HOLLYWOOD -- For Kate Beckinsale, walking onto the wintry Northern Manitoba set of Whiteout for the first time was a breathtaking experience.

Literally.

"That very first day coming out of the trailer, I really was worried I wasn't going to be able to speak at all because my whole throat closed on that first breath," the 36-year-old English starlet recalls at a balmy Bel Air press conference for the action-thriller, in which she plays a U.S. marshall stationed in Antarctica. "But luckily, (my co-star) Gabriel (Macht) told me to keep my passages open."

Beckinsale also received a handy guide to all things frigid when she left her hot Cali digs for the shores of frozen Lake Manitoba. The area, about a two-hour drive north of Winnipeg, posed as the South Pole for part of the forthcoming flick's spring 2007 shoot.

"They put this telephone directory under our doors the night before we started shooting, saying 'These are all the different ways you can die here,' from being too cold, or being too hot if you keep your clothes on when you go inside. We all panicked."

As it turned out, enduring the cold -- it was around -30 degrees Celsius plus windchill when they started filming -- was only half the battle. Beckinsale not-so-fondly remembers taking off and putting on 15 layers of clothes about 70 times a day -- a task that sounds even more exhausting than slipping into that vampy catsuit she donned for Underworld and Underworld: Evolution.

"When we first came out, all the men had beards full of ice that I thought was makeup department tests," she says. "But it wasn't; it was real. And my hair froze into a point just from breathing on it."

Director Dominic Sena (Gone in 60 Seconds) and producer Joel Silver (The Matrix trilogy) felt the snow-covered Manitoba plains were an ideal -- and safe -- stand-in for the no-man's/woman's-land that is Antarctica, a continent almost entirely covered in ice.

Based on a 2001 graphic novel by Greg Rucka, Whiteout -- hitting theatres Friday -- sees Beckinsale's hard-nosed cop Carrie Stetko bearing the deep freeze and trying to solve a shocking murder among a group of geologists at an ice field research station near the onset of winter. Meanwhile, she's still struggling to shove aside her demons from a previous job trauma.

Her support team consists of fatherly Dr. John Fury (Tom Skerritt from TV's Picket Fences), brotherly pilot Delfy (Stomp the Yard's Columbus Short) and UN operative -- and love interest -- Robert Pryce (The Spirit's Gabriel Macht).

While Carrie spends most of her time grappling with clues and suspects ("I've never been dragged around on a homemade surfboard through snow," Beckinsale laughs), there's at least one scene some will argue has nothing to do with the plot. Let's just say it involves Beckinsale, booty shorts, and a shower.

"Sometimes you do what you're told in your life," she jokes about the, ahem, brief clip, which Rucka attempts to defend.

"There's actually a scene that leads into a flashback and there's an issue for Carrie's character between the cold and the heat ... And, yeah, you get to see her in the shower," he says.

Hey, at least she's not wearing leather. Beckinsale dismisses rumours surrounding her possible return for an Underworld fourquel (despite the fact that neither she, nor her director husband Len Wiseman, were involved in the franchise's third instalment,).

"I don't think my daughter needs to see my bottom in rubber for another 10 years," she says.

The London-born actress -- who broke through with her portrayal of Lieut. Evelyn Johnson in Pearl Harbor, and also starred in the Adam Sandler comedy Click and as Ava Gardner in The Aviator -- says she brings 10-year-old Lily (whose father is her ex, Michael Sheen) along on every shoot. That includes the icy trek to Manitoba.

Indeed, Beckinsale is far more in tune with her motherly instincts than your average FHM-certified hottie.

"I've tried to make it as normal a life as possible -- a regular working mom who puts her kid in the bath," she says. "I think she's lucky to be around lots of very nice and creative people and have these experiences."

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