A look back at ELLE's 2012 cover girls

Katherine Heigl

Arriving at the shoot with her mother, Heigl wore platform Fendi wedges with black jeans, a tank top and a sequined jacket.

On her public perception: "I've never really been America's sweetheart... I had 'em for a second thinking maybe I was. And then I opened my mouth, and it was very clear I wasn't. There's so much of my mother's caustic, sarcastic, irreverent take on things. But I also love and embrace it."

FROM ELLE: See More Photos From The Katherine Heigl Cover Shoot

Drama Queen

Inspired by the glam girls of the 1970s, ELLE Creative Director Joe Zee fashioned Heigl after a sexy Studio 54 Jerry Hall.

On dealing with the demands of Hollywood: "I overdramatize. And I think everything is at stake—my life, my career, my family—if this movie doesn't do well."

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Sovereign State

For the shoot, Heigl relaxed as if in a post-party pose and sipped wine to get into character.

On seeking approval: "I'm just that a--hole who really wants everyone to like me, and it's a ridiculous goal and it's an impossible goal. But I think if I just keep pushing forward and showing myself through and through, they will see me again for what I really am and not what has been sort of spun about me."

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Lace Case

Looking elegant, Heigl goes for a black lace dress, which gets punched up with a big cat bag.

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Reese Witherspoon

Witherspoon arrived in laid-back staples: J Brand jeans, Ralph Lauren riding boots, and a 3.1 Phillip Lim bag.

On thinking she wouldn't marry again: "Jim said, 'I'm gonna show you every day what a good partner is… I'm going to take care of you. I'm gonna do this so much that you’re gonna get used to it.' I was like, I've never had anybody like that in my life."

ON ELLE: See More from the Reese Witherspoon Cover Story

Moneymaker

Stylist (and good friend) Mario Grauso's inspiration was the quintessential beach girl with a smoldering smoky eye and glowing, sun-kissed skin.

On earning a reported $15 to $20 million per film: "Every time they call and talk to me about money, I get embarrassed about it. A couple of women finally made me feel better: 'To get what you're making, do you know how much money people are making off of you?' I'm like, 'Oh, oh, okay.'"

FROM ELLE: The Best Hair in America 2012

Joy Ride

Taking refuge from the hustle and bustle of L.A., Carter Smith shot the three-time ELLE cover girl at architect Harry Gesner's Malibu estate.

On living a less-than-perfect life: "No one's life is perfect, and I'm sick of whatever tabloid stuff or this or that story tries to portray. My life is just as realistic as everybody else's. Whoever thinks someone has a perfect life, I'm so eager to dispel that."

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Strictly Business

While attending ELLE's 18th Annual Women In Hollywood Tribute, Witherspoon pumped up the sex appeal with a feminine bra underneath a lacy top and sophisticated suit. And with jade green drop earrings? Can we say pop?!

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Blake Lively

Lively arrived at Manhattan's Milk Studios in black legging jeans, tasseled flats, and candy-colored cocktail rings. On set, she dressed fresh for spring in a bright white stretch dress by Victoria Beckham and gossips about her breaking roll into stardom.

On Gossip Girl: "I wouldn't have the opportunities I have if I wasn't on this show. We're at this point now where it's the homestretch and for the first time, we feel the end."

ON ELLE: Read More From ELLE’s Blake Lively Interview

Play Time

Creative Director Joe Zee pulled inspiration from Marilyn Monroe's 1952 workout portraits by Philippe Halsman and dresses Lively in an Isabel Marant net shirt over a red linen tank top.

On the men in her life: "I've had four boyfriends in my whole life. I've never been with anyone that's not a boyfriend. I didn't have a boyfriend until I was 17. If I spend time with a man, it's because they are somebody that I know well who has been a friend for a while. I've never gone on a date. Maybe I'm too shy."

Rock Steady

Looking fit for the Olympic swim team, Lively sports a swimsuit by Michael Kors. While Justin Timberlake's FutureSex/LoveSounds played, her Maltipoo, Penny, wandered the set.

