It’s not a time in her life Ginnifer Goodwin likes to revisit. In fact, the cherubic actress figures she hasn’t spoken about it in 10 years. Studying abroad at the London Academy of Music and Dramatic Art, Goodwin flunked clown class.

“It’s such a painful memory,” she says, her dimples deepening into a mock grimace as she pushes some fruit around her plate at an outdoor café. “My teacher told me I was the worst clown he’d ever seen.”

So the Tennessee-bred actress, now 29, decided to “screw clown school.” Instead, she got a B.F.A. in acting from Boston University and made for Queens, New York, where she shared a bed with a girlfriend.

That trial was short-lived. Almost immediately, Goodwin landed a recurring role as the sweet, brainy high school student Diane Snyder on NBC’s Ed. That gig—and probably those bottomless dimples—led to movie roles as an insecure cellist who blooms under the tutelage of Julia Roberts in Mona Lisa Smile (2003), a starstruck checkout clerk in Win a Date With Tad Hamilton! (2004), and Johnny Cash’s downtrodden first wife in Walk the Line (2005). But Goodwin’s true breakout came last year, on HBO’s provocative polygamy drama Big Love, which begins its second season in June. She stars as Margene, the third and youngest wife of the owner of a chain of hardware stores, played by Bill Paxton. She has to compete with two smoking-hot alpha women—Chloë Sevigny and Jeanne Tripplehorn—for the left side of Paxton’s bed. At the end of the show’s first season, Margene, pregnant with her third child, is still struggling to find her footing among the more assertive wives. This season, she evolves into a persuasively fierce presence who can more than hold her own in Paxton’s bedroom.

“She’s finding her voice,” Goodwin says. “Inside Margene’s head, she’s not in a subservient position, but I can’t imagine anything more compromising than sharing a spouse—staying home, keeping the house clean, keeping food on the table, and procreating and procreating and procreating . . .”

While being a subordinate housewife doesn’t top Goodwin’s wish list—“I want to work endlessly and tirelessly until I’m an old, old lady,” she says—she’s a fifties-style traditionalist: “I’m insanely girly. I like having the door opened for me. I want to cook dinner for my boyfriend. And I can’t wait to have babies.” The boyfriend she’s referring to is Katie Holmes’ ex, actor Chris Klein. They met last year on the set of Bryan Gunnar Cole’s drama about the reinstatement of the draft, Day Zero, which premiered at the Tribeca Film Festival in April. “Chris is the nicest person you’ve ever met in your entire life,” she says. “It’s a match made in heaven.”

Goodwin might indulge in a few domestic-goddess fantasies, but the unrelenting display of female flesh she’s witnessed since she moved to L.A. in 2003 has brought out the Gloria Steinem in her. Last Halloween, when most of her peers went to parties dressed as “skanky, slutty witches,” she went out as “an old-school trash-bag witch. It’s in defiance of all the girls in L.A. showing their coochies as their Halloween costume,” Goodwin says. “Or when they’re just going to Koi and having dinner.”