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" She&amp;#039;s wearing huge rollers the size of concentrated-juice cans \u2014 who knew they still made rollers this size? \u2014 and they are stuck all over her head. Most women would look very unattractive in this headgear, but Brooke Shields looks just fine. Just great, actually: There&amp;#039;s more of her flawless, stunning face to see. Even at 44, with two kids, a husband, and an ailing mother to care for, Brooke is still the gorgeous girl whose face has for decades graced magazine covers and been beamed to the world from TV and movie screens.  Even barefoot, as she is today, this woman is a tall drink of water \u2014 six feet tall, in fact. She&amp;#039;s never been rail-thin, and she&amp;#039;s not now, though she looks terrific in the skinny jeans she&amp;#039;s wearing.  She&amp;#039;s in a New York City photo studio to have her picture taken for the trillionth time, but she doesn&amp;#039;t show an ounce of blas\u00E9 boredom. Various attendants buzz around her like the &amp;quot;snip, snip, here; snip, snip, there&amp;quot; beautifiers who doll up Dorothy in Oz, and all the while, Brooke is patient, poised, and cheerful.  &amp;quot;How are you doing?&amp;quot; asks the photographer at one point. &amp;quot;I&amp;#039;m sitting here getting my makeup done, I&amp;#039;m getting my nails done, I&amp;#039;m talking about myself \u2014 it could be worse!&amp;quot; she cracks.  Go behind the scenes of our January cover shoot with Brooke Shields      Then she takes a moment for her daughter. Three-year-old Grier, a blue-eyed redhead whose hair falls in ringlets, has come with her mother (and a helper) this morning. Brooke plays a game with her, putting Grier&amp;#039;s little feet on her eyes and then kissing Grier all over those little feet. And then she scoops her in her arms and kisses her all over her face. &amp;quot;I love you, I love you!&amp;quot; says Brooke to her delighted daughter. Rowan, her 6-year-old, is off at school, but not out of Brooke&amp;#039;s mind \u2014 she&amp;#039;s brought along the blanket she&amp;#039;s knitting for her. Rowan picked out the soft pink-and-white chenille yarn. With a smile, Brooke quotes Rowan&amp;#039;s statement of purpose for the blanket: &amp;quot;She said, &amp;#039;I want to hold this and make myself cozy.&amp;#039;&amp;quot;  Life is pretty cozy for Brooke and family these days: She has the great husband, Chris Henchy; her spirited kids; and the varied, challenging career she always hoped for. But her life mirrors that of many women at midlife \u2014 trying to pack too much into every day, craving more downtime, and wrestling with how to best care for aging parents. Her mom, Teri, has been diagnosed with dementia, adding a bittersweet twist to the story of the mother and daughter who have shared so much success \u2014 and so much turmoil. Handling this new chapter in their relationship is proving to be one of Brooke&amp;#039;s most profound challenges.    Brooke was raised by her tough cookie of a mom, whose marriage to Frank Shields lasted less than a year. Brooke&amp;#039;s dad (who died seven years ago, of pancreatic cancer) came from a privileged, educated family; Teri, as Brooke says, was &amp;quot;scrappy, a street fighter.&amp;quot; Frank might have walked away from Teri, but he left her with a treasure: Beautiful baby Brooke was Teri&amp;#039;s consolation, her joy, her obsession. She showered her with toys and clothes, took her to Broadway shows, gave her piano and ballet and riding lessons.  Above all, Teri kept Brooke close \u2014 very close. Teri made all the decisions, beginning when she started Brooke modeling at 11 months, in an Ivory Soap commercial. Teri chose the sexualized roles that made Brooke famous, and that made many uncomfortable \u2014 the controversial Pretty Baby, in which the 12-year-old played a prostitute; the overtly sexual The Blue Lagoon and Endless Love. (Brooke was also photographed nude, and heavily made up, at age 10, in an image that last year caused the shutdown of an exhibit at London&amp;#039;s famed Tate Modern museum as cries of child pornography were raised.) And, of course, there were the famous and infamous &amp;quot;Want to know what gets between me and my Calvins? Nothing&amp;quot; jeans commercials. And while Teri presented the world with countless images of this alluring child/woman, her real girl was under strict observation: Teri scrutinized Brooke&amp;#039;s manners, forbade swearing, kept her to a 10 p.m. curfew. And, throughout Brooke&amp;#039;s childhood, Teri drank. And when she drank, she could be dangerous; tales of Teri&amp;#039;s erratic behavior and her explosions circulated. She got sober when Brooke threatened to move in with her father if Teri didn&amp;#039;t change her ways. But Teri would take up drinking again, off and on, over the years.  