HOLLYWOOD - After winning an Oscar for her portrayal of country music legend June Carter Cash in 2005's "Walk the Line," actress Reese Witherspoon was looking for other ways to challenge herself. So the petite performer turned her sights to producing. She already had some producing experience with the 2003 sequel to "Legally Blonde." Now she's tackled her first independent feature, "Penelope," a fairy tale about a girl cursed with a pig's snout instead of a nose. (See Gary Thompson's review, Page 50.)

Witherspoon, 31, got the script about three years ago from her producing partner, Jennifer Simpson. Simpson had read the screenplay by TV writer Leslie Caveny ("Everybody Loves Raymond") and passed it along to Witherspoon, thinking she might want to develop it as a starring vehicle for herself. Witherspoon considered tackling the title role but had too many commitments and decided to cast someone else while producing through her company, Type A Films.

That "someone else" turned out to be indie darling Christina Ricci, whom Witherspoon has known for years.

"We grew up auditioning together," recalls Witherspoon, adding that the two would commiserate after losing roles to other actresses.

Witherspoon initially worried that Ricci might balk at wearing an unflattering prosthetic snout for most of the movie, but she was delighted with Ricci's enthusiastic response.

"She just came in and she was so excited about it. She said, 'I want to wear the pig nose,' " recalls Witherspoon with a laugh. "And she looks so darn cute with it."

As Penelope, Ricci is the only child of a wealthy London couple. Though she is smart and musically gifted, she has the misfortune of having a pig's snout - the result of a curse placed on her family a century earlier. Only if she finds true love can the curse be lifted.

Penelope's parents (Richard E. Grant, Catherine O'Hara) fear her appearance will scare away any would-be suitors. Hoping to boost their daughter's chances of attracting a beau, they offer a huge dowry and invite well-to-do prospects to visit their estate. The offer draws the attention of Max ("Atonement's" James McAvoy), a down-on-his luck gambler who passes himself off as an aristocrat in hopes of getting his hands on Penelope's dowry. But his crafty plan is upended when he meets Penelope and discovers that beauty is in the eye of the beholder.

McAvoy was cast for this prior to his star-making turns in "The Last King of Scotland" and "Atonement." It was Ricci who suggested the then-unknown actor for the role of Max.

"I tease James now, telling him, 'I got you when you were cheap,' " says Witherspoon. "We were just lucky to get him when we did."

Witherspoon has a supporting role as a free-spirit Penelope meets when she ventures outside her gated estate for the first time. Witherspoon's Vespa-riding Annie reveals to the sheltered girl what it's like to be her own person and not try to be what others expect.

Witherspoon says that playing a supporting character (instead of the lead, for a change) was "kind of freeing. I got to wear the funny hair and just be ballsy and funny," she says.

Of course, that doesn't mean Witherspoon didn't carry the weight of the film on her tiny shoulders. It simply meant she carried it in other ways.

"We had to figure out things like, how are we going to get distribution?" she says.

As producer, Witherspoon was involved in all aspects of filmmaking, from financing to casting to post-production. She also worked closely with director Mark Palansky, making his feature-film debut.

"I got to learn a lot about editing and music, things I don't normally get to touch," she recalls.

She also got her first crack at riding a Vespa on the streets of London.

"It was tough because I'm height-challenged," says the 5-foot-2-inch star. "They tried to lower the seat as much as they could, but my feet still didn't touch the ground."

So the Vespa was hauled behind a rig for many of Witherspoon's scenes.

What she lacks in height, Witherspoon makes up for in sheer spunkiness. Born in Nashville on March 22, 1976, Witherspoon hails from a family of doctors. At age 7, she got her start in show business, appearing in TV commercials. In 1991, she made her film debut in the coming-of-age story "The Man in the Moon." While in high school, Witherspoon appeared in "Jack the Bear," starring Danny DeVito, and Disney's "A Far Off Place."

She quit acting to attend college at Stanford but returned to Hollywood for the 1996 thriller "Fear." Witherspoon's status as a superstar was sealed when her southern-flavored romantic comedy "Sweet Home Alabama" racked up more than $100 million at the box office. She joined the A-list crowd with the success of "Legally Blonde" and its sequel.

Her performance in "Walk the Line" earned Witherspoon dramatic credibility, and an Oscar.

Witherspoon plans to continue acting and developing projects through her production company. She may even try her hand at directing sometime soon.

"I'm inching towards it," she says coyly.

"Be afraid. Be very afraid." *