(FORTUNE Magazine) – The day Debby Hopkins blew into Lucent, Jim Lusk intended to despise her. Lucent's interim chief financial officer for a stretch this year, Lusk was the guy due to get the top financial job if Chief Executive Rich McGinn failed to recruit, as he hoped, "one of America's ten top CFOs." McGinn got the girl, and Lusk was irked. "I really wanted to hate her," Lusk says about "Hurricane Debby," so-called by some who have felt her force. In 16 months at Boeing, Hopkins had swept out the finance staff, manhandled the top brass, meddled with everything, and got a lot of press for improving the aerospace giant's stock price. So when she arrived in May, Lusk was dreading their two-hour introductory one-on-one. "I walked in with my list of 40 business things to discuss," he recalls. "We didn't cover any of them. The entire time she talked about me and what she would do to support me. That floored me. In five minutes she had my career in her hands. It was stunning."

Call it a woman's power--which, of course, has been confounding men for eons. It's stunning, but not particularly mysterious, that Debby Hopkins rises to No. 2 on FORTUNE's list of the 50 Most Powerful Women in Business. With a backbone of steel and a deft touch, she is not only the lever in an urgently needed turnaround at Lucent, a bellwether company, but also one of America's most in-demand financial reengineers at a time when just about every company is anxiously contemplating major change. Boeing Chief Executive Phil Condit, Hopkins' former boss, has a unique perspective, especially since he sits on the board of Hewlett-Packard, where another powerful woman rules. He says, "Debby could be the next Carly Fiorina."

In fact, these two women, who top this year's Most Powerful Women list, share a nurture-thy-company philosophy. "A company is an organic, living, breathing thing, not just an income sheet and balance sheet," says Hewlett-Packard Chairman and CEO Carly Fiorina. "You have to lead it with that in mind."

Considering the criteria we use to gauge power, Fiorina is the inevitable No. 1 for the third time since we launched this Power 50 list in 1998. We look at the size and importance of the woman's business in the global economy, her clout inside her company, and the arc of her career (where she's been and where she's likely to go), as well as her influence on mass culture and society. Quitting Lucent just over a year ago, Fiorina became the first female CEO of a very major corporation--America's 13th largest, with nearly $50 billion a year in revenues. Her purpose isn't just leadership; it's transformation, which she believes she can make happen by inspiring 90,000 employees to change their ways of thinking and working to excel in the Internet Age. Asked for her personal take on power, she says, "Power is the ability to change things."

Fiorina's definition is particularly apt because this year's FORTUNE Power 50 is all about change. Some prominent women moved way up (Oprah), way down (Heidi Miller), and off the list altogether (see "The Fastest-Diving Women"). This year's Power 50 includes a record 18 newcomers--rising stars at such companies as Cisco, Oracle, Sun Microsystems, Charles Schwab, Fidelity Investments, Wal-Mart, and PepsiCo. The newcomers share some unusual career strategies, including one "secret weapon" that a surprising number of them have in common.

This year's Power 50 attest to the adage "You need to move to move up." Many on the list, and almost all the really fast-rising women, recently changed jobs, companies, and even industries. Donna Dubinsky, leaping onto the list at No. 4, is the mother of the booming handheld computer market. She co-founded Palm almost a decade ago, left in 1998, and hatched her second startup, Handspring, which this year emerged as Palm's fiercest rival. Ellen Hancock, debuting at No. 5, had power and lost it. Once IBM's highest-ranking woman, she got fired by Lou Gerstner and later, at Apple, by Steve Jobs--in both cases, when the new CEOs pushed out old management. Freaked out by failure, Hancock would have left Silicon Valley if not for boosters like Sun Microsystems CEO Scott McNealy, who urged her on, saying, "Ellen, you know as much about business as any of us in the Valley." Shifting to startup mode, she joined a little company called Exodus right before its 1998 IPO. Exodus is now the No. 1 Web-hosting company, with a highflying stock valued at nearly $25 billion.

If power is the ability to change things, then Carly Fiorina, 46, is wielding hers like a warrior at Hewlett-Packard. Since she arrived from Lucent, she has led a light-speed reinvention--collapsing 83 profit centers into 12, reorganizing sales, rewriting job descriptions, revamping compensation. To HP veterans, her impatient approach is "shocking." To Fiorina, it's critical. "A company is a system," she says, contending that HP's tendency toward decentralized decision-making crippled the business. "To change the company, you have to operate on the whole system--the strategy, the structure, the rewards, the culture. You have to have the courage and capability to tackle everything at once."

