How come you agreed to do this shoot today?

Carol: I was bored. I had nothing else to do, launching my skincare line, writing my third book, and my boyfriend just got back to town … I was bored. 

What do you write about?

I wrote my first two [books] on the modeling industry, trying to teach the new girls coming in that there’s more to this than just finding a photographer and fucking him. This is my third on raw food. It saved my life. At 34, I thought I was finished. Fine lines, wrinkles, dry skin, gray hair, gaining weight and not eating anything! I mean I would eat a potato and I’d be two pounds up the next day. It was horrifying. I just turned 50, I can’t even imagine what I would have been like if I hadn’t changed over. 

Well you look incredible. What’s it like to have such an amazing body? 

To me, I don’t have the body. When I was in high school I was a fat little chubby thing and nobody cared. Always the face, never the body. My body’s never been my best asset. It’s kind of weird that I did Sports Illustrated and the posters and calendars because I never really felt sexy -- like a sexy model. 

We asked everyone to bring a meaningful item to wear. What's yours?

Well, the shorts are meaningful because I was madly in love with this Formula One driver and we were away in Borneo and I shot those shorts, just kidding around, and shortly thereafter he died in a Formula One crash. He cut the shorts on me, which is why they’re so high in the back! And I was never able to throw them away.

What pills do you take everyday?

I take 127 pills a day. 

Literally?

Yeah, I do. I take pancreatic enzymes, I take supplements like crazy, every pharmaceutical grade … A, E, D -- a lot of D -- pancreatic enzymes, thymus, thyroid, hypothallmus, selenium, multivitamin, multimineral mix, herbal digestive aids. I do that because I ultimately had some very serious health issues that I had to deal with. I’ve made more damage to my body dieting than I was able to bring back. My body has no reserves, so I have to give myself those reserves everyday.

And that’s a side effect of modeling?

It was a side effect of being an idiot and listening to people who have no clue about the health of the body trying to tell you how to diet. Beverly Hills Diet: Eat all the fruit. I mean I was throwing up blueberries!I was starving all the time; I didn’t lose a pound! Now I look at who says to eat like this. If there’s not a person standing behind it that’s 70 that looks 50 or 40 or 30, then I ain’t touching it. Because Dr. Brantley, who taught me raw, looks like he’s 20. 

Who else in this story do you wanna make out with?

I’m sorry, don’t ask me that question. The only person I wanna make out with is my boyfriend. I gotta tell you after 12 years together, he still turns me on. I still look at that face and I just wanna grab those ears and plant a big one on him.

That’s great!

I just love him. And I let myself. I feel like a lot of people feel guilty when they really let themselves love someone, because they’re afraid they’re going to get hurt. My Formula One driver died, my husband divorced me, my brother died, my father died, my prom date died, people go. People go on. We still go on. You gotta try to not be afraid.

"Oh hiiii, don't mind me. Just an iconic supermodel in short-shorts." Burberry Prorsum cotton crochet jacket with contrast leather sleeves, $2795; www.burberry.com Diesel scoop neck t-shirt, $80.  Diesel stores nationwide, www.diesel.com. Her own denim shorts.

Umm, how good is the hair here?!  For similarly voluminous awesomeness, prep damp hair with Tresemmé 24 Hour Body Foaming Mousse, $4, drugstores, then blow dry in bouncy sections with a round brush.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

What made you agree to do the shoot today?

Arlenis: One of my friends was telling me about [Jane] magazine and what it used to be, and I think itʼs great. So for me, itʼs a really great opportunity, and also I feel very honored to be next to Isaac, Liu Wen, these people that I have worked with.  And I think, this will be something new! So Iʼm happy.

We asked everyone to wear something meaningful to them. What did you wear?

My mom just gave me these beautiful earrings. They are like triangles, with little diamonds. Thatʼs something that everywhere I go I always wear.

Are you close to your mom?

Weʼre like best friends. I havenʼt called her today, so that means that I will call her after this.

What pills do you take every day?

Vitamin E. I always do that. It helps with the skin, you know?  I have a [Lancôme beauty] contract I have to keep!

You canʼt show up looking all busted!

Oh my god, can you imagine? Actually, just yesterday, I was looking in CVS and Iʼm like, “Where are these vitamins?”, and the girl is like, “We have the oil, you can just put it on your face.”  Iʼm like, “No, no, no, I want the pills.”

Did you tell her you have a contract?

She’s like, “But you have such amazing skin!” Iʼm like, “I know, I know.” 

What kind of underwear are you wearing now?

I actually donʼt wear any. It’s a little secret, you know?

What would you want to see on xoJane.com? 

I would want to see different types of people or style and I want women to see something new, something creative that they can follow. You know what I mean? My English sometimes...

If you were going to make out with anyone else in this story, who would it be?

Mmmmm.... Paz de la Huerta!

Oh! You want to make out with her?

No! Thereʼs no men in here? Oh my God. Hmmm … David Arquette, you can say that. Iʼm embarrassed to say a woman.

Hot pants, hotter girl. Chloe cashmere paisley print top, $605.  Chloe Melrose, 323.602.0000. Tess Giberson milano taupe bodysuit, $365. Available at Tess GibersonNYC.

