LEA THOMPSON MY LIFE IN 10 Pictures

GROWING UP in Rochester, Minn., Lea Katherine Thompson always wanted to be a ballerina. That all changed at 20, however, when the legendary dancer Mikhail Baryshnikov told her bluntly, "You're a lovely dancer, but you're too stocky.

" Yet Lea never lost her footing. "[Afterwards] I started acting and got work very quickly.... It was the best thing that ever happened to me!" Of course, marrying director Howard Deutch and raising daughters Madelyn and Zoey have given her other things to consider. And that's just fine since Lea, who turns 61 on May 31, always believes the best is yet to come...as long as you're not afraid of what life has to offer. "That's how you keep staying young. You keep staying alive. You keep trying new things. And the minute you get scared and you say no, it starts to get easier and easier, and then you find yourself living in a very beige world."

1 1983 MAKING MOVES "I really didn't 1 know much about acting," admitted Lea, who went quickly from her first professional gig in a Burger King ad to her role in All the Right Moves with Tom Cruise. "[He] was very kind and protective. And I'll never forget it. He really helped me learn how to be a better actor." breakthrough

2 1985 BACK TALK "I always got into character by 2 listening to 'Mr. Sandman' to just get into the headspace of that crazy time," Lea said of her turn in the blockbuster Back to the Future. "The '50s really were a crazy time for women, and I was not that person, so that song helped me get into all that." And it worked. "When things click, it's just this weird alchemy and magic. I just felt I clicked with the part of Lorraine."