To Fiorina, overhauling an organization requires a sort of mobilization of one's full self. While some gripe that Hewlett-Packard has become "The Carly Fiorina Company" (she's starring in TV ads, she's delivering evangelical speeches), she says, "A company is people--people with brains and hearts and guts. If you're a leader, you've got to capture the whole person. People want to see you get it intellectually and feel it emotionally." Resistant to formula as well as to the status quo, Fiorina has preserved one thing at HP: the team at the top. Four of her seven direct reports are women (including Ann Livermore, No. 11 on our list, and Carolyn Ticknor, No. 37). Which means that HP is the first top-tier FORTUNE 500 company truly run by women.

Fiorina and the company are works in progress, but so far so good. "The folks in the valley gave her--gave anyone--a fifty-fifty chance of turning HP around. She's doing a phenomenal job," says Morgan Stanley Internet analyst Mary Meeker (No. 6), who doesn't follow HP but has closely watched Fiorina's run. Oracle CEO Larry Ellison, an HP customer and partner, says that product development and market execution have gotten much better lately. Due to Carly? "No doubt," he says. "She's bringing intensity and passion that previous management didn't have." Cisco CEO John Chambers says Fiorina is "one of America's top CEOs."

While Fiorina represents a new leadership model, the woman on the verge is Debby Hopkins. She is "a relentlessly executing, no-holds-barred, take-no-prisoners, be-in-front-with-the-shield-and-sword, go-to-war, stay-in-the-ditch-with-you executive." That's Hopkins on Hopkins, when asked to describe the type of CFO Lucent needed to hire.

She's dead-on. Consider Rich McGinn's plight at the once mighty telecom-equipment company. Early this year everything began to dim: McGinn misjudged a key growth market, optical networking gear. He started missing earnings targets. And as he lost the trust of Wall Street, he anxiously watched Lucent's stock fall by 30%. It was early March when McGinn asked a headhunter, Paul McCartney of Technology Partners, to come up with a list of America's ten best CFOs. "I wanted someone with broad leadership skills and passion--a strong desire to have an impact," says McGinn. "The person had to have high-tech experience. The speed at which things move today is quite extraordinary. It doesn't allow for a great deal of extended analysis." Four of the headhunter's ten CFOs made McGinn's short list. "Debby and three white males," he says.

Hopkins, meanwhile, was going full tilt at Boeing. A largely self-taught finance chief known for her vibrant silk scarves and bold confidence, she doesn't have an MBA but has made up for her poor pedigree with especially challenging stints at Ford, Unisys, and GM Europe. Hopkins, 45, almost pathologically does more than her bosses expect of her. At Boeing she was creating acquisition and new-ventures groups, building a business-to-business Internet portal, and when time allowed, engaging in epic shouting matches about accounting methods with Boeing President Harry Stonecipher. (Call it intellectual sparring: They literally hugged at the end of each round.)

To Paul McCartney, the Lucent headhunter, the lady was not easy to pin down. "I kept blowing him off," says Hopkins, who thought her pesky telephone suitor was somebody else. "My brother absolutely does this crap--calls me and leaves messages saying, 'This is Elvis.' Or 'Prince Charles.' Or 'Paul McCartney.' "

When Hopkins and McGinn finally met over dinner at a French bistro in Manhattan, a mutual can-do intensity struck them both instantly. He picked up the check--paying her a $4 million cash signing bonus plus 650,000 stock options and 120,000 shares of restricted stock to come to Lucent. On the job six months now, Hopkins is earning her keep. She has overhauled Lucent's accounting ("not up to my standards," she says). She persuaded McGinn to lower profit guidelines (which has depressed the stock more, but, she says, "it was clear that the forecast was not representative of what was going to happen"). She has even taken on many of the responsibilities of a COO while McGinn conducts a search to hire an official one.