The idea here is to pile on so much mascara that you can barely see from underneath the spidery-ness! Try Lancome Définicils Precious Cells High Definition Amplifying Mascara in Black, $29, www.lancome-usa.com. That Julia Roberts uses, in case you're not convinced.

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for Frederic Fekkai.

What made you say yes to the shoot today?

David: Jane is one of my favorite people in the world. And Iʼm so proud of all of the hard work sheʼs done on this, and I want to support my friend.

Thatʼs nice. And what was your inspiration for the T-shirt you're wearing?

Iʼve had a very complicated relationship with love. But you know, spirituality for me involves love, and love for my friends and my family. And goodness in people. Love is just a major theme in my life, a and so is “I think therefore I am.” But I donʼt completely agree with that statement. There is a lot of negative thinking sometimes, especially the kind of thinking that gets you into trouble and makes you do crazy shit. So, love instead of thinking. It was just a fun play on words. 

What kind of underwear are you wearing right now?

Hanes. But I almost wore these kind of astronaut underwear that I got while I was traveling, that are like these super-breathable futuristic underwear. But theyʼre kind of Speedo-ey, so I didnʼt know if, uh, anyone would see them, so I didnʼt know if I should wear them or not.

Why canʼt you just embrace your super high-tech future underwear, and just proudly--

I can, actually. I can. I could send you the name, theyʼre pretty spectacular. On the thing, they say “The only pair of underwear youʼll ever need for a one-month trip” or something like that.

What pills do you take everyday?

I donʼt take any pills. Clean living.

Not even antidepressants?

Yeah, I got off of them. In rehab, you know, they said to me, you definitely have some kind of depression.  I said, “Listen, if Iʼm depressed Iʼm going to write a sad poem. Iʼm in here to get healthy. I mean, get off of all of this, get my head straight.”

What style rules do you break?

I think stripes and polka dots are a great thing to combine. Um, white after, you know, whatever time they tell you not to wear it. After Labor Day or something? Or you canʼt wear it until after Labor Day? Whichever way it goes, I like to break it.

Just wear white all year round, to be safe.

Hell yeah, Iʼll wear white. Especially living in California, when itʼs not raining all of the time, or muddy. You know, sometimes it is, but Iʼll still wear white, I donʼt care. Like P. Diddy party white. Iʼll do it.

What would you like to see on xoJane.com? 

I would like to see a very successful site for my dear friend Jane. Iʼd like to see a site that represents her style, her take on pop culture and lifestyle and being real in general. You know, I like people that are cool that donʼt cross into “Iʼm a hipster, Iʼm too cool.” And thatʼs what Jane is to me. She accepts everybody, she is non-judgmental. She is not a hater in any way.

She is not a hater. Do you read mean shit about yourself on the internet? 

I try not to. Iʼm taking a quote from Gucci Mane, and he says, “I use your hating to motivate me.” Itʼs such a bizarre world. People are so shitty sometimes.

The worst part of it is that you know that those people would have sex with you.

Hell yeah! (laughs)

Like, if you were out at a bar, you know what I mean?

Yeah totally.

Doesn't he look like a brooding film noir detective about to stalk into the stormy night to solve a mysterious and vaguely glamourous murder? This, friends, is how hunky is done. Burberry London “Hayden” trench, $1,795. www.burberry.com

We like Rockabilly hair on a man ... actually, on everyone. To imitate his Elvis-y style, it's all about a just-oily-enough pomade; try Bumble and bumble sumotech, $25, www.bumbleandbumble.com.

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for Frederic Fekkai.

Why did you agree to do this shoot today?

Estelle: I felt kind of honored. They were talking about who they wanted to put on it, and I was like, "Oh, little old me? 

Did you wear something meaningful today?

Um, I brought something special. I wasn't wearing something,  [Shows me her bible] My mom gave it to me when I was 25. The straight King James version. In times of need, it's like an anchor, in the moment, it holds you down, and makes me realize that I am not alone in the world. And everything has its space. It keeps me calm.

What style rules do you break?

I think everyone should break the trend thing. Itʼs cool to have bits and pieces, but for instance, this season itʼs all 70s. You see people with floppy hats, big flares, everything all at once. And I think thatʼs some bullshit. You know, some folks canʼt wear flares, because theyʼre top heavy, or waist heavy or whatever.  Pick a piece of the trend if youʼre going to do the trend.  Or don't go for the trend, go for the thing that works for your actual shape.

Iʼve never heard somebody say "waist heavy" before. Iʼm waist heavy! 

And Iʼm the same, so I understand. So I have to work it if I want to wear these damn jeans. But I see people, and Iʼm black so I get it, but Iʼm like, "You have a big booty! Maybe those are the wrong cut." You know? 

Good advice. What kind of underwear are you wearing today?

I am wearing basic black. The bra is from H&M and the knickers are from La Perla. Iʼm confusing everything. But it works. A pair of knickers is a pair of knickers.

What pills do you take every day?

Vitamin, cod liver oil, one a day multivitamins. Iʼm starting to realize, OK, Iʼm 31, I have to take things. I have to start worrying about stuff Iʼm not getting. Especially if I want to have a kid at some point.

Have you ever faked an orgasm?

