PATIENCE Philips is a woman who just won't stand up for herself - and the world is more than willing to step all over her.

A meek people-pleaser, she squanders her considerable artistic talent in a thankless job as a graphics designer for mammoth cosmetics company Hedare Beauty, a youth and beauty at all costs' conglomerate run by the tyrannical George Hedare (Lambert Wilson) and his icy supermodel wife, Laurel (Sharon Stone).

In a fateful turn of events, Patience's quiet life is forever changed when she overhears a conversation revealing that Hedare's too-good-to-be-true new anti-aging product is...too good to be true. Caught in the wrong place at the worst possible time, Patience is murdered to keep Hedare's secret safe.

But all is not lost. Resurrected by mysterious forces, she awakens. Suddenly gifted with strength, agility and ultra-keen senses, she is no longer just Patience - she is also Catwoman, a seductive creature delicately balancing on the dangerously thin line between good and bad.

Her adventures begin as she goes on the prowl to settle a few scores and have some long overdue fun.

But Catwoman's exploits quickly complicate Patience's burgeoning relationship with Tom Lone (Benjamin Bratt), a handsome cop dedicated to saving the good guys from the bad guys - and the belief that there's no grey area between the two.

The detective is falling for Patience, but he can't shake his fascination with the feline fatale who appears to be responsible for a string of crimes being committed throughout the city.

As her wild side breaks loose, the line between Patience and her untamed alter ego begins to blur - and neither of them feel like playing by anyone else's rules anymore.

Sometimes you have to die to get a life.

"Catwoman epitomises fantasy," says actress Halle Berry, who plays the feral anti-hero.

"She's who every woman wants to be and every man would like to be with. In many ways, cats embody the true psyche of women - cats are very elusive, and you have to work to gain their trust and their respect. It's not something that's given very freely. I've heard it said that dogs have masters, but cats have servants. And it's true!"

According to Berry, at the time that producer Denise Di Novi approached her for the role, Catwoman was just what the doctor ordered. "What I've found is that projects always come my way that serve me best in real life," she says.

"I needed to be Catwoman. I needed to take control of my life, and putting on that suit made it a whole lot easier. I felt empowered and strong and sexy - connected with myself as a woman."

Unlike Patience, Catwoman not only understands her newfound dominance and sensuality - she relishes it. "I wouldn't exactly call her a role model," cautions Berry with a laugh, "because she does do some naughty things. She's nice and naughty and naughty and nice. I would, however, say that what Patience learns holds a lot of value for any woman who is discovering her own needs and desires."

The lucky recipient of Patience's niceties and Catwoman's naughti-ness is police detective Tom Lone, played by actor Benjamin Bratt.

"Lone is a straight shooter," says Bratt. "He's a detective who is good at his job, and who believes in right and wrong, black and white - there's not a lot of grey area in the world for him. So it presents an interesting problem when he develops feelings for someone who may or may not be involved in some shady dealings."

Sharon Stone co-stars as glamorous beauty queen Laurel Hedare. "I enjoyed playing this part because I get the joke' about Laurel," says Stone of her obsessively vain character. "I will not go around saying I'm 35, because I just don't believe in that. But Laurel does bow to the pressure from society to stay young at all costs, to be perfect - to be more' as the Hedare slogan says. I really like what this movie has to say about finding out who you are and then giving yourself the power to just be yourself. No more, no less, just yourself."