tanding in front of the Westwood Marquis hotel in Los Angeles, waiting for Stacey Williams to arrive, I am joined at the curb by three suitcase-clutching children. They are, unmistakably, the pop group Hanson, and to my horror they regard me—in shorts and sneakers, holding notebook and pen—as an aging, unbalanced, autograph-seeking groupie. The drummer arches an eyebrow, as if to say, "How sad." He's, what, four years old?

"A lot of them stay here," Williams remarks, rescuing me in her Range Rover. She is referring to rock stars. Her husband, Evan Strauss, is an executive with the Interscope record label, and the couple has housed many a room-trashing act at the Marquis. Two summers ago, when she called to book rooms there for her wedding guests, the wary reservations desk demurred. "But these are my relatives," she protested. "They're from Mechanicsburg, Pennsylvania!"

When they fortuitously got a flat, the couple discovered that their families had a common background in the tire industry. "At the service station we walked into a roomful of tires and did this," says Williams, spreading her arms and inhaling deeply. "Ahhh. I love the smell of those tires."

For a world-class model, she is far more Pa. than L.A., which may be why Williams—despite having appeared in Elle and Vogue, catwalked in Milan and lived in Paris—has a fan base that is more frat house than art house. "I'm not a waif," says Williams, six feet tall and wearing vertically striped sweatpants that make her appear even taller. "I'm not emaciated. My look is not always going to be in."

But it has always been "in" in our swimsuit issue. This year Williams, 29, is making her seventh consecutive appearance, back by popular demand. Last spring, when she arrived on the beach in Santa Monica for an Upper Deck trading-card shoot with the NFL's top draft choices, several dozen admirers were waiting. "They were the kind of guys," recalls photographer Walter Iooss Jr., "who listen to sports radio." The card company brought a large number of executives to observe. Five video crews rolled tape. Williams's first pose was in a white bikini with a fully uniformed, 350-pound Orlando Pace of the St. Louis Rams. Says Iooss, proud to re-create this bizarre tableau, "Even Orlando looked ill at ease."

Williams, who precedes many sentences with "I don't want to sound like a bitchy model ..." is red-eyeing to Puerto Rico tonight for Bain de Soleil, going to work straight off the plane and returning across the continent 24 hours later. "Modeling is not digging ditches for $2 an hour," she points out." I think you have to be grateful every day for what you have."

So she doesn't moan that she's never made the cover of SI? "I've found my niche," she reasons. "And it's outboard motors and beer. I can sell outboard motors."

The truth is, she could sell skin cream to a skeleton, to judge by the reaction when she enters an outdoor market in Brentwood. "No one recognizes me around here," she insists. "Arnold Schwarzenegger lives around the corner, so I'm kind of tertiary." (I nod knowingly, then look it up later: The word means "of the third rank.") "But when I go to the mall, or a Lakers or Kings game, then I get recognized," Williams concedes. "And it's usually from Sports Illustrated. SI put me on the map."

And put her all over the map. While she was in South Africa for the 1996 issue, a Zulu chieftain offered two cows for her hand in marriage, while photo assistants on the set were commanding as much as 20 bovines apiece. ("I didn't look like I could reproduce," she sighs.) At UC San Diego she posed for the 1994 swimsuit issue with members of the U.S. water polo team. "Shooting on a college campus," she says, "was like being thrown into the shark tank. These are the guys who put the pictures on their walls." Sure enough, students quickly breached police barriers and began brandishing swimsuit issues for her to sign. Which is not unusual: Readers of the swimsuit issue, clearly, have a lot of issues.

Williams herself is remarkably well-adjusted, which she attributes to 11 years of daily yoga practice. In 1996 she and two partners opened a studio in Brentwood, Yoga Zone, which was an immediate success, attracting a celebrity clientele. She says paparazzi prowled the parking lot and the supermarket tabloids were always phoning to ask if JFK Jr. would be attending that day's class. In despair, Williams sold out to her partners. "It just became soulless," she says.

Worse, her ex-partners changed the name to Yogatopia. "It sounds like a yogurt stand," she says.

And yet, that's oddly appropriate. As a high school senior Williams was "discovered" at a fast-food stand—not, alas, in TCBY but "outside an Orange Julius" in Mechanicsburg. Within days she was posing for Hess's Department Stores. "I had been making $3.35 an hour at P&G's," she says, alluding to another local fast-food emporium. "Hess's paid $100 an hour."

Within weeks she was in New York City, doing ads for Lee jeans and Sunkist. For the next few years she commuted between New York and Paris, finally alighting in Los Angeles on a sunny June morning in 1994. "I had a roommate lined up in Brentwood, at Bundy and Goshen," she says. "There were all these TV vans and police cars when I arrived." Hours earlier, two blocks away, Nicole Simpson and Ronald Goldman had been murdered outside her condo on Bundy. "Welcome to L.A.," says Williams.

Ah, yes, L.A. Williams looks forward to having children but is ambivalent about raising them in Los Angeles. "In the public schools they have to use metal detectors," she says. "And in private schools the children of studio heads get dropped off by their drivers. The values can be so twisted."

She has a friend who helps run an alternative public school for underprivileged children on New York City's Lower East Side, and Williams is working to whip up interest in such a project in Los Angeles. "Everyone tells me it's impossible," she says. "But they said that about starting my own business. I'm not smart, but I'm totally inspired to do this."

By contrast, modeling—Williams will confess under sodium pentothal—has become "so boring" and even "painful." She now only accepts assignments that are too laughably lucrative to turn down. She can finally afford to follow her heart. Williams appeared last fall in two independent films. She knows what you're thinking, but having studied acting for two years in New York, Williams is not your typical model-slash-actress interloper. "I'll only do films that I want to do," she vows. "And I would never be one of these actresses who says, 'I'm not going to have a baby until after I've won an Oscar.'"

Williams shows me snapshots she took on her November swimsuit assignment in Indonesia. All the photos are of children. "I think you see the soul of a country through its children," she says. "Unlike adults, children will walk right up to you. They don't have any fears about digging right in."

Children's lives are all possibility, a vast Dutch Wonderland. I can't help but think of Hanson—millionaire rock stars who can't even drive yet—and be inspired. Williams is way ahead of me. "I feel," she says, "like I can make anything happen now."

Swimsuit Home

Rebecca Romijn | Laetitia Casta | Louise Forsling | Irina Pantaeva | Chandra North

Lorraine Pascale | Caprice | Niki Taylor | Stacey Williams | Tanga

Eva Herzigova | Tyra Banks | Heidi Klum | Beri Smither | Daniela Pestova

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