Yes! I have, a couple of times. One particular guy, it was always like that, so, I was like, "This is getting so over with, just so over with." But the thing was that, in between all the moments, there'd be, one or two good ones. So he was a bit hit-or-miss, you couldn't tell if you were actually going to come or not. So you had to [fake it] every once in awhile. Yeah. Weʼre not together.

What would you like to see on xoJane.com?

Less, Iʼm sure you donʼt do this, like "How to Make Him Love You" stuff. More "How to Love Yourself" stuff. Because thatʼs the thing we all forget, weʼre all trying to make a guy love us, but the bottom line is, heʼll love you if you love yourself and you put yourself first. 

We wish we could take credit for the manicure, but it was all her. Tom Scott black loopy glitter sweater, $595.

For crazy-lush lashes like Estelle's, get on your knees and pray to God. No, we're joking! Just slap on a set of falsies MAC Cosmetics 1 Lash, $14, maccosmetics.com.

Hair and makeup by Jai Williams for MACPro.

Why did you agree to the shoot today?

Hannelore: It’s always a nice compliment to hear that you have style. And thereʼs a great crowd. A good group.

Where’d you get the hat?

The hat I bought by accident in Amsterdam. You know, sometimes you just have time to kill? And you wander, and you donʼt have any particular goal. I didnʼt even know I wanted a hat, and then all of a sudden you see it and go, “Oh my God, thatʼs my hat!”

Do you believe in hat people and non-hat people?

No.  I love hats but I donʼt always feel comfortable in them, because of the way that people look at you. So Iʼm not a “hat person,” even if I wear them.

What style rules do you break?

I never know what to wear, so I just listen to what I feel. And I think people should do that, they should get inspired by what they see but not follow any rules. Because it will go wrong, and youʼll think you have to wear it, but it doesnʼt fit your personality or whatever. And then you look like somebody who is wearing a costume and not somebody who is dressed.

So you dress to express your personality?

Yeah. As a kid, I always knew what I was wearing, precisely from head to toe, all of my socks and everything. Because I was very shy, and my clothes were my way of telling the people “Hey! I am this person. And I have an opinion, I just donʼt dare to say it.” I mean, I do dare to say it, just quiet in a corner.

What pills do you take every day?

I am taking pills for my intestines. Like the probiotic. My chiropractor said if you want to do it with the yogurt, you need to have like 10,000 liters of yogurt a day. So heʼs like “Here, take these pills.” So yeah, Iʼm working on my gut. 

If you could make out with someone else in the story, who would it be?

I think I wanna make out with Marilyn [Minter]. Iʼm not lesbian, but I wanna.

Even while she’s wearing that lipstick?

Well, it would get kind of smudgy. It depends on the lip flavor, because some lipsticks can taste very nasty. I just recently got into a relationship, and I just started to wear lipstick, and now I canʼt anymore because all around it doesnʼt taste good. But itʼs going to be a special occasion anyway, making out with Marilyn, so why not do it with lips?

What do you want to see on xoJane.com? 

Be different. Just inspire, rather than set rules. And donʼt make women feel all of these complicated things like these women’s magazine with all these relationship tips. There is no theory, just live and listen to what your gut is saying. Just keep it clean and it will tell you the right things.

"Return of the Thin White Duke"-era Bowie meets Anita Pallenberg's hatbox meets the hugely covetable glasses your mom is wearing in all your baby photos?! Miu Miu leather jacket with floral motif detailing, $5,020.  Similar styles available at select Miu Miu boutiques.  Orly Genger by Jaclyn Mayer for VPL necklace. www.jaclynmayer.com and www.vplnyc.com

Keep makeup minimal if you're dressing up your face with glasses or a hat; duh. A really pretty nude lip gloss is all you need, really -- we're obsessed with Nars Lip Gloss in Chihuahua, $24, narscosmetics.com (yes, Chihuahua).

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for Frederic Fekkai

Why are you here today?

Helena: I admire Jane for her ability to create stimulating, curious, streetwise and unique magazines. You know you're part of something exciting when she's involved.

What meaningful object did you wear?

I was wearing a jean shirt and a beautiful, tiny little, delicate necklace. I feel very drawn to objects that are so petite and so intricately made you barely feel the weight of them. The thought of some artist working on this piece, concentrating on every detail and pouring so much love and effort into it makes it a privilege and joy to wear.

What style rules do you break? 

Consciously trying to break rules seems slightly pointless to me. I think I just always intuitively do what feels right at any given moment. Sometimes certain decisions appears to have been the wrong ones, but there always comes a time when everything makes sense in some strange, abstract way.

What would you like to see on xoJane? 

Articles on unexpected topics, thought-provoking interviews without the usual boring questions, images that are true, honest and emotional and some inspirational art direction.

Good God, this woman is hot. We can't even write! We keep staring at
her! It's creepy! A.P.C blue grey denim shirt, $210. www.apc.fr or 212.966.0069.
Tiffany’s Somerset pendant with diamonds in 18K gold, $1,400.
www.tiffanys.com, 1800.526.0649.

To get Helena's rad hair look, just have hours of hate sex with your most attractive enemy! Alternately, loads of hairspray will do the trick: we love Alberto V0-5  Extra Body Aerosol Hair Spray for Hard to Hold Hair, $4, drugstores.

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for
Frederic Fekkai.

