In the annals of Hollywood success stories, Penélope Cruz's rise to stardom is typically described as quick and easy-maybe a bit too quick, and too easy. According to the standard version, Cruz, the daughter of a mechanic and a hairdresser, broke out in her native Spain in the mid-Nineties and then found her way to Los Angeles, where her natural charm and exotic-Bambi allure instantly scored her a spot as America's next top Latin ingénue. Before long the young actress was appearing alongside A-list kingpin Tom Cruise in Vanilla Sky and-bingo!-moving into his Beverly Hills compound. Even though she eventually moved out, and her career went sideways for a while, with roles in duds like Sahara and Bandidas, Cruz kept right on working, not to mention dating Matthew McConaughey, until the buzz about her acting talent finally drowned out the gossip about her love life. Thanks to a bravura performance in Pedro Almodóvar's Volver, as a working-class mother in a clingy cardigan, Cruz snagged an Oscar nomination and had critics hailing her as a 21st-century Sophia Loren.

That take on the actress's biography is neat and tidy, but according to Cruz, it leaves out a few key details. Like the moments on the set of her first English-language movie, The Hi-Lo Country, when she locked herself in the bathroom, crying, because her English was so iffy that she didn't understand what her castmates were saying. Between films she used to hole up at L.A.'s luxury Sunset Marquis hotel with the two stray cats she'd found on the street. "Many times I would pick up the phone and realize there was no one to call, because I didn't have any friends," she remembers. Cruz still gets practically ill if she goes to the Sunset Marquis and tries to venture past the bar. "I cannot even look at those rooms now," she says. "I have a weird physical reaction. Everything comes back from those years."

Of course, there's little reason for Cruz to hang out in West Hollywood hotel rooms anymore. She has a house in Los Angeles and another one near Madrid, where she's currently shooting Almodóvar's next film, Broken Embraces. On a warm May afternoon, as she settles into a seat on the terrace at the Madrid Ritz, Cruz is the picture of low-key poise, dressed in jeans and a white T-shirt, her head capped with a cylindrical wicker object that on many people would look like an upside-down wastebasket but on her looks like what it is-a chic straw hat.

Just seconds after she sits down, however, Cruz's composure is tested when a Chanel-clad woman approaches with a camera and a young boy in tow. The woman tells Cruz that her son just celebrated his First Communion and is dying to have his picture taken with her. Cruz, polite but skeptical, turns to the kid and asks him if he actually wants a photo. "I don't care," he says with an embarrassed shrug. So Cruz declines the request, and the woman walks away. "You know what? That boy doesn't even know who I am," Cruz says. "He was very uncomfortable. I don't like it when people use their kids for things like that."

These days Cruz makes it clear she is not someone who says yes too easily, whether she's on or off duty. After many years of signing up for what seemed like any movie that came her way-"always rushing from set to set, with the insecurity that comes with being an actor," as she puts it-she's getting pickier about her projects. Two new English-language movies, out in August, show off some of her best work yet.

In Vicky Cristina Barcelona, the blithe romp from Woody Allen that was an out-of-competition favorite at the Cannes Film Festival, Cruz is a kind of latter-day Carmen, all histrionics and extreme mood swings. The story follows two American friends (Scarlett Johansson and Rebecca Hall) in Barcelona who both fall for a seductive painter (Javier Bardem, Cruz's real-life boyfriend). Cruz plays Bardem's ex-wife, Maria Elena, who moves back in with him while recuperating from a suicide attempt; in short order she embarks on a ménage à trois with him and Johansson, fires a pistol in a jealous rage and erupts in any number of wild tantrums. Allen, who wrote the part specifically for Cruz, had never seen her onscreen until Volver. "I thought, My God!" the director recalls in Cannes the day after the Vicky Cristina Barcelona premiere. "She's just a great actress, with such charisma. And she's beautiful in a way that you can't quite understand."

Cruz says the role was a particular challenge since she'd never played anyone so unhinged: "Maria Elena is completely unstable in every way. She doesn't have a second of peace in her mind." On the set, Allen worked in his usual rapid-fire way, with few takes and no rehearsals. Cruz, a perfectionist to a fault, wasn't sure she was delivering and kept asking the director for more takes. Allen always complied, but he says it wasn't necessary: "Penélope is like one of those kids at school who says, 'Oh, I did terrible on that test!' And the results come back, and they're 100." After a few days of shooting, Allen trusted Cruz and Bardem enough to let them improvise explosive arguments in their native Spanish, even though he doesn't speak a word of the language. ("They were just acting up a storm, and I had no idea what they were saying," Allen recalls. "I just thought, I'm sure it's great.")

Cruz's other new film, Elegy, is based on the Philip Roth novel The Dying Animal, about a doomed affair between an aging college professor (Ben Kingsley) and a younger but wiser Cuban graduate student (Cruz). The professor is a renowned wit who's an expert on everything except his own self-destructive flaws; Cruz is the dream woman he pushes away. In one powerful scene, Cruz, who's just been diagnosed with cancer, strips for Kingsley so that he can take some topless photographs of her before her surgery. Kingsley says the scene called for a particularly subtle kind of vulnerability that is very difficult to convey. "For that you need intelligence, stamina and great taste," he says. "Penélope has those three qualities in abundance." Director Isabel Coixet (The Secret Life of Words) adds that it's a testament to Cruz's talents that a nude scene can be so unerotic. "When she takes off her blouse, it's the least sexual moment in history, even though we're seeing the most amazing body," Coixet says.