On what she looks for in a man: "Confidence is sexy. When you see a man who's completely comfortable in his skin, it puts you at ease. You feel safe. You feel like you could trust him. You feel protected. You also feel like you can be yourself because nothing is going to rock him either way."

Plum Perfect

Lively wowed in a purple-hued laser-cut suede Marchesa dress from the Spring 2011 collection when attending the National Board of Review of Motion Pictures Gala in New York City. Taking the color combination to the max, Lively accessorized with turquoise drop earrings and a statement bracelet.

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Jessica Simpson

In an ELLE exclusive, Simpson revealed the sex of her baby! "She."

Simpson arrived at Milk Studios in Los Angeles wearing a Roberto Cavalli wrapdress, Lanvin wedges, and a YSL leather bag, looking very much the fashionista.

On getting into the fashion industry: "Going into clothing was such a natural transition for me. Every time I think I'm gonna be photographed, I wonder if… it'll help 'em put somethin' together."

ON ELLE: Jessica Simpson: Billion Dollar Baby

Family Bond

Simpson’s fiancé, Eric Johnson, stopped by for an intimate portrait à la John and Yoko before whisking his woman off to a cozy dinner at Mr. Chow.

On being in Hollywood: "I've been in this business so long that I'm set in my ways…It's just that I know who I am, and you kinda can't mess with that. I'm a go-with-it girl. I have a blast makin' fun of myself and falling on my face and then getting up again."

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Feline Fever

Simpson steps out during her pregnancy in NYC-appropriate attire: layers of black with a hint of leopard—one of Simpson's go-to prints.

Heidi Klum

On taking chances in the industry: "Sometimes you just have a few shots at it. I didn't want to blend in and be a quiet mouse."

ON ELLE: Read More From the Heidi Klum Cover Story

Model Behavior

On her first Victoria's Secret show: "I had to grow some balls pretty fast. I was trying to fit in, but I really didn't. I was just pretending. That's what you learn in this industry. You're always being looked at and judged. You have to learn to accept that."

Weathering the Storm

On the end of her relationship with Seal: "I feel like I'm in the eye of the tornado. It's emotions inside of your body that are a tornado. And then the outside world doing all this craziness—with you wanting it or not wanting it—is another tornado. But as hard as it is, so is life … a curveball just comes at you … It hits you in the head from the side that you didn't expect."

Peachy Keen

Klum goes nude in a Calvin Klein column dress at the Golden Globes. Accented by a bold turquoise necklace, the sleek look brought warmth to the January event.

Rihanna

For her ELLE cover shoot, Rihanna went bold and blond and wore couture pieces from Atelier Versace and styles from Balmain and Jil Sander.

Rihanna on her style: "Everything I do, I do because I want to. Sometimes I'll wear something and think, I'm going to get so much flack for this tomorrow, but if I want to wear it, I will. If I dress sexy, then I'm a slut; if I dress sophisticated, then I'm a grandma. At the end of the day, I just wear what I want to wear."

See More Photos From The Rihanna Cover Shoot

White Hot

ELLE Creative Director Joe Zee created a Havana-like backdrop (actually a windswept ranch just north of Los Angeles), which set the scene for our sexy heroine's fiery affair with a salsa dancer.

Rihanna on her breakup with Brown: "It gave me guns. … They know more about me than I want them to know. It's embarrassing. But that was my opening. That was my liberation, my moment of bring it."

Evening Hours

Rihanna on finding a man: "I feel like it's hard for everybody! I don't think it has anything to do with being famous. There's just a major drought out there. I don't know. I guess I'm challenging, because my job seems to affect every relationship I have or try to have. Even with people I think should get it, you know? That seems to be a big factor; it's always an issue. But I just need to find the person who balances me out, because then things like my schedule won't matter. I've done it before, so I know I can do it again."

Going Green

Wearing a plunging, custom forest-green Giorgio Armani gown and Tom Ford python heels, the singer stuns at Stella McCartney's fall presentation.