It's a good thing Hopkins loves trouble. McGinn is under fire, and the rumor is that he may resign. He says adamantly that's not true. Also, while McGinn calls Hopkins his "partner," she'll become one of a trio at the top with the arrival of a new operating chief. But McGinn insists that this shouldn't be an issue for her. When he hired her from Boeing, he told her that she will have a "long runway" at Lucent. And he says that the CFO job "should give her the chance to be the CEO." Hopkins would like to be a CEO. "I definitely want that," she says matter-of-factly. But it could be at some other giant company--it has happened with one other Lucent woman before. In today's volatile economy, no company is a sure winner, no job a safe bet. There is no power in loyalty, only in flexibility. While Hopkins has her sights set on the FORTUNE 500, many other women have hit a wall (or a glass ceiling--that cliche we'd love to stop employing but can't yet) and find that the best solution is to build their own house. This is what Donna Dubinsky has done, twice. The 45-year-old co-founder of Palm and Handspring is something of a folk heroine in Silicon Valley. "I'm a dirt-under-the-nails serial entrepreneur," she says.

Dubinsky's spark is her willful independence, which was apparent early on. The daughter of a scrap-metal broker and a homemaker in Benton Harbor, Mich., she broke out of a mediocre school system to go to Yale and then Harvard Business School. She was never a follow-the-crowd type. "All my friends were getting high-paid jobs with firms like Goldman Sachs and McKinsey, and I took a job at Apple in customer support for $30,000 a year," says Dubinsky, whose blunt Midwestern accent makes her sound like Susan, the truck driver on Survivor. Equally tough and tireless, Dubinsky did a variety of jobs at Apple over ten years. After the company dropped plans to spin off Claris, the software unit where she was international boss, she voted herself off the island. She quit. "I went from Claris to Paris," she says. For a year she studied French, tried painting ("I was terrible," she says), and taught school.

The time off was enlightening. Dubinsky realized she wanted to build a company. Back in Silicon Valley she met Jeff Hawkins, an engineer who was trying to design an easy-to-use electronic organizer. "I thought, 'This is the next generation of computing,' " Dubinsky recalls. "She immediately got it," says Hawkins. She, as CEO, and he, as product architect, raised enough money to develop the first PalmPilot. "But not enough to launch it," she says.

Entrepreneurship didn't give Dubinsky what she most wanted: freedom. Again and again she felt strangled. Desperate for cash to get the PalmPilot to market, she and Hawkins sold their company in 1995 to U.S. Robotics for $44 million. When 3Com bought U.S. Robotics two years later, Dubinsky says, "We were small, and they treated us like some toy"--even though the "toy" turned out to be the most rapidly adopted new computer product ever. She clashed with 3Com management over its strategies to squeeze out profits and, most persistently, over its refusal to spin off Palm as a separate company. She wasn't the only one: Wall Street beat the drum for a spinoff too. One day in 1998, 3Com's CEO, Eric Benhamou, said no to Dubinsky's spinoff plea for the umpteenth time. After that meeting she called Hawkins and told him, "You quit today." Recollecting that cathartic moment, Hawkins laughs and says, "It came as a surprise. But we agreed it was finally time."

So now Dubinsky and Hawkins are building their second startup, Handspring, and trying to one-up their first-born. Beginning with rented furniture and Intuit accounting software that Dubinsky bought at the local Costco store, she and Hawkins set up shop. They raised $18 million from venture capital firms Kleiner Perkins and Benchmark--easily this time. "Donna always finds a way to win," says Benchmark's Bruce Dunlevie, who was once on Palm's board

and is now on Handspring's. They've set up an interdependent rivalry: They license Palm's operating system, so Palm gets a fee for every product Handspring sells. It works, for Dubinsky and Hawkins at least. Since they launched their first product, the Handspring Visor, late last year, it has captured over 15% of the handheld computing market. With new money from Handspring's recent IPO, Dubinsky needs to out-innovate. "This won't be the Palm clone company," she says.

When Donna Dubinsky says she's "not going to be a corporate citizen" if it compromises her mission ("tritely, to change the world"), a bigger question comes to mind: Do the guys who rule corporate America (yes, it is still guys in 88% of the senior jobs) know how to handle powerful women?

Cisco CEO John Chambers has an opinion: "When I first came out to the Valley in 1991," he recalls, "an Asian-American group talked to me about their glass ceiling. My view then was that while nothing is perfect, these people are talented--and they'll move up." He continues, "Today more than 29% of Silicon Valley CEOs are Asian-born--from a rounding error a decade ago. It's primarily because the talent is there, waiting to be tapped. You'll see the same thing happen with women."

