FOR MISS U.S.A. SECOND UNNER-UP, BEAUTY IS MORE THAN SKIN DEEP

MARION, Ill. -- The Marion restaurant had a few customers seated here and there, but Miss Illinois U.S.A. was easy to pick out.

She sat with her sister, Michelle Gesell, chatting about an upcoming move to Chicago. The other customers, particularly the men, did little to hide admiring stares.

Holmes is used to it, just as she is used to dealing with reporters.

"I want to warn you that we have to pick up my niece at 2:45," she said pleasantly. Interpretation: she had about 40 minutes for the interview on a busy Monday.

Holmes communicates through her answering machine and has appointments booked through June. It's all part of being the most beautiful woman in Illinois.

Answering typical questions are part of it, too. Holmes is 20 years old, 5 feet, 8 inches tall and weighs 112 pounds. Her birthday is March 30. Light brown hair, blue eyes. No, she isn't seeing anyone seriously. Yes, she dates when she has time.

But there's more to Holmes than the pouffy 'do and bright red lipstick people saw when she took second runner-up in February's Miss U.S.A. contest. Holmes has devoted the last three years to her mind and body, preparing for pageants and a degree in elementary education.

Born and raised in Marion, she is Lynn and Mikie Holmes' fourth and youngest child. She graduated high school in 1992 and attended John A. Logan Community College for two years before transferring to Southern Illinois University her junior year.

College got put on hold for pageant life, which began when Holmes turned 17. Her first pageant was the Williamson County Fair. She placed, but didn't win a crown until her third pageant -- Miss Herrin Festa Italiana. She went on to win Miss Mid-South in Nashville.

The scholarships collected from placing and winning in the pageants put Holmes through her first two years of college. She also consistently won Miss Photogenic, opening up modeling jobs.

Miss Illinois U.S.A., conducted in November in Schaumburg, was the big one. Gesell, her sister, was used to helping Holmes prepare for the pageants, but this time the beauty queen was on her own. She had to do her own hair, make-up and dressing.

"I felt very at ease on the stage," Holmes said. "When I made the top three, my father made a promise in the heat of the moment. He said if I took Miss Illinois, he would fly anyone from Marion who wanted to watch me in Miss U.S.A. to South Padre Island."

Her father ended up footing the bill for 13 relatives' trip to the Texas island.

Holmes said she was disappointed with her second runner-up finish, but felt she worked as hard as she could. She wore a red bikini for the swimsuit competition, a white, feathered dress for the evening gown competition and answered questions about Hillary Clinton's image for her final interview.

Miss Texas U.S.A. Chelsea Smith took the title, but Holmes won a total of $3,000 cash and $500 in lingerie.

Her exposure in the televised pageant netted her four movie scripts, modeling opportunities and lots of attention. Children stop Holmes when she's in public. They want to touch her.

If Miss U.S.A. wins Miss Universe and the first runner-up doesn't want to become Miss U.S.A., Holmes could take the title, but she said she isn't sure she wants any more on her schedule.

"I've done three telethons this year and other charity events, which are free," she said. "I get an appearance fee for parades and grand openings. I have an agent with the U.S.A. pageant system who books all my appearances."

Keeping up her appearance is part of Holmes' career. She works with free weights every day and eats only low-fat foods. Genetics help keep her slim, too, she admitted.

Holmes, who never moved out of her parents' house, moved to far-away Chicago Wednesday to pursue a modeling career. Two modeling agencies are interested in her, and she had interviews set up with two more soon after the move.

But her pageant career may be over. If she becomes a successful model, Holmes said, she won't return to pageants. Either way, she can't go back through the U.S.A. system.

For the hundreds of little girls who compete in small-town pageants every year, Holmes is a hero. She advises them to set goals and work to achieve them.

And she quotes a poem her grandmother told her many years ago.

"If you follow your dreams in whatever you do,

it won't be long until they start coming true."