehicle for the new sleek black European touring sedan. As Theron sashays into the Beverly Hills dealership, she is presented with red roses, and the head salesman starts bantering with her about their mutual friend John Frankenheimer. The hard-driving director of The Manchurian Candidate has served as the actress's de facto automotive adviser ever since they worked together on 2000's Reindeer Games.

"John and I were having dinner at Matteo's the other night," Theron tells me, throwing out another tough-guy establishment-this time a red-sauce joint where sightings of Dean Martin -were once plentiful. "And John was selling me on this car. He wants me to go to race-car-driving school. He was telling me, 'Don't worry. I've got a guy who can fix tickets."

The car dealer ushers Theron into his office so she can get Frankenheimer on the line, and I am left alone to chat with Theron's mother, Gerda, about her Honda and adjusting to life in Southern California. After a year and a half in L.A., she not only still exudes a frontierswoman vibe ("She found out she was pregnant with me after she was in a skydiving accident," Theron tells me) but also remains preternaturally close to her daughter. Gerda moved to town after selling the family road-construction business in the small town of Benoni, South Africa. She lived with her daughter for a year before getting her own house a few minutes away from her daughter's Hollywood pad. But she still follows Charlize on location and rents a house with her.

As a kid, Charlize was a tomboy-riding motorbikes, running track. A treat for mother and daughter was going to the drive-in together. "We would go without really knowing what was playing," Charlize says. "During the week, it was old revival stuff. And then on Fridays, they would show what was new from Hollywood. Sheena, Queen of the jungle changed my life. I loved Say Anything... and Dirty Dancing" Her mother had a fan's crush on Roger Moore. Charlize had a debilitating one on Tom Hanks, to the point where she hated the mermaid in Splash.

As Charlize returns to the showroom floor, she takes the wheel of her new car. "Today you look like a real lady," Gerda tells her, before Charlize buzzes off the lot. It's a picture-perfect scene. Watching, however, I get a different reading on the mother-daughter vibe, in light of the chat Charlize and I had during a languorous four-hour lunch poolside at the Mondrian hotel a few hours earlier. Before we met, conversations I'd had with her friends and colleagues convinced me there was something unspeakable, something tragic, in Theron's childhood. Finally, in the midst of her gamely answering my routine bio questions about costars, directors and her life, it occurs to me: She never speaks of her father.

"Is your dad alive?" I ask.

"He died in a car accident," says Theron.

For most of the hour we have been speaking, she has been nestling comfortably on a divan. Now she tenses up, and her normally luminous blue eyes lose their sparkle.

"Really?" I ask, because her response sounds unusually wooden for such an animated performer.

"When I was 15, my mother shot my father in self-defense," she says, abruptly changing her story. ' "Were you around?"

"It happened when I was at the house. It happened over a weekend, so I was there for the whole thing. My dad was an alcoholic."

There is an awkward silence. She fixes me with a look that is alternately defiant and plaintive, a look that seems to say Is this really any of your business? Then her eyes return to their full hue, and she is back to her public self.

Within weeks of her father's shooting, Theron's mother entered her in a modeling contest in Johannesburg. Charlize won, and her prize was a trip to Positano representing South Africa at the International New Model Today competition. She won again, and that led to steady modeling work. Even though she was only 16, she dropped out of her boarding school in Johannesburg and began a life of her own in Milan. Her mother stayed with her for three months, then went back to the farm to sort out her affairs. However, to this day, it's clear that Theron feels that yin-yang tension familiar to anyone who has survived a devastating childhood tragedy: She wanted to flee the scene, but she felt guilty about abandoning those she left behind.

"When I was in Europe, I felt very, very selfish about leaving- extremely selfish about it. But I really knew that it was now or never. So of course it's a priority wanting to make everything good for my mother now," says Theron.

In essence, from the moment she left South Africa, failure for her was not an option. Failure meant going back to a dark place. So modeling became the first step on a journey that would take her as far away from the farm as she could get.

