Hes not trying too hard, explains Pompeo, who plays the title character, Meredith Grey. Hes sexier because hes not chasing anything anymore. Its a law of physics—when you run after something, it runs away from you.

Dempsey and his wife live between three houses: the Spanish-style three-bedroom in L.A. with pool, tennis court, and the Porsche, Jaguar, and Panoz racing car parked out front; the house on the lake in his wifes native Texas; and the Colonial farmhouse outside Portland, Maine. The dude has transformed also into the devoted father of Talula, a brown-haired 4-year-old with whom Dempsey is, according to his wife, a very disciplined father. Im the sugar mama, and hes daddy disciplinarian.

V. Dempsey 3.0?

Will there be another Dempsey? There is, of course, a role model—a similarly stubbly, studly precedent who morphed from medical-drama physician to feature-film superstar.

Indeed, standing in the evening light in the Beverly Hills Hotel driveway, suavely waving off the scurrying valets and fetching the Jag himself, Dempsey looks oh-so ready to get his Clooney on. Dempsey is aware of the comparisons. He says he admires Clooney as much for what he didnt do after ER as for what he did: He didnt go make a movie just to make a movie. He develops his own projects. But Im not going to go do some independent film just to be cool. I dont need to be cool anymore. Im over that. Im just going to have fun.

He hops into the Jaguar and it growls to life.

Im so lucky to be sitting where I am right now. Very few guys get a shot in their late 30s, says Dempsey, smiling as he guns the engine once. This is so funny to me. Im a hunky guy now—how did that happen?