Here are a few things we know about Tom Honks: he's a two-time Oscar winner, a devoted husband to wife Rita Wilson, and a performer skilled and charismatic enough to carry an entire film by himself (remember Cast Away?). But here's one thing we didn’t know about him: he’s extremely punctual. The first actor to arrive at our shoot, Hanks, 46, got to the location on Culver Studios’ Stage 12 in Los Angeles a full halfhour early. V.F. staffers assumed he had read the call time incorrectly. But, no, the easygoing star just decided to show up sooner rather than later (unheard of in Hollywood). He was accompanied by his teenage niece, who turned out to be a major Brad Pitt fan. In true avuncular fashion, Hanks jumped behind the camera and snapped pictures of the two. As for his day job, upcoming projects include Robert Zemeckis’s animated feature The Polar Express (Hanks is voicing the conductor), and The Ladykillers, which will represent his first time working with the Coen brothers. -KATIE SHARER

The preternaturally affable Tom Cruise, 40, also came to V.F.’s cover shoot with family in tow—in this case, his children: Isabella, aged 10, and Connor, 8. Accompanying him as well were long hair and a full beard, grown for his role as a Civil War veteran sent to Japan to train the emperor’s army in Warner Bros.’ The Lust Samurai, which he has been shooting in New Zealand (and which will be released in December). Flashing his killer smile, Cruise reminded everyone why he has a reputation as America’s most energetic movie star: while the rest of the A-list gentlemen were getting dressed, Cruise organized a handstand competition with his son and crew members. After the onehour shoot wrapped, Cruise jumped on a plane, heading back to New Zealand for more work. -PUNCH HUTTON

The safety of our cover shoot was ensured by the presence of an official Teton County, Wyoming, Sheriff's Office deputy, one who also may be the biggest box-office attraction in movie history— Harrison Ford. The man with the famous deadpan drove himself to the shoot, walked in camera-ready—and then cracked a few grooming jokes. (Otherwise, when it came to comedy, he was quietly content to join the appreciative audience for Jack Nicholson’s nonstop stand-up act.) Ford, 60, is keeping busy. His future projects include: Narc director Joe Carnahan’s A Walk Among the Tombstones; Ron Shelton’s cop comedy, Hollywood Homicide, with Josh Hartnett; a biopic about martyred, swashbuckling foreignaid worker Fred Cuny; and, most tantalizing, a fourth Indiana Jones film, reportedly set in the 1950s.

After 45 years in the business and three Oscars—plus another nomination this year, for About Schmidt—it’s no surprise that even among this group Jack Nicholson, 65, got a lot of attention. Arriving in a long coat and baseball cap, Jack emerged from his changing room dressed to kill in Tommy Hilfiger and seemed to be in a particularly festive mood. Flanked by fellow Hollywood heavyweights, the cigarsmoking Jack was game for whatever Annie Leibovitz wanted: “Annie, you want me to look which way? Over here? ’Cause I’m looking at Tom’s crotch—I got the fullfrontal!” The jokes were constant, the laughs were many, and, at the end of the hourlong shoot, Nicholson—who will soon be on-screen stealing scenes from Adam Sandler in Anger Management—was off to his next engagement: his daughter’s playoff soccer game. -LAURA RANG

Brad Pitt lived up to his laidback, heartthrob billing at our photo shoot. Not only did the 39-year-old drive himself to the set with a bag full of his own favorite clothes tossed in the backseat (hardly standard operating procedure at a shoot where hundreds of jackets, shirts, pants, belts, and shoes are made available for the subjects), but even at a closed location—free from the usual hordes of adoring fans— he still attracted an admirer (a slight security breach—see Tom Hanks, above). The reluctant sex symbol will next be seen, appropriately enough, as Achilles, the archetypal Figure of seeming invincibility and secret vulnerability, in the Warner Bros, epic Troy, directed by Wolfgang Petersen and due out in 2004. -MATT TRAINOR

A haircut was all Edward Norton wanted before the V.F. cover shoot, but he heeded a fervent “No!” from Annie Leibovitz, who liked his thick locks just the way they were. Known for keeping his private life precisely that, Norton, 33, nevertheless proved to be one of the chattiest of our cover men. And now that he has swapped numbers with Don Cheadle, Norton will spend time this spring writing the script for Motherless Brooklyn, based on the book by Jonathan Lethem. Also on Norton’s plate: The Painted Veil, from the Somerset Maugham novel. -JENNIFER MASSONI

Jude Law, 30, is an exception to the rule that a young male movie star must always dress like a mechanic from San Bernardino. Law’s blue blazer and pink socks were a hit with V.F.’s stylist, who demanded he not change a thing for the shoot (though he did borrow a pair of Prada shoes from our staff for the Golden Globes ceremony). Spared wardrobe chores, Law used his downtime to read a script, something he’s apparently been doing a lot of lately. This year he’ll have three movies in theaters: Marlowe, in which he will play William Shakespeare to Johnny Depp’s Christopher Marlowe; Cold Mountain, costarring Nicole Kidman and directed by Anthony Minghella; and The World of Tomorrow, a science-fiction thriller, which is Law’s first movie as both star and producer. -ABBY FIELD