Why are you doing this shoot today?

Isaac: Because I love Jane. Seriously, I do. I loved JANE magazine. I really think it was a great, great, great, great magazine

And what is your meaningful item that you're wearing?

My Étoile Juife. Also known as a Jewish star. And also there is "I" -- a long time ago I made diamond letters, and I should have gotten S, A, A, C, too.  I don't know what I was thinking. I was too busy in those days. I just got the "I;" that was really stupid.  

What kind of underwear are you wearing?

I'm wearing underwear that you can't get anymore! Which freaks me out. They're almost like Spanx. They're jockey and they come up to, well I buy the largest size, but they come up to here and down to here. And they have no waistband. It's just one piece. And it's basically like a control top pantyhose and you can't get them anymore. Every time I love something … they stop making it.

What style rules do you think that people should break?

I'm starting to think that like I only like fat people. I think only fat people are stylish.  So I don't know why I'm so crazed about being trying to be thin. And looking at myself and hating when I look fat. I don't know why that is. Every time I think a man is cute, they're like, slightly fat. When my boyfriend is slightly fat, I like it much better. All those men -- you know like that Vince Vaughn is so much cuter when he's fat. And Seth Rogen is much cuter fat. Zach Galifanakis. Cute as a button. And fat.

Do you think fat people also have better personalities?

Definitely. They're kinder people who are nicer. They are.  Which is such a big percent of a winning personality. Kindness is a big percent of a winning personality. 

Now I wanna know who you would make out with--

Jimmy Fallon.

--From who else we're shooting today! Kathleen Hanna really wants to make out with you. 

OK. I like that. Who is that? I will make out with her. I would make out with Helena Christensen, Estelle … Which one is Paz de la Huerta?

She's on "Boardwalk Empire."

I love her; I'd make out with her. I'd make out with Carol Alt, but I won't because I know she's in the other room, so don't push me.  Are there any men on this damned list? I like to make out with men. 

Do you feel like you have a broader fan base than most designers?

I think it's important to appeal to people if you're in my business. I'm not even talking about selling people clothes, because that is not my bag. I don't care about selling people clothes. I just want people to be attracted to my political party. I always think of designer houses as political parties.  If you vote for me, that doesn't necessarily mean you have to buy my clothes. But if you do, you have my unconditional mother's love for the rest of your life. At full price. It has to be full price, sale doesn't count. 

What should we have on xoJane? 

A horoscope! If it's good. I will log on every day if it's good. Can I please give a shout out to Sally Brompton at the New York Post? She's crazily brilliant. And I've said this before and I've never heard from Ms. Brompton. It's like, hello, Sally? I've been selling your brand for a really long time I would like a shout out back one day. Under Libra, say "Hi, Isaac." That's all.  

Dude, if you're not sort of in love with Isaac Mizrahi, your soul is defective. Look at him! All clothes Isaac's own.

Rough up your man's cute tendril-y curls with Redken for Men Dishevel Fiber Cream, $15, www.redken.com for salons.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

Why did you agree to do the shoot today?

Jamie: I've taken a bit of a break from print work because I've been touring with my band. And I was quite happy to jump back in front of a camera. That and, I've got to be honest, I did the research, but I didn't know much about the history of Jane Pratt, so I did a bit of research and now I feel like I'm a little bit in the know. 

I love that you went with the dress.

I almost chickened out, like, my first reaction was like, "Nah," and then I thought, "Fuck it, why not." I've just been caught in a couple of situations in the past, where I've listened to a stylist and been like, "Alright, mate," and I've ended up looking… not like this. I really like what happened today, it was really cool. 

Did you wear something meaningful?

I'm wearing this bracelet. Someone very special gave it to me a few years ago, and I never take it off. I've had it on ever since I got it. It's probably my most prized possession, actually.

Who would you like to make out with from this shoot?

Oh God. Probably Michael Stipe.

Someone yesterday said that they thought they had made out with you.

Oh, really? That's crazy. I think I know who it is. (long pause) Is it ... [points to Paz's name] Oh, actually, it might be two.  There's actually two on that list, but I won't go into that.

What kind of underwear are you wearing right now?

Alis. It's a Danish skate brand. They're like the tight shorts, not like the real baggy, get lost in them kind. They're not the real brief either.

What pills do you take every day?

Fish oil sometimes, if I remember. Um, that's pretty much it, maybe Vitamin C sometimes. But, uh, that's of the legal variety. I don't like to take over-the-counter pain medication. Because I feel like it is worse for you than the illegal stuff, really. I don't know, I wait until my headache is really bad before I pop a pill normally.

Are you like one of those people who will do cocaine every night but won't take Advil?

Yeah, I used to be a little like that. I mean, not quite like cocaine every night of the week, but I used to be a little crazy like that. My girlfriend would say to me: "You refuse to take antibiotics." That was my big thing, I refused to take antibiotics. She's like, "You know, you smoke half an ounce of weed every fucking week, but you won't take antibiotics when you are sick." 

Have you ever faked an orgasm?

Maybe, like, twice ever. I guess for the same reason that girls do it for guys. Like, some girls would get bummed out. Normally for a guy, you don't have a problem, so it's not an issue. But I think, a couple of times, I've been a little bit too tired or whatever.

