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She's smart, sexy, sweet and manages to keep the love of the hunky guy in such films as Varsity Blues, Outside Providence and Road Trip, as well as her memorable recurring character on the WB's Felicity. Considered one of the up-and-coming "sophomores" in Vanity Fair's yearly Hollywood issue, she's certainly a rising star in the world of quirky comedies.

But she throws all caution and sweetness to the wind in the outrageous comedy Rat Race. Smart plays Tracy, a woman who joins the race with an uptight laywer (Breckin Meyer) to go after $2 million. Yet, she's a woman scorned--a woman who is handy with a helicopter and who knows how to use it as a weapon of destruction, as well as do anything it takes to get the $2 million.

Hollywood.com caught up with Smart to talk to her about her new movie, what is was like working with the multi-talented cast and most importantly, what she would do for $2 million.

Looks like you guys had a blast making this movie...

Amy Smart: There was such a loving energy on the set--most of the time. Jerry Zucker just set a great tone for the movie. And working with all these amazing actors...they weren't out to prove anything but just have fun and do what they do best. So, I felt challenged to step up my performance and do my best. And I trusted Jerry to bring out the best in me and be happy with the takes we had.

Have you seen It's a Mad, Mad, Mad, Mad World?

Smart: Yeah, I have. I think [Rat Race] is similar in format and style, but I find [our movie] much funnier.

How was it working with Breckin again? [the two starred in last year's Road Trip]?

Smart: It was so fun working with him again because you don't have to go through that time of getting to know each other and feeling comfortable. Just popping into a different movie with different characters and circumstances.

You seem to be making a name for yourself in quirky comedies. How would you compare this one to the others?

Smart: This was the first movie with really seasoned comedians. It's not a teen comedy. It has Mr. Bean, Rowan Atkinson. John Cleese, who is such a classic comedian. Jon Lovitz, Cuba Gooding Jr., getting to see him do something different, which was exciting to watch. And my favorite, Whoopi Goldberg. I always loved her work and have always found her to be one of the funniest women alive. So working with her was such a blessing.

Coming from a wacky comedy, what's the craziest thing that happened on the set?

Smart: It's hard to name one. Well, for me, during the helicopter, Breckin had really never seen that side of me before. I literally creeped him out. [Starting to crack up] Watching his true-life reaction was so funny to me. It was hard for me to keep a straight face.

Yes, the maniacal contortions of your face in that scene would be scary to anyone, but coming from the usually sweet nature you have on-screen...

Smart: It was like, "Whoa, lady!"

Ever thought about doing a serious drama?

Smart: I would love to do one. I just sort of take as it comes, and I'm pretty selective. I want to have a good reason for everything I take. And it just so happens that I have two comedies back to back.

O.K., if you weren't already making the big bucks acting, what would you do for $2 million?

Smart: I was just asked that question on CNN's Headline News, and I said I'd skydive naked.

Sure, for $2 million...

Smart: Seriously, for me, I'm a real environmentalist and I volunteer a lot when I'm not working. So, if I were to get $2 million, I would probably want to donate that.

By Kit Bowen, Hollywood.com Staff

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Amy appeared topless for the first time in 2000's Road Trip, a scene permanently etched in our brains. "I'd never done nudity before, so I was a little nervous," she admitted to reporters. "Then the director, Todd Phillips, told me that he would never forget watching Phoebe Cates drop her top in Fast Times at Ridgemont High. He said it changed his life. I guess that made me feel better." Amy did check with her female parental unit first. "She said, 'If you think it's the right choice, then you should do it'" Amy says. "I was just so glad she didn't become overprotective."

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