THE WARDROBE FOR BEING KATE in Sydney took considerably more work - and shopping - to assemble.

"My favorite places to shop were an area called Paddington and a store called Scanlan & Theodore, one of the best fashion boutiques in Sydney," Bosworth says. "Personally, it's my taste in clothes. It can go either edgy - you know, great trousers and sweaters - or really beautiful and flirty in feminine dresses. Very flowy and cool. But that was one of my favorite stores and it's, you know, only in Australia. Another store that I loved, that is being more introduced to America and Europe, is a place called Tsubi. They have really good skinny jeans, and that's more kind of funky and cool, more of a London street vibe. There's another great jean store called Sass & Bide. That has great skinny jeans as well."

Thus outfitted, Bosworth went out to play, often with her costars.

"We were really, really close on this film," she says. "And I think because it's not like we were all working in L.A., and we had our groups of different friends and were living at home. We were all sort of living in this bubble in a place that was far, far away from home, and so we all did just become very close and go out at night. We absolutely all hung out together."

So it was common to see Bosworth, Routh, Spacey (with whom Bosworth starred as Sandra Dee in Beyond the Sea), and James Marsden (who plays Lois's fiancé in the film) out on the town, along with other­ cast members like Frank Langella, Parker Posey, and Eva Marie Saint, all led by director Bryan Singer. Of Singer, Bosworth says, "He's incredibly talented, but he is also a lot of fun. I mean, he definitely knows how to have a good time."

But just as often you would find Bosworth with her dog.

"I loved Centennial Parklands," she says. "I think it was modeled after Central Park. It's a big park right in the middle of the city, and it's really, really lovely. I have a dog, and she came with me to Australia, so it was nice for me to, you know, walk her around. On Sundays, they hold a lot of concerts there at the park as well. I saw Jack Johnson play when I first came to Sydney."

They had weekends off, which meant beaches.

"Palm Beach and Whale Beach," she says. "They are part of the Northern Beaches. It's about 45 minutes to an hour's drive from Sydney. Pack a picnic. I imagine Sydney a lot like California probably was years and years ago. I mean, you know, when it was still pristine and clean and beautiful and pure."

For dinner, Bosworth became a regular at the Pier, which has the most Australian of seafoods: the crustacean known as the Balmain Bug, a rock-lobster-like creature that she had to try on her you're-only-22-once liberation tour. "Yeah, that's like the little seafood critter, right?" she says. She ate her first of several at the Pier, just down the street from her apartment in Point Piper. "It was in a soup, actually. Delicious," she says. "That was my favorite restaurant in Sydney. I went there pretty much every weekend. It's right on Rose Bay, and the restaurant juts out into the harbor, so it's shaped on the inside like an old, beautiful boat. And in fact, you can dock outside of the restaurant and then come up for lunch."

But dinner was usually only the beginning for the indestructible cast and crew.

"There's a place called the Victoria Room. You can take a big group of people there, and they have, like, really big round tables, and it's all tapas," she says, before changing directions. "You know what actually is very indicative of Sydney? They're famous for their barbecues. You would go to a friend's house at night for barbecue, hang out until the wee hours of the morning, and then go home, sleep, come back sort of in the afternoon, have a Bloody Mary and barbecue again, and then go just have a sunny Sunday afternoon. Their way of life is just so incredible. I mean, I would absolutely love to live there one day."

Some days, she flew to lunch or dinner, not with Superman, but by seaplane. "They would take off and land right outside my window, which was really fun. You take the seaplane about 45 minutes and land on a river, and you pull up to a restaurant called the Cottage Point and Inn Restaurant. And the only way to get there is by seaplane. I suppose you could take a boat, but it's a bit more tricky."