Yes, we took a very famous and incredibly hot male model and put him in a dress. You mad? Didn't think so. Marc Jacobs color paneled v-neck ruched dress, $2,800.  Available at Marc Jacobs NYC.

To make your favorite celebrity hunk's hair look this damn sexy, hunt him down and then violently rub his hair down with L'Oreal Paris Studio Line Out of Bed Texturizer, $5, drugstores. No, don't really do that. Or fine, do.

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for
Frederic Fekkai.

Why did you yes to this shoot? 

JD: Because I feel like I support what Jane is doing and I feel pretty much supported by Jane.

Would you make out with Jane or me [Emily] first?

That's not allowed. My therapist and I were talking a couple weeks ago about how I was like, "I think I could fall in love with anyone in this world." When I go on the train I'm like, "That person is beautiful! So is that person!"  So yeah, I could imagine making out with both of you. 

Who else from the shoot would you like to make out with? 

I've already made out with one person on the list. This person would not want anyone to know. It would be kinda weird if I made out with Kathleen… I would make out with Michael. We're new friends actually. As I said I would kind of make out with anyone. 

Did you wear something meaningful today?

My glasses are always a really big part of my look, and I feel like for a while I wore aviator glasses, and then I got really freaked out that I was going to have to wear them for the rest of my life, you know? The same pair of glasses. Then they flew off my head on the Williamsburg Bridge and I lost them, and I thought this is perfect because now I have an opportunity to get a new pair of glasses. And now this is my new thing. I got them at Fabulous Fanny's on 7th Street and they are OshKosh B'Gosh kid's glasses from the 80s. And I love them, and I don't know if I can get rid of them yet, so something to traumatic is going to have to happen to them before I can switch to something new.

What kind of underwear are you wearing right now?

I'm wearing boxer briefs. They're Calvin Klein and they're striped with light grey, yellow, and white. They're kinda my best underpants. 

What pills do you take everyday?

I don't take any pills. On tour I take some vitamins if I feel like I'm getting sick. I feel this way with moisturizer, too -- like you don't need it until you start using it. Lip balm too.  So I try to be like I don't really need it. I drink water. And I eat food, and I breathe air.

Jane: I saw something recently in your documentary -- something about a bad thing with a photoshoot for Jane Magazine.

We were going to do an ad for a record; it was supposed to be content where kids and could write in and was like, "Do you want Le Tigre to play in your backyard?" or something. And so then we were being problematic, saying, "OK but it has to say 'feminist' and 'lesbian' in the text." So they we're like, "We'll print the word feminist, but we won't print the word lesbian." And it just made me feel really sad. We ended up not doing it. The scene in the movie is me feeling sad 'cuz im confused. It was the most emotional scene in the movie.

Jane: Just so you know, that was a marketing and promotional department thing, I never would have said that. But I know we did stuff on you editorially that was good…

You did a butch fashion thing that was so awesome and cool. At the time, we were like, "We can do anything we want with this magazine! Put the word lesbian in there!" It was obvious that it was the marketing department … I hope its OK that that's in the movie

Jane: It's okay with me. I'm glad. Get it in there, I wanna see it! It's more than okay, get that out. I'm pissed off.  At least someone could have asked me what I thought!

We'd like to be buried in a hot muscle tank. They're so good, no? Always! BOY LONDON vintage t-shirt courtesy of OAK archives. www.oaknyc.com

If you don't have thick, gorgeous hair like JD's -- and get real, you don't -- fake it with Living Proof Full Thickening Cream, $15, www.sephora.com.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

So why did you say yes to doing this shoot today?

Kathleen: ‘Cause I like Jane! And I guess part of it was we met in the 90’s and were doing things that I think were mutually beneficial slash supportive, and I’m a big fan of Christina Kelly who will be working for the site. Oh and I’m really excited about Tavi too!

We want to have her interview you!

I gave her this one sweater and it looked so cute on her. It was made for me, but then it shrank and my heart dropped. I looked at my friends and I was like, “Who can wear this Barbie-sized sweater?” And then I met Tavi and I was like “She’s the one!” 

It was meant to be. 

I saw her doing this thing at some big fashion conference, she got up and and talked about feminism, and I was like, I fuckin’ love you. I hate the idea that you have to choose -- that somehow fashion is antithetical to feminism . I just thought it was so great that such a young person, I mean that anybody, got up at a fucking fashion conference and said the word feminism was great.

Did you wear something meaningful?

My special thing is my road runner necklace, that my husband bought me. On E-bay. For like $12. It’s just to remind me to keep going. It’s like a little post-it note, “Keep Going! Don’t Stop!” 

What style rules do you think should be broken?

I guess my main thing is heels. Im 5’4” and ¾” and it’s frustrating to me that I can’t find shoes that are not heels. ‘Cause I don’t wanna wear heels to make my legs look longer. I won’t sacrifice comfort for fashion. Ever. At all. I just can’t do it. It’s like, you know, when people put those elastic pink straps on baby’s heads to be like, “This is a girl,” and they’re always pulling them off? That’s what I feel like if I have something uncomfortable on.  

What would you like to see from xoJane?

