FALL SNEAKS : A Picture of Confidence : After once standing outside the limelight as her mother and sister became country stars, actress Ashley Judd is making believers out of the skeptics.

Producer Leonard Goldberg admittedly had a few presumptions about his dinner guest. She was probably a typical Southern gal, whose knowledge of the world went not much further than the season daffodils bloom and the color of the Appalachian mountains in spring.

But actress Ashley Judd, he came to find out, was no country bumpkin. Familiar with, among others, Camille Pissarro, a French Impressionist known for his landscape paintings, Judd discussed art with Goldberg.

At the dinner table, Judd carried on fluently en francais with two of Goldberg’s French dinner guests. The label of the aged red wine Goldberg served did not escape her notice. When she bid adieu from his New York apartment, she firmly shook Goldberg’s hand and thanked him, making direct eye contact.

This was not the first time strangers had underestimated Ashley Judd.

“You are struck immediately by her beauty and her directness,” Goldberg says. “She seems so in control. I thought to myself, ‘Ashley Judd is a surprise.’ ”

As the star of Paramount’s big-budget action thriller “Double Jeopardy,” the 31-year-old actress may surprise others in Hollywood.

She carries the film, holding her own against Oscar-winning co-star Tommy Lee Jones. Judd, who even does most of her own stunts in the film, hounded Goldberg for a shot at playing the fierce and determined Libby Parsons, a role intended for Jodie Foster until her pregnancy forced her to drop out.

“This is [Judd’s] first lead role in a big mainstream film,” said Goldberg, who produced the movie, scheduled for release Sept. 24. “I think this is going to make Ashley what she was always destined to become--a movie star.” (Though Judd was the leading female in Paramount’s 1997 “Kiss the Girls,” Morgan Freeman carried the film.)

The thriller, filmed in Vancouver, B.C., and New Orleans, begins when Libby is wrongly imprisoned for murdering her husband, played by Bruce Greenwood. While doing time, Libby accidentally discovers her deceitful husband is still alive and living a happy new life with her son and her best friend.

Like a female Rocky, Libby begins her physical training in prison, anxiously awaiting her day of release so she can find her son and confront her scheming husband. She might even kill him, she contemplates, since she cannot be tried twice for the same crime--hence the title “Double Jeopardy.”

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Judd, however, seems unconcerned by talk of the effect this film might have on her career. She maintains the role appealed to her for its content and the artistic challenges the film offered her as an actor.

But with this film, Judd could become part of an exclusive group of bankable female stars like Foster and Rene Russo who can carry big Hollywood action thrillers. After all, smart, sassy and sexy leading female roles are few and far between in Hollywood.

Judd acknowledges that landing a lead role in a major Hollywood production will probably open doors for her--particularly if the film is successful at the box office.

“I am very ambitious and have extremely high aspirations for myself,” said Judd, over jasmine tea and tea cakes at the Peninsula Hotel in Beverly Hills. “A lot of those [goals] can only be met by having a certain altitude of fame.”

Judd’s ability to fit in several worlds at once is vividly on display in the film. At times desperate, sweaty, wearing ragged prison garb, she is transformed into a stunningly beautiful, elegant wolf in chic clothing when the time comes to nail her arrogant prey.

Director Bruce Beresford (“Driving Miss Daisy”) said Judd won him over in their first interview with her charisma and intelligence. “She is very forthright and made no secret of the fact that she really wanted the role. [And] she brought more to [the role] than I thought would be possible. One is always pleasantly surprised when an actor can embellish the role beyond your expectations.”

Robert Mitchum, a friend of Judd’s mother, Naomi, once commented that Ashley’s talent was so subtle he “never caught her acting” in films. Judd’s mother and the late Mitchum had become friends when they met through friends. Mitchum, known for his understated acting, was complimenting Judd on her ability to act in such a natural manner.

Despite her 5-foot-7 frame, she looks petite, not at all as athletic as she appears in some of her latest films. She learned to kick-box for “Kiss the Girls.” For “Double Jeopardy” she has learned to sprint, recently hiring the former head coach of Tennessee State University to train her. She has gotten so fast that her male co-stars in “Double Jeopardy” could not keep up with her in some of the chase scenes.

She appears younger than 31, especially on this sunny afternoon wearing a purple sweater set and hot-pink genie pants. Throughout the interview, she sprinkles her conversation with references to her favorite authors and novels such as F. Scott Fitzgerald’s “The Great Gatsby” and Ernest Hemingway’s “The Old Man and the Sea.” Her inquisitive hazel eyes shimmer with energy and warmth.

“She has grace,” said her friend Salma Hayek. “She is like a woman of another era. She is very strong, but she has a delicacy in her manner.”

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Not born to wealth or privilege, Ashley Tyler Judd had a difficult, impoverished childhood. Her mother, country music superstar Naomi Judd, trotted her two girls around Kentucky and Tennessee in a vagabond-like existence on her long road to fame. Judd once joked that she and her sister Wynonna grew up in the back of their mother’s station wagon asking, “Where are we going now?” Naomi, then a struggling country singer, made some choices as a mother that sometimes caused hardship on the girls, Judd said. The family’s most difficult years came during Judd’s late childhood and early adolescence.

“We didn’t have to live in a house that had uninsulated pipes that froze in the winter and then burst,” Judd said. “But I understand that choice because I would prefer to live in the country in a house like that than in an apartment in town. Those kinds of things amplified our poverty.”

But the poverty was not the only scarring from those lonely years. Judd vividly remembers her mother’s bruised and battered face at the hands of an abusive lover. Penniless, Naomi took her girls to a motel where a kind night clerk gave them free shelter.