Brooke had, it almost goes without saying, a lot on her mind. &amp;quot;As the classic child of an alcoholic, I was the caretaker,&amp;quot; she says now. That, and the peculiar spotlight of fame, made her situation &amp;quot;freakish,&amp;quot; she offers frankly. &amp;quot;I should have been a disaster,&amp;quot; she says. And yet here she is, with her easy smile; her sharp, self-deprecating sense of humor; and her life and career that she&amp;#039;s &amp;quot;passionate&amp;quot; about. So why isn&amp;#039;t she a disaster? Her best guess is that both of her parents had an innate &amp;quot;integrity.&amp;quot; &amp;quot;The respect I had for her made me want to behave,&amp;quot; she says generously of Teri. &amp;quot;That, and my own character. I have to give myself that, and I&amp;#039;m starting to.&amp;quot; After graduating from Princeton, Brooke knew she wanted more than the career she&amp;#039;d had. &amp;quot;I thought, I&amp;#039;ve got to raise my game.&amp;quot; She turned down movie parts offered to her that would have perpetuated her sexy/sweetheart persona. &amp;quot;The old me felt creepy,&amp;quot; she says, &amp;quot;and I didn&amp;#039;t want to be it anymore.&amp;quot; She immersed herself in acting and dancing lessons; she trained her singing voice. She auditioned for, and got, the role of Rizzo in the Broadway revival of Grease \u2014 and braced herself for snarky critics who might take pleasure in watching the 29-year-old stage newbie fall on her face. &amp;quot;Everybody thought I would suck,&amp;quot; she says with a smile. &amp;quot;I thought, If I get slaughtered, I will cry, it will be horrible, but I&amp;#039;ll have taken another step. And I tried not to think about whether I was talented or not \u2014 I still don&amp;#039;t like to think about whether I have any real talent,&amp;quot; she says with a laugh. &amp;quot;What I did know was hard work.&amp;quot;  Her hard work paid off \u2014 Brooke got glowing reviews for Grease. &amp;quot;I never really turned back,&amp;quot; she says. Other Broadway roles followed, as did Suddenly Susan, the popular sitcom that ran for four seasons and won its star two Golden Globe nominations.    Although she didn&amp;#039;t formally dismiss her mother as her manager until she was 30, Brooke had begun making her own career decisions \u2014 a move encouraged by her then-husband, tennis star Andre Agassi. &amp;quot;He was the one who said, &amp;#039;You need to change it up \u2014 get an agent, maybe move to California, be serious,&amp;#039;&amp;quot; she says. And, &amp;quot;&amp;#039;You need to figure out how to separate from your mom.&amp;#039;&amp;quot; But Brooke had to navigate a more profound, personal separation from Teri by herself \u2014 a long, hard journey that has, in recent years, hit a plateau, at least on Brooke&amp;#039;s part. Teri &amp;quot;never really gave up&amp;quot; drinking, says her daughter, one factor that caused Brooke to go through periods in which she limited her visits with her mother to holidays. &amp;quot;It was fine for me,&amp;quot; she says of those visits. &amp;quot;I think [the lack of contact] was awful for her.&amp;quot;  &amp;quot;For years I&amp;#039;d been trying to change the situation with my mom instead of changing myself,&amp;quot; she explains. &amp;quot;I&amp;#039;d get sucked back in.&amp;quot; What helped her break free? &amp;quot;It&amp;#039;s not one big realization, it&amp;#039;s not just Al-Anon,&amp;quot; says Brooke, who attended Al-Anon meetings in the past and found them helpful. Instead, she says, &amp;quot;you put all these pieces together and say, &amp;#039;I&amp;#039;m done giving all of my emotion and time to it.