I kind of look to fashion magazines to see how other women my age are growing into themselves. Since I was more in fashion in the 90s, I don’t want to be one of the those people who’s walking around the East Village wearing creepers with died black hair now. I don’t want to look totally J.Crew and boring and like a soccer mom, but I also don’t want to look like I’m trying to dress like I’m 19. And I always look for people in magazines who look like they’re happy and comfortable.

Who would you want to make out with from this shoot?

Well I can’t say JD because that would be awkward.  Oh, Isaac Mizrahi. My choice is Isaac Mizrahi.

You guys had a bad experience with Jane that’s in your documentary?

It was one of many things that happened, it was like this tiny thing but it happened to get shot. It became a bigger part of the movie, and unfortunately we don’t have the millions of times when people were like trying to put crazy eyeliner on JD or whatever weird scenarios that we would get in. When we were in Paris doing these photos and they tried to get us to take our shirts off and then they tried to isolate us from each other. Because we get nervous getting our picture taken. They’re like, “Get into this clown car with your pants off” And I’ll be like “okay!” 

I mean, in a way that’s part of the reason why we wanted to do this. There can be conflicts between people and we can work them out. And not even conflicts between people, but as an artist your interactions with the world of commodity. And you make decisions and then you move on and there’s no reason to get bent out of shape. And you’re restarting your business, you’re relaunching this whole thing, and how could we not be a part of this?

Oh, you know. It's just our hero, killing it in Philip Lim. No biggie. 3.1 Philip Lim leather sequin nude shift dress with hand beaded fading rhinestone sleeves, $1,900.  Available at 3.1 Phillip Lim NYC 212.334.1160 and Los Angeles 310.358.1988.

For a smoky eye that's practically inky, pile on extra-dark Make Up For Ever Aqua Black Waterproof Cream Eye Shadow, $22, then line your eyes with Make Up For Ever Kohl Pencil in Black, $17, makeupforever.com. Yup, you'll look bangin'.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

Why did you agree to the shoot today?

I find black-and-white photography very interesting. And I like the team. It's all about the personality.

Are you wearing something meaningful?

This bracelet is from my mother. She gave it to me because I am not always very brave, so I can remember to be brave when she is not with me.

What kind of underwear are you wearing?

Nude underwear, but not a thong. Models always have to wear nude thongs, but I don't like them so I just keep it in my bag. It's not comfortable. In China, people don't wear them.

What pills do you take every day?

I take vitamins and stuff for digestions. Sometimes I get my period twice in one month which makes me crazy. But also, when you are modeling you don't have time to eat and you drink lots of coffee. Before I was modeling, I never exercised. But when you model, there is a lot of jumping and moving and I have to keep my body nice, so now I run.

Up close Liu's skin glowed like a friggin' moonbeam. It was sick! Good sick. Gap Body chantilly lace bralette, $30. www.gap.com

A bare face and a strong lip go together like supermodels and lacy bras. Try a rich, statement-making shade like Estee Lauder Pure Color Lipstick in Plum Couture, $24, www.esteelauder.com.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt by Bryan Bantry.

What made you say yes to doing the shoot today?

Marilyn: Because I’ve never been shot, I want to see what it feels like for my models.

How did it feel?

Well, I’m much more … I mean, my shoots are really nasty. They just get so dirty. They’re so full of oil and grease and paint, colors. They realIy have to be good sports. I know people who have to drink wine during my shoots to just calm down. They’re too hot, too cold -- they get sprayed with horrible things. No one ever enjoyed it. 

Tell me about your T-shirt.

Oh, it’s just something I believe. No one has politically correct fantasies. I had it made, just for you. It showed up at 3 o’clock today. I have two. This one [reading “Fur Is Dead”] came yesterday. I’m a 23-year vegetarian. I wear leather though, I’m a hypocrite. But you know, I don’t tell anyone else what to do. Even the “Fur is Dead,” that’s just a fact -- fur is dead. 

Do you have style rules that you break?

I don’t have any style rules at all, for myself, other than I’m 62 years old, so I don’t try to dress like I’m 19. I would look stupid. I wear short skirts, but, you know, I don’t have a lot of role models. I’m trying to be one, in the sense of aging without doing Botox. I don’t think there is anything wrong with that, I just think if you don’t get fat and you, um, have a nice haircut, maybe you don’t have to go under the knife. 

What would you want to see on xoJane.com?

Models that aren’t too thin. Healthy girls posing in clothes, and a lot less retouching.

Have you ever faked an orgasm?

Oh, of course!

Why?

Because it makes the guy feel good. 

Why not try to have an actual orgasm?

Well, I do that too, but you know, sometimes at first, it’s not that easy. You have to get into the rhythm of what you’re doing, but everyone’s done it. You know, in my age, people did. My age group, yeah yeah yeah yeah.

Who else from this shoot would you like to make out with?

Paz de la Huerta, and I’m straight. She’s so sexy.

Plastic cape =  basically always the best style decision ever. THOM BROWNE clear PVC long zip front cape with black tipping, $3,500. Thom Browne NYC 212.633.1197, www.thombrowne.com

Okay, how high concept and artsy is this: the photograph is in black and white, but the lipstick was actually a bright, vampy red -- not unlike, say, Maybelline New York Color Sensational Lip Color in Red Revival, $7, drugstores. Did we just blow your mind?