When Samuel L. Jackson arrived for the shoot wearing an orange Day-Glo tracksuit, complete with fluorescent orange hat and shoes, he confirmed his status as Hollywood’s king of style. Redressed in more muted tones, he was directed to lean against a wall and look good—a cinch for Jackson, who has been a commanding presence in far more demanding roles. The 54-year-old has been averaging four movies a year, but if the pace strains him, it doesn’t show. He’ll be seen in the upcoming thrillers S.W.A.T. and Blackout, and this year his Pulp Fiction fans can look forward to two reunions: one with John Travolta in this month’s Basic, and another with director Quentin Tarantino, whose Kill Bill is out in the fall. -LINDSAY BUCHA

The inconspicuous Don Cheadle drove up to the V.F. cover shoot in a fairly conspicuous Toyota Prius, an eco-friendly hybrid. That’s one way to get noticed in Los Angeles, but not the only way. This winter, aside from starring as an unusually prolix football fan in a memorable series of commercials for the N.F.L., Cheadle, 38, made a splash at Sundance as a prison teacher in The United States of Leland, which will arrive in normal-person movie theaters later this year. This summer he’ll be back at work, co-starring in an adaptation of Elmore Leonard’s Tishomingo Blues for a director named ... Don Cheadle. (It will be his first time on that side of the camera.) Once designated “the most gifted actor you’ve probably never heard of” by his friend George Clooney, Cheadle is working hard to prove him half wrong. -CAITLIN MORLEY

Decked out in one of his bespoke Savile Row suits, Hugh Grant, 42, looked perhaps a little too much the dapper Englishman when he arrived at the shoot. But looks can be deceiving. Grant’s more raffish side was on display moments later when, after changing into jeans, he kicked off his shoes and revealed mismatched socks. Within 24 hours of the shoot, the peripatetic actor had attended the Golden Globes (where he was nominated for About a Boy), joined the late-night after-party circuit, and hopped on a jet to start his international press tour for Two Weeks Notice. In November, Grant will be back on-screen, reteamed with Richard Curtis (who wrote Four Weddings and a Funeral and Bridget Jones's Diary), in the romantic comedy Love Actually. -LAUREN TABACH-BANK

With a stellar 2002 in his hip pocket, what with The Rookie and Far from Heaven, it’s no surprise Dennis Quaid was his cheerful, relaxed self at the shoot. “Never been happier” were his exact words. And with three more films on the way, the crooked-smiling 48-year-old Texan has good reason to continue emanating chipperness. Sometime this fall, Quaid will star opposite Sharon Stone in Cold Creek Manor, a Mike Figgis thriller. Then there’s Tomorrow, a would-be science-fiction blockbuster about a paleoclimatologist who tries to save the world from global warming; the director is Roland Emmerich, of either hit Independence Day or flop Godzilla fame (take your pick). And make a note to remember The Alamo, due out in December, with Quaid and Billy Bob Thornton trying to hold down the fort. -DAISY HO

It didn’t take Ewan McGregor long to warm up in front of Annie Leibovitz’s camera. In fact, he and she have a well-established intimacy-after all, she shot him in a kilt for the December 1998 V.F. cover. (Anyone who saw him in 1996’s The Pillow Book can claim to be fairly intimate with him as well.) When it was all done, McGregor, 31, had an hour to kill chatting up the crew before catching a plane to Mobile, Alabama, where he’s working on a new Tim Burton film, Big Fish. (His other upcoming projects include a neo-Rock Hudson-Doris Day comedy, Down with Love, and Young Adam, an erotic Scottish drama—don’t laugh.) With McGregor, not much had changed since his last V.F. cover shoot—the same unself-conscious attitude, the same unself-conscious look (jeans, T-shirt, white socks, and beige *" shoes). Well, there was one new thing: a fresh heart-and-dagger tattoo on his right shoulder, which he happily showed off. -ANDERSON TEPPER

At 32, Matt Damon is a busy man. On the night before he was shot for this year’s cover, Damon flew in from the Sundance Film Festival. Once he was done posing for V.F. he was on a plane to Japan for that country’s opening of The Bourne Identity. His willingness to squeeze in events and people suggests that Damon, who plays a C.I.A. agent with amnesia in that movie, has not forgotten his roots. Five years after he and best friend Ben Affleck won an Oscar for the script of Good Will Hunting, the two are helping aspiring filmmakers follow their dreams of breaking into the movie business, thanks to a second round of Project Greenlight for HBO. (The series sponsors a competition that awards amateur writhis best ers and directors with a $1 million budget from Miramax and a guaranteed release in theaters in exchange for being reality-show fodder.) And, speaking of strong ties, after he got back from Japan, Damon began shooting Stuck on You, a movie about twins joined at the hip; he’ll be sharing his anatomy with Greg Kinnear. -FRED TURNER