Walsh Flowers Private practice star Kate Walsh is in full bloom.

Go behind the scenes of our cover shoot with Kate Walsh SEE THE PICS »

Black-and-nude tulle V-dress by Catherine Malandrino ($2,900). Visit catherinemalandrino.com. Tangled up chain necklace (price on request) and black onyx and pavé diamond oval ring in sterling silver ($2,450), both by David Yurman. David Yurman, 40 East Oak Street, 312-787-7779.

She's just wrapped up her second season of ABC's Private Practice, the heavily promoted Grey's Anatomy spinoff that Walsh won through the surprising appeal of her highly flawed character, Dr. Addison Montgomery. The role has taught her all about the thin line between love and hate, a theme that runs through all of the show's characters. "All the things that we want to judge… it's like, ‘judge not lest you be judged,'" she says. "It's this awesome combination of people who are totally fallible and yet completely sympathetic. And just when you think, I can't stand this person!, they're flipped over like a bug on their back and you think, Oh, I see them struggling. I see their humanity."

Arriving at our late-March photo shoot in oversize sunglasses, no makeup, a baggy sweater and leggings (looking a lot like those tabloid photos that seem to capture her performing every mundane task—including, in the days before the shoot, widely published pictures of her walking into a Los Angeles church), she bounces into the dressing room, scrolling through two big racks of gowns and enjoying the simple fun of trying on designer clothes.

She puts on a slim-fitting, burnt-orange one-shoulder dress by Couture Couture and smiles broadly, striking a pose in the mirror so we can all appreciate the flirty '50s vibe (think Christina Hendricks in Mad Men). "This makes me feel… rahr," she says grinning into the mirror. "It's got a little ‘rahr,' as they say," she giggles. "A little kitty."

Walsh recently chopped her long red hair to chinlength ("I was tired of the Victoria's Secret hair," she says), and she's working this new look to the hilt. Another dress—a deep-plum gown by Pamella Roland—elicits her enthusiasm as well: "It's got a high sass level," she says.

	TOP: Black structured jacket by Dolce & Gabbana ($1,895). Visit dolcegabbana.com. Feather skirt by Maria Pinto ($3,465). Maria Pinto, 135 North Jefferson Street, 312- 648-1350. Black zipper pump by Calvin Klein (price on request). Visit calvinklein.com. Black onyx and pavé diamond oval ring in sterling silver ($2,450), Deco black onyx albion ring in sterling silver with pavé diamonds ($1,500), Moonlight Ice ring in sterling silver with pavé diamonds (price on request) and Graphite Ice dangle earrings ($995), all by David Yurman. David Yurman, 40 East Oak Street, 312-787- 7779. White-gold bangle by Robert Vogelsang ($15,000). Available at A. Marek Fine Jewelry, 3021 Butterfield Road, Oak Brook, 630-954-2662. BOTTOM: Tulle nude-and-black gown by Monique Lhuillier ($3,200). Visit moniquelhuillier.com. Nude pump with crystal detail by Brian Atwood (price on request). Available at Neiman Marcus, 737 North Michigan Avenue, 312-642-5900. Graphite Ice dangle earrings by David Yurman ($995). David Yurman, 40 East Oak Street, 312-787-7779. White-gold estated diamond ring ($15,500). Available at A. Marek Fine Jewelry, 3021 Butterfi eld Road, Oak Brook, 630-954-2662. Classica yellow-gold and diamond cuff ($22,000) by Buccellati. Available at A. Marek Fine Jewelry, SEE ABOVE. Flower bracelet ($10,550) by Vendorafa. Available at A. Marek Fine Jewelry, SEE ABOVE.

"Sassy" also describes the 41-year-old. Her unlined face and lithe figure don't betray her age, and she says she looks better now than she did in her 20s. A native of San Jose, California, and Tucson, Arizona, Walsh attended the University of Arizona before moving to Japan to teach English conversation, briefly modeling modeling on the side ("I was too big for everything, kind of like being a yellow lab in a dollhouse"). She moved to Chicago in 1991, where she spent five years learning her craft at the Piven Theatre Workshop and performing with the Chicago Shakespeare Theatre.

"Chicago and Seattle were the two cities that had great theater," Walsh says of her early attraction to the city. "I came to do Happy Birthday, Wanda June at the Stage Left Theatre. It was the only play Kurt Vonnegut ever wrote, and he lived in Indiana, so he came to see it. Then I stayed in Chicago because I just loved it."