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for
Frederic Fekkai.

Why did you say yes to doing the shoot today?

Michael: Because it's Jane. I'll do anything for Jane. That sounds negative, though. Because Jane asked me to, and I thought that it would be kind of fun. I knew Helena was doing it.

Are you wearing something meaningful?

Yeah, it's being steamed right behind you. It belonged to my grandmother, and Jane likes that I wear it. So she asked me to bring it. It's what she would wear when she made dinner.

What kind of underwear are you wearing now?

Fruit of the Loom briefs.

What pills do you take every day?

Just lots of herbal supplements. They keep my body working. My body is kind of beat up from my job, so they keep me working.

What style rules do you break?

Tuxedo shoes in the daytime. Patent leather during the day is a good look I think, for guys. 

Who else in this story would you want to make out with?

Well, Helena [Christensen] just offered her breast to me, so I kissed them.

Lucky man.

Yeah, well it wouldn't be the first time. We know each other quite well. 

On a breast kissing level?

No! No -- we're very good friends. Let's keep it clean. Let's keep it on the level. We're very good friends; we've known each other a very long time.

So wouldn't it be a little weird if you were making out?

No.

You make out with all of your friends?

No. That's presumptuous. Don't put words in my mouth.

I'm sorry. What would you like to see on xoJane.com?

No anonymity. Yeah, it would be really great if people commented, and got comments on those comments. I think that's the future of communication.

Do you read comments on the Internet?

Um, no, because they are all anonymous. So it's like yelling "fag" from a moving car.

Michael drew the shortest straw at the photo shoot. Hence the snake. Rag & Bone “Dagger” blazer, $535.  wwwbarneys.com and Rag & Bone stores, www.rag-bone.com.

Quite frankly, when a man brings the sexy like this, you don't really have to do much else to him. Well, except maybe massage some Créme de la Mer, $135 for 1 oz., on that glorious head! 

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for Frederic Fekkai.

So how come you said to this shoot today?

Paz: I really loved Jane magazine. And then I get here and Carol Alt's here and we're listening to music from the Cars and I'm like, "Okay well I feel like I'm in a photoshoot from the 80s."

Did you wear something meaningful today?

These gloves. It's kind of a phase I'm going through. I have so many at home. Leather. And then this ring was my mother's. It's gold, and it's a molded scarab. It's like 200 years old.

What kind of underwear did you wear today?

I don't wear underwear. I heard it's for health.

What style rules do you think should be broken?

Every rule. I don't like rules. I don't like rules of beauty either. I'm about to direct a film and I said I don't want [to cast] beautiful people, I want amazing-looking people. All shapes and sizes … people who are dealing with things most people wouldn't understand. Actors who have Downs Syndrome. There are actors who have Downs Syndrome, and they're childlike and entertaining, and they really want to do that. So I have a cast of 20, and Marilyn Manson's going to be in it and Lukas [Haas]. It's my version of the Red Shoes.

I've been directing films since I was 17, and a lot of the directors I've worked with like Jim Jarmusch have asked "Why don't you show your films?" My First film was cut and splice; it was silent; it was great. It's some of my friend's favorite films.  

Who else from this story would you like to make out with?

Well I just met Carol Alt and she is beautiful and healthy, um, there's something about her. I wonder if her breath is as fresh as her living.  She kind of turned me on. I'd say there are no men here that I'd make out with. I did make out with Jamie Burke once, but everybody has. So Carol.

You're nude a lot on "Boardwalk Empire." What's it like to have such an amazing body?

Well here's the thing, I don't think I have an amazing body. I was sick as a child. I've struggled with a lymphatic disorder since I was born. I've had 12 surgeries. Yeah, not perfect in any way, shape or form. But learn how to use your body. Learn how to move your body. We all have things we're insecure about. Find your scars sexy! They tell a story. You're a survivor. I feel like a survivor. If you heard my story, you'd be like, "Why are you alive?"

So I never felt beautiful. It's interesting when you meet people that know they're beautiful… they're not as beautiful. They don't work as hard on their inner spirituality, maybe? I practice Kundalini Yoga and since I've started that I've been to some spiritual places where I'm just like 'Wow.' 

Like what?

Me and Jane [Fonda] took a trip a few years ago to Juarez, Mexico with all the disappearances of the girls, and we protested, because literally the police would walk through kidnapping girls and putting them in snuff films and making million dollars off of that market. 

We got into this drag show, and it was so sad because we saw how poor they are, but they still paid whatever money they made to put into surgeries to get tits.  There was like botched plastic surgery, and I was just so emotional. And the desperation and the singers like Billie Holliday. So strong. And then I remember I had bought raffle tickets for everybody there, and everybody won! And then they called the biggest prize and I won the biggest teddy bear and it was as if I was getting an Oscar. And I had to go down in the crowd, and got my cheap teddy bear. But it meant so much. And I still have it.

Can you imagine how much more interesting your life would be if this
woman was in it? Anna Sui for Adrienne Landau red fox patch fur coat, $1,730.
Available at Anna Sui NYC 212.941.8406. Passion Bait striped lace bra,
$150. www.passionbait.com. Christian Louboutin for Sacai SS11 presentation fringe heels, TK.