&amp;#039;&amp;quot; She does, however, add that &amp;quot;you don&amp;#039;t ever have peace with it.&amp;quot; Even now, Brooke says, &amp;quot;I cry over it a bit, then I suck it up and go on. You realize the same problems that were there are still there.&amp;quot; Brooke&amp;#039;s world got bigger once she was out on her own. &amp;quot;I&amp;#039;d experience real happiness and come back, and she&amp;#039;d be miserable. I thought, I&amp;#039;m not responsible for your happiness.&amp;quot; There were losses, too \u2014 the death of her dear friend David Strickland, her costar on Suddenly Susan, in l999, by suicide; the breakup of her marriage to Agassi after less than two years (he recently recounted his version of events in a tell-all book); the death of her father, with whom she&amp;#039;d had a good relationship through the years. &amp;quot;Life happened to me,&amp;quot; she says. &amp;quot;I realized I hadn&amp;#039;t experienced loss [before]. There were other things out there to deal with besides my mother.&amp;quot;  But there was, and is, still quite a lot to deal with on the Teri front. &amp;quot;I have been involved excruciatingly,&amp;quot; says Brooke of her mom&amp;#039;s illness. &amp;quot;No matter how much I would wish it to be otherwise, this is my burden.&amp;quot;  One burden has been financial. Brooke had always made the money, and Teri had spent it. Teri favored real estate, including a Manhattan brownstone and houses in New Jersey. &amp;quot;We just put [the money] in the pot, and we bought houses,&amp;quot; says Brooke. Though Brooke didn&amp;#039;t realize it growing up, once she was more independent she saw that she had to work to pay the bills \u2014 there were no savings. &amp;quot;She lost it all,&amp;quot; says Brooke. &amp;quot;I&amp;#039;m resentful now that she squandered it.&amp;quot; (Brooke has just sold the last of the four houses that Teri owned.)    Alcohol isn&amp;#039;t much of an issue anymore \u2014 Teri&amp;#039;s system can&amp;#039;t handle it. But a new concern has cropped up: As her dementia surfaced, Teri began to wander. &amp;quot;All those years she was in New Jersey,&amp;quot; says Brooke, &amp;quot;I was trying to keep track of her all the time. If I was unable to track her, or when there would be a problem with the law [about her driving], there started to be this level of concern. You don&amp;#039;t want her to harm anyone else, and you don&amp;#039;t want her to be harmed.&amp;quot; After an incident in which Teri lost her license (it&amp;#039;s unclear, says Brooke, whether she had a seizure or whether she was intoxicated), Brooke breathed a bit easier and thought the situation would improve without her mom behind the wheel. But her mother&amp;#039;s dementia, which an indignant Brooke disclosed following an incident in which a tabloid reporter checked her mother out of a New Jersey nursing home for an unsupervised lunch date, has been another burden. Brooke had long felt that her mother should move out of the big house in New Jersey \u2014 &amp;quot;It was a dark, lonely existence...not very healthy for her,&amp;quot; she says \u2014 but when she found Teri heating soup in a ceramic bowl over an open flame, that was it. She moved her into an assisted-living facility in New York City that specializes in memory loss.  Brooke speaks to her mother on the phone daily, though the calls often aren&amp;#039;t particularly pleasant: &amp;quot;Every time she gets me on the phone, there&amp;#039;s this desperation \u2014 &amp;#039;Thank God I got you!&amp;#039;&amp;quot; (Brooke admits she finds herself thinking, &amp;quot;Oh, sing me a different tune. I spoke to you two hours ago!&amp;quot;) And she dutifully visits her mother three times a week. All of the visits, Brooke says, have the same theme: how unhappy Teri is. &amp;quot;She says, &amp;#039;I&amp;#039;ve got to get out of here.&amp;#039;&amp;quot; But this is the best solution Brooke can think of.  Teri is no longer combative with Brooke, as she was in the past. &amp;quot;She&amp;#039;s still as needy, toxic, and scarred as she was,&amp;quot; says Brooke. But &amp;quot;now she&amp;#039;s just broken. She&amp;#039;s just sad.