Angelina, Scarlett, Keira Undress for Vanity Fair

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— -- Movie buffs are racing to get their hands on the Hollywood issue of Vanity Fair. This year, influential Gucci designer Tom Ford directed the issue that's themed "Tom Ford's New Hollywood."

Ford said that 2005 was a turning point for Hollywood because many of the stars who will define cinema in the coming years got their big breaks last year.

Ford said he approached the project the same way he approached designing clothes or shoes. He asked himself: "What do I see? What am I tired of seeing?"

The idea of a revamped Hollywood issue was born over a few drinks with Vanity Fair editor Graydon Carter, when Ford let it slip that he thought the issue had become a bit stale.

Ford said he was interested in cultural shifts and mood changes. Although 2005 was a record low year for the box office, he said it was a great year for Hollywood because it ushered in some of the major new talents that would define cinema in the future. In fact, 14 of the 20 acting nominations this year went to performers who are first-time nominees -- the most in nine years.

Ford wants to push the envelope a bit -- and that means nudity. Keira Knightley, Scarlett Johansson and Sienna Miller will appear in the issue without clothes.

Critics allege that Ford is obsessed with pornography, but he said: "These are such beautiful people. Beautiful women, who doesn't want to see this?"

But not all the stars felt comfortable in the nude. Ford said "Wedding Crashers" star Rachel McAdams refused to disrobe.

According to Ford, no one embodies the new Hollywood better than Dakota Fanning. In an essay that will appear in the magazine, he wrote that she was "an ageless icon, like Elizabeth Taylor."

She is also a box-office force. Fanning makes $3 million a picture, and her films have grossed more than $650 million -- more than Reese Witherspoon, Julia Roberts and Nicole Kidman.

"She has such a beautiful face," said Ford, who had Dakota photographed as an adult wearing Chanel couture. "She's growing up in such a beautiful way."

Ford said he tried to capture each actor's character. For instance, Anne Hathaway is photographed wearing a Victorian dress. She is, Ford said, like a John Singer Sargent painting.

Reputed ladies man George Clooney, who has earned a reputation as a talented director and screenwriter for "Good Night, and Good Luck" this year, is shot directing an imaginary set filled with women wearing nothing but underwear.

"It just seemed like every woman's dream, so that's what we did," Ford said.

According to Ford, Peter Sarsgaard, who starred in "Boys Don't Cry" and "Jarhead," is "one of the most fearless actors today." In the issue, Sarsgaard is photographed wearing a nice suit, but bound with Japanese bondage rope and suspended in midair.

"We spent about an hour tying him up and hanging him from the ceiling," Ford said.

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