Kristen Stewart

Stewart arrived at Milk Studios in Los Angeles on a crisp morning for a shoot that played up her chic androgynous side. Menswear-inspired Balenciaga pieces mixed with feminine styles from Prabal Gurung and Jason Wu for a boy-girl vibe.

On the gold ring rumored to be from Robert Pattinson circling her index finger: "Everyone wants to know. Everyone knows already—it's ridiculous."

ON ELLE: See More from the Kristen Stewart Cover Story

Role Model

Creative Director Joe Zee set the stage for a shoot inspired by the provocative photographs of Helmut Newton.

On regretting her sheltered upbringing: "You can learn so much from bad things. I can't wait for something crazy to happen to me. Just life. It's one of the reasons I want to act. I love living in different worlds, because a lot of times, mine is pretty nice and easy."

Bedroom Behavior

An opulent French hotel bedroom was constructed exclusively for Stewart's cover shoot. The young actress drew inspiration from stylish trailblazer Loulou de La Falaise, who was the fashionable muse to Yves Saint Laurent and fitting for a French boudoir scene.

Borrowed From the Boys

Loved for her tomboy ways, Kristen stepped out in a fitted blazer, flared skirt and edgy brogues at a recent movie premiere.

Selena Gomez

Creative Director Joe Zee decided to play dress up with Gomez in everything from YSL to Balmain to Dolce & Gabbana (seen here).

On being the first Latina to lead a Disney TV series: "Growing up, [teen idols] were all blond, with light-colored eyes. I didn't realize how important it was to represent my background until parents of Latin descent started coming up to me. Then it clicked. I can represent a different generation and a different culture."

ON ELLE: Read More From The Selena Gomez Exclusive Interview

Real World

NARS lipstick in Jungle Red was used to give Gomez a fire-red lip.

On growing up poor: "I can remember when our car got stuck on the highway because we'd run out of gas money." Still, her mother "saved up to take me to concerts. She took me to museums, aquariums, to teach me about the world, about what's real."

Star Struck

For a day of fun in the sun, Joe Zee went for easy, yet youthful pieces to keep the star age-appropriate yet chic.

On seeing Jennifer Lopez in Selena at age 5: "I made a bustier out of a bathing suit that I dyed black. I put glue and glitter all over it, and I wouldn't take it off."

Short Cut

Showing off her gams in an ivory tulle Marchesa minidress, Gomez kept it sweet for the MTV Europe Music Awards.

Katie Holmes

On being in her 30s: "I definitely feel much more comfortable in my own skin. I feel sexier. I think in my twenties - it's like you're trying too hard to figure everything out...I'm starting to come into my own. It's like a new phase."

ON ELLE: See More From The Katie Holmes Cover Story

Me, Myself & I

On Tom: "He has been Tom Cruise for 30 years...I know who I am and where I am and where I want to go, so I want to focus on that."

Clean Lines

At the Emmy Awards, Holmes was the epitome of minimal chic in a cobalt-blue Calvin Klein gown with an ultra-flattering racer-back cut. A skinny belt and a messy ballerina bun added that little something extra.

Katy Perry

On her career: "I love what I do, and when I don't love what I do, I'll make a change… I can't be the candy queen forever."

On relationships and marriage: "I obviously have a lot to say right now… I'm a woman who likes to be courted—strongly. Never say never, I guess you'd say. I'll let love take the lead on that."

Role Play

On being a role model: "I have no regrets… I'm not going to be everything to everyone. I can't tell a person when it's time for them to have sex. Or if they should have a cigarette… But I try to live my life with a lot of integrity, and, hopefully, that sends a message."

Britney Spears

ELLE Creative Director Joe Zee styled Spears in dramatic designs reminiscent of McQueen and Pucci. Striking statement pieces paired with bold jewelry resulted in a fearless, devil-may-care look.

On her laid-back style:

“I love my jeans and my sweats- I’m really just a tomboy at heart. So it’s really hard for me to be like Kim Kardashian and be makeup- and hair-ready every time I go out of my house. I’m not a believer in that, you know? On the other hand, when you do wear those sweats, you’re like, Oh God, I should step it up a notch.”

