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Gwyneth goes bad in new role ; Pretty, proper Paltrow plays boozing country star

Gwyneth Paltrow is the kind of well-mannered celebrity who never even in her gregarious 20s -- raised eyebrows by wearing her skirts too short, swaying boozily on a bar top or kissing a man who wasn't her own. So it is with relish that the actress, now 38 and the kind of conscientious mother of two who coordinates play dates from 5,000 miles away, does all that misbehaving and more as a country star in her new movie, "Country Strong," which opens Friday.

"My life is all responsibility," says Paltrow, shrugging into a hooded sweat shirt and kicking off her 3-inch heels after a performance to promote the film at Yahoo in Santa Monica. "An amazing thing about playing Kelly was this abandon that she had. I envied it in a way. I'm so organized and sometimes you feel like the responsibility you put on yourself is just gonna choke you. It was wonderful to play someone who, to everyone's detriment, just didn't have a care in the world."

Paltrow's Kelly Canter is a train wreck with platinum records -- think Britney Spears a decade from now, plus some twang and minus the intervention. Pulled out of rehab prematurely by her husband-manager (played by country star Tim McGraw), Kelly attempts a comeback. But things get complicated

when she takes a shine to a smoldering young man with a guitar (Garrett Hedlund of "Tron: Legacy") and faces some fresh-faced competition (Leighton Meester of "Gossip Girl").

Although she's best known lately for playing Iron Man's hyper-capable secretary Pepper Potts, this is Paltrow's first major lead performance in seven years, since she became mother to Apple, now 6, and Moses, 4. It took a role that would require her to sing, dance, rage, weep and access her inner bad girl to lure the actress out of the life of protected domesticity she leads in London with her children and her husband, Coldplay vocalist Chris Martin.

"I've always been home and I want to raise my kids myself and you can't be starring in three movies a year. You know, it just doesn't work," says Paltrow, who moved her family to Nashville for the five-week "Country Strong" shoot. "I went for a week by myself, 'cause I thought there's no way I can get into this character with my toddlers running around. You come home from playing drunk and sobbing and you're like, 'Hey, let's make a painting!' They're just two different worlds."

Writer-director Shana Feste said she cast the cosmopolitan Oscar winner as her fallen country star because of the actress' willingness to enter Kelly's turbulent reality. "I heard the love in her voice and I knew she wasn't gonna judge this character," says Feste. "Kelly does a lot of very bad things."

Among the worst is decking McGraw in a drunken tantrum, a scene Paltrow found excruciating to shoot. After multiple takes faking the punch, Feste and the actors agreed to try one for real. "Tim started being very combative with her and egging her on," Feste says. "She ended up whacking him and she started crying afterward."

The take was a keeper, but Paltrow was shaken. "I'd never hit anyone in my life, and I didn't like it at all," she says.

Compared to its emotional rigors, the role's musical demands were more straightforward. Paltrow, who had sung in the movies "Duets" and "Infamous," took guitar lessons while her children were in school. She watched Loretta Lynn videos and consulted famous friends such as Beyonce and McGraw's wife, Faith Hill, on everything from exuding magnetism to holding a microphone. (Curiously, Paltrow doesn't mention getting pointers from her musician husband, though he did write a song for the soundtrack.)

Once she arrived in Nashville, Paltrow took in shows at legendary country venues such as the Ryman Auditorium and the Station Inn. By the time she first performed on set, in an intimate scene in which she and Hedlund co-write a song in rehab, the music was the least of Paltrow's worries. "I always think, 'Well, she did it' -- Debbie Reynolds or Judy Garland,' " Paltrow says. "People do it. So I think if they can do it, I can give it the college try."

Singing for a crew and enthusiastic extras is one thing. It's quite another to do what Paltrow did in November to promote the film: performing at the Country Music Association Awards in Nashville, strumming a six-string and harmonizing with Vince Gill in front of the industry's elite and a live TV audience.

"Why would you put yourself in that scenario?" Paltrow asks. "Two weeks beforehand, I really thought I had lost my mind." In the days before the show, the actress stayed in Hill and McGraw's Nashville guest house and got some counsel. "Tim was like, 'You've got no choice now. Man up.' And Faith said, 'Try to have fun. Enjoy it.' "

Though visibly nervous, Paltrow delivered a capable performance that night, one she calls "one of the most exhilarating, surreal, challenging moments in my life." She followed it up with more singing on a sweeps-week episode of "Glee."

Music is just Paltrow's latest professional diversion. In 2008, she filmed a travel show and penned a cookbook with chef Mario Batali, and she maintains a blog, Goop, that's the object of some derision for its rarified lifestyle suggestions (Recommended Paris hotel? The Ritz).

Next up for Paltrow is playing a businesswoman with a mysterious ailment in Steven Soderbergh's thriller "Contagion."

"I'm good at acting, but I may be more inclined to do something that I'm less good at and more interested in," Paltrow says. "The most dangerous thing is buying into the idea of what you're supposed to be, the projection of what people think you are. If I've done the best I can do and my intentions are super clear, then it's really not my business what anybody thinks of me."

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