Katie Holmes has 12:30 A.M. curfew until last year. Her director, Kevin Williamson refers to her as 'America's little sister', but the "Dawson's Creek" star is all grown up and leads the incredible stable of WB's most beautiful people.

Katie Holmes is blushing. As her face turns brighter shades of, red, she struggles to get her words out. "It’s not true," she stutters. "Did he really TELL you that? He's just saying that to embarrass me. And it's work¬ing."

The he in question is Kevin Williamson, the boy wonder writer/director/producer who plucked Holmes out of obscu¬rity by casting her in his hit TV show "Dawson's Creek." The subject at hand: love scenes and how much Holmes enjoys doing them.

Williamson maintains that while making "Teaching Mrs. Tingle," the actress counted the days until her big make-out scene with co-star Barry Wat¬son. Clearly, Williamson is jok¬ing.

"It was so awkward to have all these Teamsters watching me take my shirt off," says Holmes with a shudder. "They' re just standing there yawning and eat¬ing doughnuts.”

"It's just so weird," she con¬tinues. "I mean, one minute Barry and I are offering each other Altoid mints and the next we're supposed to be all in love and ripping each other's clothes off'? I guess I learned that love scenes are not as easy as they look. I'm really worried about what my mother will think."

By the looks of it, I Holmes doesn't give her mother much to worry about. The actress, who turns 21 in December, is the stuff role mod¬els are made of.

The dutiful daughter of a law¬yer-dad and housewife-mom ad¬mits she still had a curfew until last year.

"Thank God I'm the youngest of five and I had older brothers and sisters working for me," she says, relaxing in her Manhattan' hotel suite. "They' were like, 'Mom, come on. She's a TV star. Give her a break..."

But her parents held firm on the 12:30 am limit and even though she was living by herself in Wilmington, N.C. near the, "Dawson's Creek" set, Holmes towed the line. "I was usually in by midnight," she says with a sigh.

It makes sense that in the Williamson-directed “Teaching Mrs. Tingle,” Homes plays a goody-two-shoes honor student named Leigh Ann Watson who longs for nothing more than to make her waitress mom (Lesley Ann Warren) proud. The only thing that stands between the teen and her college scholarship is an evil history teacher named Mrs. Tingle (Helen Mirren). When the class troublemaker (Watson) hides a stolen exam in Leigh Ann's backpack and she's accused of cheating, the seniors head over to Mrs. Tingle's house to sort the matter out. The situation goes from bad to worse when the students wind up tying their teacher to her bed until she promises to let them off the hook.

"I understand Leigh Ann," says Holmes. "In high-school I was really uptight and very worried about my grades. And like Leigh Ann, I was constantly looking ahead, thinking about the future."

At the moment, Holmes' future looks bright. The actress, whose previous film credits in¬clude "The Ice Storm" (1997), "Disturbing Behavior" (199R) and "Go!" (1999), managed to squeeze in the highly-anticipated "Wonder Boys" during her summer hiatus from "Dawson's Creek."

In the movie, the latest drama from "L.A. Confidential's" Curtis Hanson, the actress plays a college student nursing a crush on her middle aged English professor (Michael Douglas).

In a case of life-imitating-art, the actress was accepted to Columbia University not long before she netted the high-profile role of a college freshman. At the moment, though, Holmes is putting her studies on the back burner. "College is not something I look upon lightly," she says, "I want to give it my entire attention and that's not possible right now. I've got 'Dawson's Creek' and I'm definitely staying with it as long as it runs."

It's that kind of loyalty which, has endeared Holmes to Williamson, who wrote the "Scream" movies before creat¬ing "Dawson's Creek" and directing "Tingle."

"Katie Holmes is America's little sister," he says. "She's that rare jewel, the real deal: hypnotic, smart, funny, sweet shy, boisterous, sneaky, talented."

Adds "Tingle" co-star Helen Mirren, "She's magical. It also pleased me that Katie was the consummate professional. She is technically able as an actress and she's also the sweetest girl on the planet."

The sweetest girl on the planet was born in Toledo, Ohio, where she grew up longing to be an actress. During her senior year at an all-girls Catholic academy, she landed a Los-An¬geles-based talent scout who be¬gan sending her scripts for as¬sorted TV projects.

One of the first teleplays that caught Holmes' attention was the "Dawson's Creek'" pilot. In her basement, with her mom feeding her cues, Holmes video¬taped her audition for the role of soulful tomboy Joey.

Amazingly, the videotape found its way to Williamson's desk. "I'll never forget, I pop in this videotape and it was this girl in her basement playing Joey," recalls Williamson. "Her mother played Dawson. And it took about me about a minute to say. 'Get her in here to test for the network.'"

That was easier said than done. Holmes, it turned out, was starring in a community theater production of "Damn Yankees" and didn't want to leave her cast mates in the lurch. -- Here is maybe the only girl in the world who says, 'My friends mean more to me than being on this TV series,'" mar¬vels Williamson. "Of course that only made me want her more. So we waited a week and then flew her out."

The rest, as they say, is his¬tory. Holmes lauded the role and, almost instantly, left home for the show's North Carolina set. "It was weird at first," she explains. "I had to buy grocer¬ies and do my own laundry.

"I had to decorate an apart¬ment. So I would sit around with all the other actors from ' Daw¬son's Creek' pouring over the Pottery Barn catalogs going,

'No, you can't order that vase. I just did. We're going to have the same decor.'

'We were so childish at first," Holmes says of co-stars James Van Der Beek, Michelle Will¬iams and Joshua Jackson. "But deep down I think we were really just scared kids. We were all very lonely and missing our families."

It helps that Holmes report¬edly began dating Jackson. "I can't really talk about it," she says, blushing all over again. "I like to keep my personal life personal.”

Holmes is happier discussing the show and the fate of her character's relationship with the ever-horny Dawson (Van Der Beek). At the moment, Dawson and Joey are on the outs. But don't expect the chill to last much longer.

"Joey has got to forgive Daw¬son by episode four or five of the new season," predicts the ac¬tress.

If Dawson and Joey fire up their romance, it's only a matter of time before Holmes has another love scene to worry about.

"People always ask me when Dawson and Joey are going to consummate their love," she says. ''I'm a hopeless romantic and I would be upset if they didn't eventually get together in that way. But I don't think there's any need to rush into things."