A lot of people go to Las Vegas to live out a forbidden fantasy or revel in the decadence of the city’s guilty pleasures. Heather Graham is no different—although her secret desire is unexpectedly G-rated. The star of The Hangover Part III admits she became so obsessed with Cirque du Soleil when the movie was being shot in the city, she arranged a private backstage visit to in order to attempt one of its dazzling aerial maneuvers. But when she realized how death-defying the trick was, she nearly chickened—and passed—out. “I was like, ‘I want to do this, but do I?’” she confesses, her big blue eyes growing as wide as saucers. “It was so frightening!”

Of course she went through with the warrior-worthy stunt; Graham is not the kind of woman to back down from a challenge, a toughness belied by her ethereal beauty. “Heather has no fear, and she loves to mix it up,” says Todd Phillips, director of The Hangover and its sequels. “That makes her a perfect member of the Wolfpack.”

Although Graham’s character, Jade, the stripper with a heart of gold and a baby named Carlos/Tyler, was absent from the second Hangover film, set in Thailand, she has returned for more high-stakes high jinx with the guys (Bradley Cooper, Zach Galifianakis, and Ed Helms) in the final, return-to-Vegas installment of the $1 billion franchise, out May 24. “Heather brought such a nice light to set every day,” says Galifianakis. “There is a calmness about her that is hard to describe. She is a friendly, classy lady.”

The script, of course, is as highly guarded as the Hand of Faith at Golden Nugget, but Graham will allow that Carlos/ Tyler, now 6, is played by the same actor, and that Jade is no longer working the pole. “It’s not just a perfunctory thing,” says Helms about Jade’s return (his character, Stu, married Jade in a quickie Strip wedding in the first movie). “It’s worked into the story in a smart and relevant way.”

Graham is aware of her good fortune at being cast in a role that every actress in Hollywood coveted. “It’s pretty awesome,” she says, sipping a glass of basil lemonade at a café near her Hollywood Hills home. “Being the only girl with a bunch of guys, you get a lot of attention.” Also awesome, she says, was seeing how super-successful the actors in the Wolfpack—a nickname coined by Galifianakis’s character in the first Hangover—got after that movie became the highest-grossing original R-rated comedy in US history. While they have bigger trailers this time around, she says, they’ve all remained grounded. “Bradley is super cool and supportive. Ed’s so sweet and charm- ing. Zach is a unique and original person with this crazy comedy brain.”

In fact, Graham was so impressed by their comedic skills, she was inspired to take improv classes at Upright Citizens Brigade Theatre. “I wanted to understand more about what they were doing,” she says. Combining her comedy skills with the inspiration she took from a female-empowerment class, she wrote her first screenplay, which she has secured financing for and plans to direct. “I wanted to write something that cracked me up,” she says of the romantic comedy about female friendships, sex, and relationships. Although Graham has appeared in more than two dozen films, she feels there’s a shortage of quality movies told from a woman’s point of view. “I’m intrigued by that,” she says, “and want to empower women the way I want to be empowered.”

Graham’s own empowerment was hard-won, and is still a work in progress. Growing up in Milwaukee in a strict Catholic family, she became torn between her traditional upbringing and her desire to be an independent woman. “A lot of times we’re brought up to please other people or take care of other people,” she says. “It’s ingrained in our nature to be motherly. I had to step outside of that and go, ‘What makes me happy?’ I had to completely rethink that.”

She also faced a struggle between the way she was raised and Hollywood’s sexualized culture. “You get a million mixed messages about how you should behave,” she says. “So how do you learn how to have a healthy point of view and feel good about your sexuality?” Bucking her buttoned-up background, Graham has done some impressively racy scenes in films such as Drugstore Cowboy, Boogie Nights, and About Cherry. Her choice of risqué roles reportedly caused a rift between Graham and her parents early in her career, but she hints that their relationship is better today: “I’d say just that I feel more accepting of their point of view. I don’t have the same point of view, but I [got] more accepting that this is how it is.”

Despite her conservative upbringing, sex is a topic that Graham talks about openly and enthusiastically. “I was taught to be demure,” she says, “so it was harder for me to learn how to stand up for myself and go, ‘What do I want? What are my desires?’” When asked what exactly her desires are, she says with a laugh, “Good sex!”

It’s hard to believe that would be a problem for Graham, who’s been in practically every men’s magazine’s “sexiest” rankings and has an epic list of alleged Hollywood lovers. Just a sampling of her reported boyfriends: Edward Burns, James Woods, Matt Dillon, Kyle MacLachlan, Leonardo DiCaprio, Benicio Del Toro, Russell Crowe, Scott Speedman, Matthew Perry, and Adam Ant. Of course, while she seems happy to talk about her viewpoints in theory, getting her to reveal juicy details about her love life is not going to happen. “I do have some great stories; I’ve definitely lived,” she says with a mischievous smile. “Maybe when I’m 80 and everyone’s dead!”

Graham, at 43 and single again after her relationship with TV personality and director Jason Silva ended last year, has never felt pressured to get married. “I’m not against it,” she says. “I would definitely do it if I was in the right situation. I would like to be with someone I could settle down with and be with for the rest of my life. But I don’t feel like I need to.”

Graham allows that perhaps being raised to be a pleaser is a factor in her not having found Mr. Right. “I want to choose better for myself,” she says. “I think everyone I’ve dated has been great, but maybe not the most compatible match.” Potential suitors should consider enjoying yoga, meditation, traveling to Asia for her charity work with the Cambodian Children’s Fund, and marathons of Homeland, Girls, and Downtown Abbey. But make no mistake, Graham is just fine on her own. “I kind of feel like I dodged a bullet,” she says. “I’d rather be happily single than unhappily married. In the meantime, I’m having a lot of fun.”

Although Graham is in the proverbial transitional decade for women in Hollywood, she has managed to continue landing quality projects. “I’m so happy I get to keep working,” she says. “I admire people like Susan Sarandon. She’s older, and she’s really vibrant and alive.” Graham doesn’t feel as if she needs to conform to the stereotype of what her age means in show business: “I’m open to playing different kinds of parts. It’d be great to stretch, but at the same time I want to feel hot. I feel really young.”

With perfect porcelain skin and long, lean legs that reach to the heavens (she does Pilates and takes “really hard” yoga classes), Graham doesn’t feel the need to nip and tuck and plans to age naturally. “I have not ever opted to do surgery, because it’s scary,” she says. “Maybe some people get it done and you can’t tell and that’s great, but I feel like it makes your face look weird. I think if you’re happy, then that’s the glow.”

Graham, whom Helms calls “this little beacon of sunshine and joy and beauty,” certainly has the glow. “It’s a difficult thing to explain,” adds director Phillips, “but she brings ‘light’ with her. And that is just an amazing thing to have.”

Like what you're reading? Get it delivered straight to your inbox. Sign up now for our newsletters >>