ON ELLE: See More From The Britney Spears Cover Story

For the Gold

On her relationship with Jason Trawick:

Jason Trawick tells ELLE Britney made the first move in their relationship: “It was kind of one of those things where she moved, like, turned around, so we were face-to-face, and then-” Britney’s response? “Okay, that’s enough information, sweetie. It was sweet, just say that.”

In One Ear

On dealing with paparazzi scrutiny:

“I guess I’ve been under the microscope so long that I don’t even pay attention to the nonsense anymore. I gave up getting upset about things people make up about me a long time ago.”

Going Platinum

In preparation for The X Factor, the singer also reportedly requested 34 Herve Leger ensembles before settling on this fire engine red dress for the show's second season of auditions.

Women In Hollywood

In its 19th annual Women in Hollywood issue, ELLE presented nine top leading ladies, including Sarah Jessica Parker, Emma Watson, Octavia Spencer and Elle Fanning.

ON ELLE: Read More from ELLE's Women in Hollywood Cover Story

Sarah Jessica Parker

On Carrie Bradshaw and future roles: "I don't love the idea of playing another woman who loves fashion and is slightly flawed in New York City. I loved Carrie, and I don't want to do the poor man's version of her. And while those are often the lucrative things to do, it's more reason to look in the other direction."

Body Work

Parker's Fashion Week look? A fitted jersey dress by Diane von Furstenberg, perfect for showing off her trim figure.

Emma Watson

On Harry Potter fame: "I just knew, from the moment I read Harry Potter and the Sorcerer's Stone that I was meant to play that role…I put one of the Potter films on the other night. And it was amazing to me that I had done all of that. I have to remind myself every now and then."

Business or Pleasure?

Watson looked all grown-up in a sleek black pants and fitted white blazer. The black heels—with their gold ankle chains—give the look its final touch of sophistication and strength.

Octavia Spencer

On standing up for herself: "Early on I had to stand up to a producer—I won't say who, but he is famous, famous. He dressed me down in a crowded office. I told him right there in front of a hundred people, 'You don't know me well enough to use that tone.' And then I ran to the bathroom and cried like a baby."

Puttin' On the Glitz

The Oscar winner wowed in a hand-beaded Tadashi Shoji gown on her winning night.

Elle Fanning

On having a normal childhood in Hollywood: “I can’t really remember my life without movies... [Growing up in Hollywood] is no different really. I make movies the same way other kids play tennis or go to piano lessons. I’m trying to get better at what I want to do, just like other kids are trying to get better at what they want to do.”

Sunny Side Up

At the Critics Choice Movie Awards, Fanning went for sprightly and springy in a sunflower-happy Rodarte dress.

Jennifer Lawrence

Despite her composure on ELLE's cover, the Hunger Games star admits she needs to work on saying whatever comes to her mind. “I never know what’s going to come out of my mouth, and it’s horrible. I don’t find it positive in any way. When I get older, I’ll be more mature and poised. And I’ll have control over my mouth. One day, I’m going to grow up…When we leave, I’m going to have a knot in my stomach. I’m going to be like, ‘Oh, did I say something wrong? I’m going to get in trouble!’”

ON ELLE: Before the Games: Jennifer Lawrence

Hot Bod

Lawrence has an enviably toned physique, but don't expect her to follow the Hollywood waif trend. “I’m never going to starve myself for a part… I don’t want little girls to be like, ‘Oh, I want to look like Katniss, so I’m going to skip dinner,'" she told ELLE. "That’s something I was really conscious of during training, when you’re trying to get your body to look exactly right. I was trying to get my body to look fit and strong—not thin and underfed.”

Taming Tresses

Hairstylist David Babaii amped up Lawrence's natural waves with IT&LY Purity Design Pure Texture, then shifted gears to a wet-hair look by cocktailing leave-in conditioner and hydrating serum.