Scarlett Fever.(Scarlett Johansson)

Byline: HANNAH MORRILL

Who? Scarlett Johansson. What? The December cover of allure, shot by Tom Munro. When? September 16. Where? The penthouse of Milk Studios in New York City. Why? This month, the actress stars with Gabriel Macht and Samuel L. Jackson in The Spirit. Beauty Queen: Johansson walked in wearing a straw fedora, Ray-Ban Wayfarer sunglassesand multicolored nails. "I went to a beauty-supply store yesterday," she explained. "I had never seen so much nail polish in my life, so I was doing some testing." Johansson joked that she had briefly considered purchasing a spa lounger, like those used in nail salons, for her home. Underdressed: Although he rolled in racks of gowns, allure creative director Paul Cavaco first handed the actress an Agent Provocateur bustier. "At least I brought clothes for you this time," he said, remembering when he had the actress nearly topless for her November 2006 allure cover. "But you wanted me in my underwearstory of my life!" she said.

Lip Lock: As StA[c]phane Marais touched up her lipstick, the actress displayed a hidden talent for ventriloquism. Cavaco asked how the bustier fit, and Johansson replied, without moving her lips: "It's not uncomfortable at all." Ladies First: The actress stayed at the studio after the shoot to film a video for Oxfam International, a charity she supports. And although her now-husband, actor Ryan Reynolds, was flying into New York City that evening, Johansson had plans for a girls' night out on the Lower East Side.

Hair How-to

Hairstylist Garren created a "girlie, Brigitte Bardot" look for Johansson. He spritzed volumizing spray on wet hair, blew it dry, and set it in hot rollers. After removing them, he brushed through the curls and teased the hair around the crown of her head. "I can't believe this is all my own hair!" Johansson said. "It's perfect for a holiday party."

Makeup Lesson

"Scarlett is a modern-day bombshell, so I gave her an updated '50s-style look," says StA[c]phane Marais.