For Cruz, who considers Philip Roth "a genius" and signed on for the film five years ago (the project went through several directors and male leads, including Al Pacino), Elegy is primarily a study of the tragic effects of cowardice. "It's about the fear that makes you sabotage your own happiness, just in case it gets ruined later," she says. "We all know what that is like."

Cruz seems to know particularly well. A self-professed "control freak," she admits, "I'm always finding very tricky and hidden ways to sabotage any beautiful moment. And it's something so internal that I don't think even my friends or family can catch me doing it. But I catch myself doing it. I've had that battle since I was a little girl." She has a name for it: "the monster," a negative inner voice that chimes in just when things are threatening to be perfect. "It's like, Uh-oh, here it is again, the monster!" she says. "Go away and leave me alone!"

Coixet, a fellow Spaniard, has an idea about where the monster comes from. "As grounded as Penélope is, I think there's always a little Penélope inside of her saying, 'You're not having the life that a hairdresser's daughter should have,'" Coixet says. "It's the imposter syndrome, and the most talented people I know have it. It's also what helps give Penélope's performances so much depth."

Cruz says the monster can lurk practically anywhere, but clearly one place where it loves to feed is in the media. In recent years, when the tabloids weren't speculating about Cruz's on-set flings, film critics were making even harsher judgments about her career choices and English skills. (Her European work earned consistent praise.) Now early reviews for her two new films are particularly strong, just when she's learning to ignore them. "I try not to go on the Internet and read about myself," she says. "It's a guaranteed way to get angry for no reason. You start looking at yourself from the outside, from the wrong place. And everything is out of proportion. The good things, the bad things-everything."

But even if she manages to avoid her film reviews, Cruz has a harder time keeping the paparazzi off her radar, particularly when they are stationed outside her house. In previous interviews, she's put a sunny gloss on the unavoidable downsides of her job, including the celebrity gossip mill. When the topic comes up today, though, she drops any pretense of diplomacy. "I think it's disgusting," she says. "It's dangerous and nasty, and bad for our society in so many ways. And it's getting worse every day."

As Cruz tells it, her gripes aren't only about the daily invasions that she herself has to confront. "It affects me directly, but I really believe that this culture of gossip affects our society on a much deeper level, on an ethical level," she says. "It's what kids see and hear every day, and it will affect future generations in ways that we cannot even imagine." The problem is particularly bad right now in Spain, where celeb-trash TV shows are hugely successful, and where Cruz's relationship with fellow local hero Bardem is a two-for-one tabloid dream.

"In Spain these TV shows are on for maybe 17 hours a day," says Cruz. "They are very cheap to make because they just have somebody running after people in the street with a camera, provoking them, insulting them. They're just waiting for more and more drama, you know? Unless they have a dead body in front of them, it's not enough. I mean, it is just beyond crazy and completely unacceptable."

Since she first became famous, at age 18, Cruz has avoided dishing out any personal revelations in the press. "I never talk about my private life to journalists," she says. "Never. I have a total right to protect it, and I never mess with that." As a result, the instinctively chatty actress has to dodge certain innocuous topics; even a question about what she's doing this weekend prompts her to pause and gaze out over the Paseo del Prado, calculating how much is okay to reveal. (The eventual answer: rehearsing with Almodóvar.) She stays mum about her relationship with Bardem, though when asked about his acting abilities, she blurts out: "I think he's the best actor alive. I think he has an amazing talent." (The two first worked together in 1992, when they costarred in the farcical Spanish melodrama Jamón, Jamón, and Cruz says, "I saw it in the very first scene we did together.")

Regardless of where things head with Bardem, Cruz says she's finally interested in learning what it is that people do when they're not on film sets. "Right now I feel ready to do one movie every year or two," she says. "One that I really feel 100 percent excited about. And then dedicate the other time to other things. Living, you know, life." Cruz, who turned 34 this past spring, has wanted to adopt children since she was a little girl. "It's something that I've thought about a lot," she says. "But I don't know. I feel like I still have a lot of time." More immediately, she says, she plans to do some spontaneous traveling-maybe even take off with a backpack for a few months. "I've never done that," she says. "I've traveled to so many countries for work, and I realize when I leave that I haven't seen anything."

Before she buys a Eurail Pass, however, she still has two back-to-back projects to finish. The first is the Almodóvar film, a dark love story in which she plays the lead. Then comes Nine, a movie version of the Broadway musical, from director Rob Marshall (Chicago). Cruz, who will portray the seductress Carla, studied ballet as a kid in Spain, and she recently spent a day working with Marshall on the choreography. "In one day my hands were already peeling," she says. "When I saw that I said, you know, 'This is happiness.' Working with your body and sweating and bleeding."

Through all her endeavors, Cruz says she operates with one vow in mind: Never give in to fear. "I'm very strict with that," she says. "I try not to run away from things because I'm scared of them." That might mean accepting a role that terrifies her (in Nine, for example, she'll be doing her own singing for the first time) or confronting a friend with an unpleasant truth. "When you feel you have to say something to someone," she says, "and your heart starts going fast because it could be controversial, I always vote for saying it."

It also means facing up to the monster. That pesky inner killjoy, Cruz has realized, will always be hiding in her consciousness somewhere, but she's finding new ways to outwit it. "With time, you get more at peace with it," she says. "I used to get very upset about it, and very angry at myself. But now, when it comes, I just send it away."