&amp;quot; Still, Brooke makes plenty of time for Teri \u2014 including time for her to be with her granddaughters. For example, &amp;quot;the other day, we all had our nails done,&amp;quot; says Brooke. But the outings are not all fun. &amp;quot;The little one loves her,&amp;quot; says Brooke, referring to Grier \u2014 mostly, she thinks, because Grier and Teri are both at similar stages \u2014 &amp;quot;entirely self-absorbed,&amp;quot; says Brooke with a smile. Rowan, though, gets scared: &amp;quot;She wants the world to make sense, and my mother doesn&amp;#039;t make sense. And [Rowan] also sees me get stressed.&amp;quot;  Understandably so. &amp;quot;The minute I walk in the door, my mother&amp;#039;s usually very judgmental or critical \u2014 I&amp;#039;m fat, or my hair&amp;#039;s too dark,&amp;quot; Brooke says. &amp;quot;And then in the next breath, it&amp;#039;s this crazy, loving, adoring &amp;#039;I love you.&amp;#039; &amp;quot; Brooke smiles, looking for some humor in the situation. &amp;quot;Then she starts calling the kids my name. She thinks she&amp;#039;s 54,&amp;quot; Brooke says with a shrug. Attentive as she is to Teri&amp;#039;s well-being, Brooke acknowledges that her mom is &amp;quot;just not on the top of my list anymore.&amp;quot; She has happily given that spot to her daughters. &amp;quot;From the time I could speak, I knew I wanted to have children,&amp;quot; Brooke says. &amp;quot;It was just an innate desire.&amp;quot; She fought hard to have her first baby, conceiving Rowan after seven in vitro attempts (Grier came about the old-fashioned way), and she&amp;#039;s immensely proud of and delighted by her girls, filling her conversation with anecdotes about them. Rowan &amp;quot;frightens me, because she&amp;#039;s really, really bright,&amp;quot; Brooke says, recalling how Rowan said to her on a family trip to Egypt last year, &amp;quot;&amp;#039;You know, when these pyramids were made, we didn&amp;#039;t exist \u2014 New York didn&amp;#039;t exist, you didn&amp;#039;t exist, I didn&amp;#039;t exist.&amp;#039; And I said, &amp;#039;No, we didn&amp;#039;t.&amp;#039; She said, &amp;#039;I was swirling around in heaven. But don&amp;#039;t be sad, Mom. I had you with me.&amp;#039;&amp;quot; Grier has a similar mom-centric view of life. &amp;quot;The other day she said to me, &amp;#039;Mama, you are my heaven,&amp;#039;&amp;quot; Brooke beams.    Like any thoughtful mother, Brooke is using her past to inform her parenting. She was always her mother&amp;#039;s caretaker, she&amp;#039;s said; now, as a mom herself, &amp;quot;I don&amp;#039;t want my children to be subjected to that kind of caretaking. It&amp;#039;s nice for them, but it&amp;#039;s harder for me,&amp;quot; she says with a laugh. She lets her kids be kids, which means accommodating a certain amount of, well, childishness \u2014 behavior she approves of, to a point. &amp;quot;My biggest problem is that I never really did act out,&amp;quot; she says. &amp;quot;My mother was the one who acted out \u2014 she was the kid, she was the alcoholic. So it didn&amp;#039;t occur to me [to misbehave].&amp;quot;  It occurs to her girls quite a lot. &amp;quot;The other night Grier was just having a fit \u2014 screaming hysterically,&amp;quot; she says. And Rowan, not for the first time, shoved her sister in response. So Brooke stepped in. &amp;quot;I said to Rowan, &amp;#039;You know I love you, but when you do things like that repeatedly, it actually makes me not like you. I don&amp;#039;t know what to do with that, because I&amp;#039;m your mom. So can you help me out? And let me just ask you this: Does it feel good in your stomach, when you&amp;#039;re doing that to your sister?&amp;#039; She said, &amp;#039;No.&amp;#039; I said, &amp;#039;So we know it doesn&amp;#039;t make me feel good; it doesn&amp;#039;t make you feel good. Is there an alternative? You know, I&amp;#039;m not asking you to be more mature than you should be. You are a kid. But there are some things you just can&amp;#039;t do.&amp;#039;&amp;quot;  Brooke by no means disapproves of everything about the way Teri raised her. She&amp;#039;s spoken in the past about how Teri was &amp;quot;all over me&amp;quot; to mind her manners, and said that she&amp;#039;s similarly all over her own kids to do the same, though others might think she&amp;#039;s &amp;quot;overbearing.