Her acting classes with Jeremy Piven's late father, Byrne—who encouraged "being in a state of play" while on stage—were seminal to her development as an actor, she says. "When I landed in Chicago and worked with Byrne Piven, that was home for me."

Piven's focus on the ensemble, story theater and an improv approach to acting affected Walsh deeply. "I love New York theater, but in Chicago there's such a respect for the ensemble. That's one of the biggest differences. Everyone is throwing down seriously and are amazing at their craft but they're all serving the play, not themselves. There's a love for storytelling. As an audience member you can really get lost in the story."

There's another way the Chicago theater scene left its mark: Grey's Anatomy and Private Practice casting director Linda Lowy is married to Steppenwolf Theatre Company cofounder Jeff Perry. "She's a big fan of Chicago actors," explains Walsh, crediting her Chicago connections to helping her land the coveted role of Dr. Addison Montgomery in 2005. Lowy also cast Chicago actor Paul Adelstein in the role of Dr. Cooper Freedman on Private Practice. It's not the first time he and Walsh worked together. "I got him a job waiting tables with me at Café du Midi on Damen [in the mid-'90s]," she says.

Considering the cast and meaty subject matter on Private Practice, it's no surprise she loves her job. "It's not a bad way to make a living. It's kind of surreal—I don't think anybody grows up thinking they're going to fake-make out with really hot guys on television."

Her passionate scenes are "a strange hybrid of making it look real with 60 people on the crew watching," she says. "Eric Stoltz directed an episode where I was kissing Dr. Noah [played by Josh Hopkins] in a doorway, and Eric was standing in that doorway literally right next to me, and he was so close I could feel his shoulder. So I get to kiss this really hot guy, and there's this other really hot guy telling me what to do… it takes a village, you know."

The direction of her real love life, however, hasn't been as idyllic. Though not quite officially single, a divorce is imminent, and Walsh seems ready for what comes next: dating. At the shoot she dishes about a cute athlete she just met, and jokingly refers to herself as a "cougar." But love isn't at the top of her priority list.

She'll spend the next couple of months shooting a movie until the next season of Private Practice begins filming in July. But, she says, "There's a part of me that just wants to enjoy life. And I'm doing some volunteer work, but I don't want it to be about publicity. [She refrains from saying more about it except that it's at "a hospital with babies."] "Like anybody I have my moments of feeling very low—disenchanted or discouraged—and one of the best ways out of that for me is to be of service."

And what about being chased by the paparazzi on a now-daily basis? "Actors are so exposed. It's hard to deal with. Nothing prepares you for it, and part of the job becomes keeping perspective. It's a little weird that I leave my house and paparazzi follow me around. I'm hugely grateful to the fans of the show, and if people want to buy a magazine and take a look at a picture of me walking to the dry cleaners, that's awesome. It's human nature—I still pick up magazines and I'm like, Oh, wow, what's she doing?"

Though the last few months haven't been easy, Walsh says her inner strength is drawn from a few sources. "I have a God and I have faith. You have to have some kind of spiritual life. I'm very, very close with my brother and my community of friends. And my pets—they're all rescues. I have Billy and Pablo, the orange tabby cats. And my dogs Lucy and Rosie, they're both mutts. They bring me so much joy, it's a little embarrassing."

It only makes her seem that much more human. ||MA

Kate's Private Practices

"A very famous casting director told me, ‘You don't have it, you'll never make it.' If I were to listen to any of that…. I've always been too big-boned for this business. I think it's crazy. We're not runway models—we're actors. We're human. As much as we're obsessed with perfection, what audience members fall into are people's imperfections."

"I like to eat. If I try to diet it always backfires and I eat more. I can't starve myself or deny myself. It's about portion control for me. I try not to emotionally eat, but that's not to say that I don't have my late-night chocolate. There's always a chocolate bar in the refrigerator."

"I'm very much into alternative medicine. I try to get acupuncture regularly because it really helps me stay healthy."

"I started doing Pilates 10 years ago as physical therapy for lower-back pain. My little dream come true moment was when I got to build a home gym with a Pilates studio."

"I always say people get exponentially better looking when they come to LA. Actors are like plants: We live in a sunshine state."

"I'm in better shape now than I was in my 20s. When I lived in Chicago, I enjoyed the Chicago portions."