Then the Judds, her mother and sister’s country duo, finally hit the big time, and Ashley Judd was suddenly thrust into a world of wealth and privilege. It was a difficult period of adjustment for Judd, who now struggled with being left out of the limelight. She was often alone, usually accompanied by a book.

“I have a lot of tenderness in my spirit for Ashley,” said her sister Wynonna. “I don’t think people understand how hard it was for her. She has a real depth, a real sense of joy and pain because we went through so much as children. She consoled herself with her books and her imagination.”

Dropping out of Kentucky State University before receiving a degree in French, Judd decided to make her pilgrimage to Hollywood. Even though she had been accepted into the Peace Corps, Judd--an honors student--opted to become an actress.

Soon enough, after working the required stint as a waitress at the Ivy restaurant and as a receptionist at an agency in Los Angeles, she broke into the business with supporting roles in television shows like “Sisters” and “Star Trek: The Next Generation.”

But it was not until director Victor Nunez (“Ulee’s Gold”) cast her in his 1993 critically acclaimed independent picture “Ruby in Paradise” that Judd was able to demonstrate her talent.

A sweetly introspective film about a young girl’s voyage to self-discovery, the film offered Judd an opportunity to hone her acting skills. It was a very personal film and one she remembers lovingly.

“I got out of Manning, [Tenn.], without getting pregnant or beat up. That’s saying somethin’,” Judd’s character Ruby explains with a quiet dignity. Those words were uttered with such bitterness and internal rage, it was as if they were emerging from a deep, dark cavity within Judd’s soul.

“I was so poignantly and blindly devoted to that girl,” she said.

Judd’s performance earned her an Independent Spirit Award for best actress that year. From there she was cast as the supportive wife of Val Kilmer’s character in the slick 1995 cops-and-robbers film “Heat.” She was again cast as the supportive, loyal wife to Matthew McConaughey in “A Time to Kill.” In 1996 she received an Emmy nomination for her role as Norma Jean in the HBO movie “Norma Jean and Marilyn.”

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Her studio breakthrough role, however, came with “Kiss the Girls” opposite Freeman. Judd was cast as the brainy beauty who escapes from the claws of a perverted kidnapper. Judd’s character, Kate McTiernan, a doctor, was seen by many as an example of the strong female leads so lacking in mainstream Hollywood fare.

Judd says she has enjoyed jumping from the intimate pace of an independent feature like “Ruby” to slick Hollywood productions. She has learned to let go of the material and to understand acting as a process--which loses some of its parts on its way to becoming a whole.

“Over time you become more of a filmmaker,” Judd said. “The [final edited version of “Double Jeopardy”] that they found in the cutting room is commercial and accessible, and it has the trajectory the audience demanded.”

But as her career ascended, after filming “Kiss the Girls,” something curious began happening to Judd.

She would burst into tears and sob for hours at a time. She would isolate herself, unwilling to socialize. What began as a mysterious bout of depression and fatigue opened up a floodgate of unresolved emotions about her past. Finally, a wall holding back some painful memories came tumbling down.

She confronted her mother and sister about her dysfunctional childhood and how their fame caused her great loneliness. Coming to terms with her anger and resentment was a terrifying experience, she said.

“You walk to the edge and you stand there and you look down into the abyss and things come out of you,” she said. “You make decisions, you turn around and reemerge.”

Although she, her mother and sister came away from the episode closer and united, Judd says she is still struggling with forgiveness.

“You can strive for it, you can have a tremendous will, and it doesn’t necessarily happen,” she reflected. “There is a secret switch for it in some little corner of the universe. I think that forgiveness is probably the most elusive spiritual quest.”

Her life experience has given her perspective, according to Goldberg.

“She has this calmness about her,” he said. “It’s like she could walk through the raindrops without getting wet.”

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This isn’t to say that she has not thrown some starlet-like tantrums. In May, she threw a fit on the set of a Kentucky Educational Television station where she had agreed to act in a small series.

When a local reporter showed up at the invitation of the series’ producer, according to news accounts, Judd lashed into the producer, declaring, “No one takes my picture without my permission or my agent’s approval.” Judd, accompanied by two personal assistants, her dog Buttermilk (who travels with her everywhere) and liters of Evian water, refused to grant an interview to the hometown newspaper.

She has also been rumored to engage in unseemly behavior with some of her co-stars after hours. An alleged midnight skinny-dipping rendezvous in a hot tub with McConaughey fed the hungry tabloids two years ago. Judd’s revealing Oscar evening dress a few years ago also raised eyebrows with a risque frontal slit that nearly revealed her private parts as she sauntered onstage to present an award.

Keeping her personal life out of the rumor mill has been a challenge. Publicly linked to McConaughey and crooner Michael Bolton, Judd has suffered her share of heartbreaks. Her relationship with Bolton in particular was an intense one, in which Judd fell madly in love. Though she is no longer romantically involved with Bolton or McConaughey, she says she re mains friends with both.

“She is such an incredibly passionate person,” Hayek said. “When she falls in love, what can I say? She falls hard.”

Although grateful for the acting opportunities fame can bring, Judd is leery of the intrusive media monster prying into her private life.

Moving from Los Angeles to her family’s estate in Tennessee has helped reduce the media frenzy, but it is still something she struggles with.

“There has to be a break in this culture of celebrity--it has to abate,” she said. “I’m really glad these things didn’t happen to me when I was 18 or 22. We saw what Julia [Roberts] went through. She was like the sacrificial lamb, in a way.”

Wynonna Judd says she is not surprised by her sister’s success. Her focus and intensity have been apparent since Ashley was a child, she said.

“My mother gave us roots and wings. That is what saved us,” Wynonna said. “Ashley has a center. She knows who she is off camera. Now that I’m watching her succeed, I’m so proud. But she’s still the same girl.”