THERON'S JOURNEY FROM Milan to millionaire actress reads like the jivey copy from an old Hollywood fanzine. After modeling she went to New York with the goal of dancing professionally. Shortly after arriving, however, a bad knee ended her dream. So she left New York at 19 and landed in a Los Angeles fleabag called the Farmer's Daughter (insert your own bad joke here). For months she sustained herself on modeling jobs and extra work (Theron devotees may wish to rent Children of the Corn IV). Then a bank teller refused to cash her out-of-state check, and her resulting temper tantrum caught die eye of talent manager John Crosby, who at die time also represented Rene Russo. Crosby sent her on auditions, including one for the Elizabeth Berkley role in Showgirls. A few months later, she got her first part, in director John Herzfeld's 2 Days in the Valley. A short time later, she won over Woody Allen, nabbing a part as a naughty model in Celebrity.

"I had asked her to do the scene after her character has been shot, and she comes into the house bleeding" is how Herzfeld remembers the moment Theron became an actress. "We were in this tiny office,and Charlize came in literally dragging herself down the hallway. I don't think she had ever been in a frame of film, but you could see she had it."

Sixteen movies and five years later, she has played blond, brunet, redhead, platinum, northerner, southerner, easterner and midwesterner. But landing the role of a Queens native in The Yards was her opportunity to graduate from chick-of-the-flick status and share dramatic moments with grandes dames Faye Dunaway and Ellen Burstyn.

During our dinner at the Palm, Theron and I talk about that generation of actress. Sitting in a cramped Queens kitchen playing scenes with the stars of The Exorcist and Chinatown was a career highlight, she says, for she loved working opposite women who consistently deliver what she calls "acting where there is an urgency to it, without your sitting in the audience going, 'Ooooh, there's an urgency to it. You can feel it in your heartbeat." Working on this On the Waterfront-like drama about corruption in the New York City transit system was grueling, yet the only static that director James Gray got from her was when he asked her to do a topless scene with Joaquin Phoenix. "She became very uncomfortable with me on that day. She was very unhappy," says the director. "She was resistant to the idea, and she said to me, 'We're doing work that's above this. Why do I have to do this now?' In the first cut of the film, I left it out, but I put it back in because I needed to establish a level of tenderness between Joaquin [who plays her fiance in the film] and her."

Offscreen Theron's main source of tenderness is her musician boyfriend and a tight circle of friends she made in Los Angeles before her career took off. "We'll drink a bottle of wine and eat steaks with Gerda at the bar at Ruth's Chris, or we might just drive around in the car screaming our heads off to Radiohead or Stephan's band," says Cindy Evans, a costume designer who's been tight with the actress since they worked together on that thing you do! "She has this alter ego we call Suzie Homemaker. She gets this look in her eye, and she might clean or rearrange the house for eight hours."

When their schedules permit, Theron and her beau split their time between the Hollywood Hills and San Francisco (the duo met backstage when she went to see Third Eye Blind perform at the Hard Rock Cafe in Hawaii). A musician-actress romance comes with its share of challenges beyond who picks the CDs in the car, but their worlds are intersecting more. Jenkins has a part in Mark Wahlberg's next movie, Rock Star. They have talked about kids, but she evokes the Susan Sarandon-Tim Robbins model for raising a family. "I had the desire to get married once in my life, and it was when I was 18 years old and I fell in love with someone for the first time. When you lose your virginity, you just think, Well, I gave it up to you, and now I want to marry you and have your kids," she says.

Theron is young yet, still in that first whirl of stardom. And as the last bites of chocolate cake are cleared away from our table, Theron talks about how there are moments when the speed with which her career has taken off can still knock her long legs out from under her. Like on the first day of shooting Men of Honor in Portland, Oregon. As she was getting into character as De Niro's trophy wife, her cell phone rang. She answered it and heard Robert Redford's voice offer her the female lead in Bagger Vance. "So I've got Redford in one ear talking about this movie he wants me to do, and I'm having dinner with Robert De Niro that night," she says. "There are these moments in my career that I'm not quite sure they've happened. They are like dream sequences."

Sadly, as Theron and I stroll to the valet stand outside the restaurant, that less-than-dreamy sequence from The Devil's Advocate pushes its ugly way to the front of my imagination again. And as we exchange a friendly peck good-night, I think I can almost forgive the sweet starlet beside me for what she did in that church, in that pew. Yes, Miss Theron is a charming dinner companion. And after all she's been through, she deserves to be a twenty-eight-ounce, USDA-prime movie star. But a girl who can sell a line like "[The Devil] fucked me, and I think I wanted him to" may be a little too bewitching for me to bring home to meet my great-aunt.