&amp;quot; (Brooke does, however, recall that Teri, anxious about her own blue-collar upbringing, went overboard: &amp;quot;She read Miss Manners, she memorized etiquette books,&amp;quot; says Brooke with a sigh. &amp;quot;You can&amp;#039;t imagine.&amp;quot;) Still, &amp;quot;I think people let their kids express themselves a little too much these days, actually,&amp;quot; she says. &amp;quot;It&amp;#039;s all sort of, &amp;#039;Let them be!&amp;#039; There are rules.&amp;quot; Says Brooke of her most important rule: &amp;quot;If my girls are rude, it&amp;#039;s over. There is no place in the world for it.&amp;quot; For instance, Rowan has recently been exhibiting some teenage-style attitude, behavior that Brooke finds not at all amusing. &amp;quot;I said to my husband, &amp;#039;You have to get her to stop rolling her eyes at me.&amp;#039; If I can&amp;#039;t get her to stop at 6, how will I get her to not smoke crack and get pregnant at 13? If my word isn&amp;#039;t important to her now, my word won&amp;#039;t matter later.&amp;quot; Brooke&amp;#039;s asking Chris to play the heavy is unusual. &amp;quot;I&amp;#039;m the bad cop,&amp;quot; she says. &amp;quot;It&amp;#039;s not in his nature to be judgmental. He&amp;#039;s so forgiving. That&amp;#039;s great for our marriage, but not great for parenting. With kids, that gets you trampled on.&amp;quot;  Brooke believes in routines; her girls have bedtime routines, dinner routines \u2014 something quite different from her own &amp;quot;gypsy&amp;quot; upbringing. Part of her girls&amp;#039; routine is saying prayers at bedtime. (Instead of &amp;quot;Give us this day our daily bread,&amp;quot; Grier believes the words to the prayer are &amp;quot;Give us this day our barely dead,&amp;quot; a mistake that Brooke can&amp;#039;t bring herself to correct. &amp;quot;I actually like it better,&amp;quot; she says with a laugh. &amp;quot;I feel barely dead sometimes.&amp;quot;) Another part of their routine is going to church. Both Brooke and Chris were raised Catholic, and, though both of them have &amp;quot;issues&amp;quot; with the Catholic Church, their girls are being raised Catholic as well. &amp;quot;I want them to have some sort of base that they can rebel against,&amp;quot; says Brooke.  Brooke is an organized person \u2014 &amp;quot;to a fault, borderline OCD,&amp;quot; she concedes with a smile \u2014 but she&amp;#039;s learned that children conspire against order, and that that&amp;#039;s not such a bad thing. &amp;quot;I would have thought that I would have become one of those parents \u2014 just because it&amp;#039;s my nature to be such a perfectionist \u2014 that anything falling short, I would have seen as a failure. But something has happened to me over the past few years \u2014 it&amp;#039;s not Zen, believe me, I&amp;#039;m not at all Zen \u2014 but I&amp;#039;m so appreciative of even the chaos,&amp;quot; she says. &amp;quot;It&amp;#039;s not about being perfect; it&amp;#039;s about being engaged.&amp;quot;  And engaged she is: Brooke leaves time in her hugely busy day to play with her daughters, even if it&amp;#039;s only a round of Apples to Apples Junior. &amp;quot;It may be for only 30 minutes before bedtime, I may put them to bed and then go to an event, but we do it.&amp;quot; She has her work life as well. &amp;quot;I&amp;#039;m so adamant that being a really good parent does not mean you have to be there 24/7,&amp;quot; she says. &amp;quot;I find that I&amp;#039;m never not thinking about where they are, but instead of it stressing me out, it comforts me to know that I&amp;#039;m completely aware of their schedule, and they&amp;#039;re with someone I trust.&amp;quot; Her sitter sends a stream of text messages during the day, such as, &amp;quot;Gymnastics went well. The girls miss you.&amp;quot;  Brooke gets restless when she&amp;#039;s not working for a spell \u2014 &amp;quot;I think, Oh my God, I&amp;#039;ve got to get a job!&amp;quot; \u2014 and says she&amp;#039;s more patient, a better parent, when she is. And she tries, when she can, to bring the girls along if she&amp;#039;s on location. Last summer they stayed in Boston while Brooke shot her upcoming comedy, Furry Vengeance (a family film due out this April), outside the city. Brooke came home on weekends to be with them, to take them around town, and to watch Night at the Museum with them on the hotel TV. &amp;quot;I became so much more focused when I had children,&amp;quot; says Brooke; she was able to &amp;quot;compartmentalize,&amp;quot; she found, zeroing in on work when she was working and on her kids when she wasn&amp;#039;t.  