Beachy-tousled hair like Paz's is easy: just mist a rad texturizer like Fekkai Coiff Océanique Tousled Wave Spray, $24, www.fekkai.com, all over dry hair, then twist sections around your fingers with reckless, Paz-like abandon.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

Why did you say yes to this shoot?

Philip: I've always really admired Jane and what she's done over the years. I'm old enough to remember those formative years. I like her. I like what she does.

Did you wear something meaningful?

All my tattoos are really meaningful. As is this bracelet I wore; I made one for my boyfriend and one for myself. It was like this special little thing, like the first thing since I started dating him. 

What kind of underwear are you wearing right now?

I am very partial to some very small white jockeys. Like a Euro-brief. I like support. I like a very small underwear.

What style rules do you think people should break?

The one I'm always trying to get people to change with jewelry is this thing about matching jewelry or mixing metals . I try to explain to people that the chicest way people wear jewelry is to wear all things you love, all the time. Mix it. There are no rules. As long as every one of those things makes you feel like a better, bigger, more fabulous you. 

What about the rule that you should take one thing off before you leave the house?

Nobody really ever said that. No famous person said that. It was just some uptight moron. A hater. A hater said that to her friend that probably looked really good. She did that mean girl thing where she's jealous of good her friend looked and was like, "I don't think you should wear that out …" She's a bitch.

Have ever found anything really gross in your beard?

No, actually I haven't. Like a bird's nest or a centipede? If a man has a beard, he should carry a handkerchief, because it's really hard to drink a beer, eat an ice cream cone or ribs or have a runny nose without a handkerchief . So I'm never without my bandana. And then when they get too ratty, it's time to put it around my neck.

Where do you get them?

At every shitty mini market there's always some old dude selling a giant thing of old bandanas that are really nice and soft in patterns I never had before. So I have like a dresser-full of them. I love them. I think one should always have a little, cheap, easily found thing to collect.

Is it OK to wear the same thing all the time?

I think fashion is really great when it's compulsive. Sometimes I have the compulsive need to wear the same thing every day until it could walk around on its own. And then I'll switch it and never wear that again. Today marks the break from my Canadian Tuxedo phase. 

Who else would you want to make out with from the shoot? 

Oh, JD. Definitely. 

We'd like him to do things with that sexy knuckle tattooed with the number "5" of his. Weird things. Thom Browne cotton oxford wing collar shirt, $275. Thom Browne NYC 212.633.1197, www.thombrowne.com.  Giles&Brother jewelry www.gilesandbrother.com.

We used a bit of sleekifying product like Aveda Men Pure Formance Firm Hold Gel, $20, www.aveda.com to hold that perfect curl in place. And fine, we may have convinced him to wear a little eyeshadow.

Makeup by Christian McCulloch for Chanel. Hair by Zaiya Latt at Bryan Bantry.

Why did you agree to do this shoot today?

Veronica: When Jane magazine first came out, the whole tone of it was great. Kind of irreverent, and revolutionary. It was the first kind of anti-fashion fashion magazine, you know? I wasn’t necessarily a Jane reader, because I am glamorous to the bone when it comes to style and fashion. But I always love a maverick, and Jane is a maverick.

Did you wear something that is meaningful to you?

Yes. So, this ring -- my boyfriend gave me this beautiful Cartier ring. And we have four kids between the two of us. And we travel a lot. And it’s hard to travel without your children. So, we try to really keep them involved every time we are going somewhere, like we tell them everything about the city we are going to, and give them some history of it and send pictures via Internet. You know, do facetime on the iPhones, so they can see somewhere we are. And we always bring back a snow globe. So my boyfriend calls this the snow globe ring, it is 1940s Cartier.

What style rules do you break?

You can wear any color at any time. I don’t believe in white after Memorial Day. I don’t believe that you can’t wear certain things after a certain age. I mean, you can wear whatever you look good in at any time. But I will not break the style rule that you should not wear certain things before a certain age. I don’t think little girls should wear sexy clothes.

What kind of underwear are you wearing right now?

American Apparel. I think it’s overrated, fancy underwear. I think great cut in underwear is the hardest stuff to come by nowadays. I have, like pure cotton underwear. I like the full panty.  

What would you like xoJane.com to be? 

Well, what I’d really like to do, because we’re both kind of at the same point in our lives, is to really get a window in to what tweens are doing. You know, I mean, I’d like it to be about us and growing up in fashion, and still wanting to be glamorous in your own way and cool in your own way. And you know, also being able to keep in touch with what kids are doing and what they want and how they are trending.

Who else in this shoot would you want to make out with?

Eeew! No. I am off limits. I am totally in love and off limits, and would never ever ever ever turn my head in any direction. When you’re this in love, you don’t need to look anywhere. You can be anywhere at any time and you’re perfect. You have everything you need. Ew. It sounds like something that would happen to me in prison camp.

Start giving us shit right now for her improbably tiny waist.  Diesel Black Gold mini cocktail dress, $395.  Diesel stores nationwide, www.diesel.com

To copy Veronica's amazing eye makeup, go to town with an awesome inky
liquid eyeliner like CoverGirl LineExact Liquid Liner in Very Black, $7, drugstores.

Makeup by Christian McCulloch for Chanel. Hair by David von Cannon for
Frederic Fekkai.