Michelle Williams climbs ''Brokeback Mountain'' -- The former ''Dawson's Creek'' star talks about her transformation into an Oscar contender

On a Sunday evening in Brooklyn, Michelle Williams and Heath Ledger tuck into an early dinner of steak and red wine at their bustling neighborhood bistro. Williams holds their 8-week-old baby, Matilda, in her arms, as Bob Marley sings in the background. After the meal, Ledger puts on a knit cap, swaddles his peanut-size daughter to his chest, and leaves Williams to her interviewer. ”Take care of my girl,” he instructs genially before retreating from the golden-lit restaurant to their nearby brownstone. Williams, who at 25 is both a new mother and new to the type of critical acclaim she’s earned for her performance as Ledger’s beleaguered wife in Brokeback Mountain, looks for a minute like she might cry. ”I’m sorry,” she says, ”everything’s a little bit of a mess right now. I had to breast-feed in the restaurant, and that’s the first time I’ve done that. I couldn’t get my shirt down,” she says, pulling on the neck of her black sweater before taking a deep breath to settle herself. ”The first times are confusing and overwhelming, and I’m trying to learn how to deal with so many first times and not get harried and frustrated.” The couple couldn’t stomach the paparazzi-and-premiere rigors of Hollywood, and they chose to live in Brooklyn over Manhattan because, Williams says, when you get off the subway, you can ”see the sky.” After she and Ledger, 26, brought Matilda home from the hospital, they didn’t have any help or family staying with them for the first month. ”We’re young parents, and too easily I could have become dependent,” she explains. ”I learned that there’s nothing that I can’t do for her. Is she fed, is she wet, is she bored, is she tired?”

Harder, of course, is adjusting to her own shifting desires and needs. After more than a decade in the business, and six long years on the teen soap Dawson’s Creek, Williams is suddenly being spoken about in the same breath as fellow Golden Globe nominees Shirley MacLaine and Frances McDormand. ”I can’t figure out if it’s the best time for this to be happening, because my life is already so full with a new baby, and I can’t get too caught up,” she says, ”or is it a bummer that I can’t capitalize now on years of hard work?”

When Brokeback director Ang Lee was ready to audition actresses for the role of Alma, a young Wyoming woman married to a taciturn gay ranch hand, his casting director, Avy Kaufman, suggested Williams, who was raised in rural Montana before moving to California when she was 8. Kaufman told him the actress wasn’t an obvious choice, but he should take a look at her understated work in The Station Agent to get a sense of her appeal. ”Something about her,” says Lee, ”you look at her and you wish her happiness. She’s quite close to how Alma was written, this small beautiful woman with all that quality of vulnerability.”

Williams says her favorite scenes in the movie are the ones without words, like when a windblown Alma hangs laundry on a clothesline or when she opens the screen door, sees her husband kissing another man, and retreats silently back into their apartment. ”She reminds me of a child actor,” says Lee, ”in the best sense. You give her a set of directions, and she listens and looks straight in your eyes like a child. Sometimes you have to beat up actors so badly to get them to believe what they’re doing. Like a child, she believes.”