Work commitments have turned Brooke and Chris into a bicoastal couple. For the past two years or so, Chris&amp;#039;s film and TV work has kept him mostly in Los Angeles; Brooke and her daughters have relocated from L.A. to New York City (she originally made the move to star in Lipstick Jungle, which was filmed in Manhattan and canceled after two seasons; it also brings her closer to her mother). Chris flies to New York City every weekend to be with his family. Lately, Chris has been able to stay in Manhattan while a movie he&amp;#039;s written is being filmed in the city, and Brooke has been working on location. &amp;quot;It&amp;#039;s my turn to commute,&amp;quot; she says good-naturedly.  Still, she clearly loves having her husband around. &amp;quot;He&amp;#039;s extremely patient and ridiculously funny,&amp;quot; she says. &amp;quot;And he has the ability to approach situations head-on and not let things fester. He gives me an incredible amount of freedom, and yet he knows just where to draw the line.&amp;quot; He also helps her when life is overwhelming. &amp;quot;I&amp;#039;m lucky I have an amazing husband,&amp;quot; she says. &amp;quot;Whenever [life] gets frenzied, he has this ability to sort of center us, to speak about what&amp;#039;s important: &amp;#039;What do we know for sure? Let&amp;#039;s start with that.&amp;#039;&amp;quot; He is also, she says, &amp;quot;a crazy good cook.&amp;quot; (Brooke also cooks herself, but tries not to do it in front of him. &amp;quot;Evidently,&amp;quot; she says, feigning being hurt, &amp;quot;I don&amp;#039;t chop right.&amp;quot;)  Brooke also stays busy with her rich web of friendships from high school, college, and beyond. Finding time to see all her friends is hard for her, of course, but they e-mail and talk on the phone. She speaks to her closest friend, a woman she grew up with in New Jersey, at least every other day. While Brooke admits she may forget to send a birthday card to a friend, &amp;quot;I&amp;#039;m the person who remembers the issue they&amp;#039;re going through.&amp;quot;   As for taking care of herself, Brooke goes to spinning classes (&amp;quot;I saw you on your bike, pretending to go somewhere,&amp;quot; Rowan told her mother recently). She doesn&amp;#039;t smoke and is careful to drink only moderately. &amp;quot;I like drinking too much to be told to give it up,&amp;quot; she says.  There&amp;#039;s one other thing she did have trouble giving up: a vision of how life could have been with her mom. She admits to having, until very recently, held on to a &amp;quot;Pollyannaish dream.&amp;quot; In the dream, Teri is happy in her old age. Brooke and her girls meet up with her, and &amp;quot;we go to the movies, and laugh, and then she goes and has her own life. She has her own antiques store...and has all these friends. What I&amp;#039;m left with now is not the dream I&amp;#039;ve been holding out for,&amp;quot; says Brooke softly. &amp;quot;I thought there would be something [positive]. Now \u2014 due to her mother&amp;#039;s &amp;quot;diminishment&amp;quot; \u2014 &amp;quot;there&amp;#039;s nothing.&amp;quot; But self-pity is not Brooke&amp;#039;s style \u2014 she has found a way to accept her mother&amp;#039;s condition. &amp;quot;I&amp;#039;ve decided I always want to think about the good times, and make that her legacy,&amp;quot; she says. To help her remember those, Brooke has been picking out her favorite old photos. One was taken at Brooke&amp;#039;s first wedding. &amp;quot;She was doing this funny dance,&amp;quot; says Brooke softly, &amp;quot;and she was in a moment \u2014 she was laughing, she was shining.&amp;quot;  Still, Brooke recognizes that life is to be lived in the present. &amp;quot;Here is what I do know: I need to start every day fresh,&amp;quot; she says, &amp;quot;and I need to count my blessings.&amp;quot; "^^<http://www.w3.org/2001/XMLSchema#string>
<http://www.goodhousekeeping.com/life/inspirational-stories/interviews/a12669/brooke-shields-interview/>