As the Spartan queen in the bloody blockbuster 300, Brit Lena Headey is swarmed by scantily clad warriors — but it barely made her blush. ”It was kind of like having a lot of naked brothers running around,” says the actress, last seen in 2006’s Imagine Me & You. After years of supporting roles (1997’s Mrs. Dalloway, 2002’s Possession), Headey, 33, is carving out a career playing strong, tough women. She recently shot The Sarah Connor Chronicles, a Fox pilot based on Linda Hamilton’s character from the Terminator films. ”It’s after T2, and you meet John and Sarah in L.A., trying to establish a life together whilst finding the enemy,” says Headey. At least she’s no longer fighting 300 beautiful fellas for screen time.

Her 300 role was elevated from cameo to queen ”In the graphic novel, [Queen Gorgo] was kind of one [page] in the entire book. I love that she manages to be feminine alongside being really secure.”

Headey had to be careful not to pull a Janet Jackson while wearing her revealing royal wardrobe ”If anything, it made me more still, which I’m really not in my life. It gave me a certain grace. If I do move suddenly, then there’s a chance for a little boob action.”

Playing the tough Connor shouldn’t be hard: Headey is a boxer ”I took up boxing as a fitness thing. I got obsessed and I would go every day when I wasn’t working. It’s just an insane sport when you get into it.”

Don’t tell James Cameron, but Headey hasn’t really seen Terminator or Terminator 2 ”I’ve watched pieces. [Sarah]’s so iconic, and people are so protective of her. I don’t want the added pressure. My Sarah Connor is my Sarah Connor. I’m making her my own.”