And yet the troubling issue of corporate America's ability to retain its best women executives comes up repeatedly in interviews with the FORTUNE 50, as well as with their colleagues and bosses. The sentiment is: Guys just don't get it.

It's a generalization, for sure, but it rings true. For instance, it wasn't just the lure of the turnaround challenge at Lucent that prompted Debby Hopkins to leave Boeing. It was also Boeing's "phenomenal male dominance," she says. Granted, the fraternity of flyboys in Seattle inevitably makes for a testosterone-fueled environment. But Boeing's top management could have made the company more inviting to a female senior executive. Hopkins wasn't asked, for example, to attend the "Conquistadores" powwow--an all-male industry gathering where CEO Phil Condit bunks with Southwest Airlines chief Herb Kelleher, and other senior execs schmooze big customers. Would Hopkins have gone to the event if invited? "Absolutely," she says. At Lucent she won't be out of the power loop. Four of the company's top 16 executives are women.

The challenge to keep high-level female talent relates, in part, to the tight job market: It's a job hunter's heaven, and corporate loyalty often isn't worth the price. But retention problems also have to do with gender differences. Men and women, quite simply, do not view power in the same way. To most men (we know because we asked them), power tends to be about authority--measured by titles, perks, and pay. To highly successful women, power is about "influence," they almost universally say.

"I think of power and influence synonymously," says Gail McGovern (No. 27), who leads Fidelity Investments' core retail division. "There's the type of power that's related to control--you know, I say, 'Jump!' and you say, 'How high?' But real power is influence. My observation is that women tend to be better in positions where they can be influential." Indeed, women feel powerful when they are part of the inner circle, make a difference in the business, and--not insignificantly--expand their own capabilities.

This sort of Mars-Venus disconnect was at the root of Heidi Miller's decision to quit her job as CFO of Citigroup in February and move to Priceline.com. Despite the fact that she was the "chief financial officer of the biggest financial company in the world"--as her boss, Citigroup CEO Sandy Weill, plugged her to FORTUNE two years ago--Miller simply did not feel powerful. "My power was a little bit of a lie because my ability to influence Sandy's decision-making was minimal," says Miller, 47. "I had a seat at the table--but it was the kids' table." She told Weill and John Reed, who was then Citi's co-CEO, that she didn't want to be CFO. She wanted a line operating job, which would stretch her skills. For two years she prodded. "In due course," Weill told her.

Time expired. Not that Miller uprooted her career easily. It took a woman, Allen & Co. investment banker Nancy Peretsman (No. 13), to convince Miller to quit Citigroup. Peretsman, a consummate matchmaker, hosted a dinner party and sat Miller next to Jay Walker, the founder of Priceline (where Peretsman is a major investor and director). They hit it off. "You need Internet experience," Peretsman told Miller, as the wooing ensued. "Any company hiring a CEO requires it from now on. If you go to an Internet company, you're investing in your career."

And so by taking the leap, Miller moves from No. 2 last year to No. 20 on FORTUNE's Power 50 list--to her, a worthwhile sacrifice. At Priceline for seven months now, Miller is technically CFO and senior EVP in charge of business development, international, and the company's business-to-business expansion. Actually, says CEO Dan Schulman, "her role is encapsulated in one word: partner. We meet every morning at 7:15, review what's on our plate, and make all decisions together." Miller is working longer hours than ever yet feels less stressed, she says. "If I tell you that I feel more powerful now than I did at Citi, it would sound strange. But power is about how much change you can make and how much influence you have. I have much more now."

The reality is, even the most powerful women view success differently from the way men do. Success isn't a requirement. It's a choice, often made ambivalently, since the alternative is something coveted by most women: time with family and friends. One fast-rising star who feels the tug is Anne Mulcahy (No. 18), the new president of Xerox. She almost quit Xerox time and again throughout her 24-year career there. Says vice chairman Bill Buehler: "Twice a year she talked to me about wanting to leave. It killed me. She was on the fast track, but she always said, 'I have young children at home. Kevin [her son] is missing me.' "

For Buehler, an HR specialist, it was easier to persuade superstar males to keep scaling the ladder than it was to coax Mulcahy. "There's a basic problem we men have, and it's chemical," he volunteers. "It's called testosterone."

It may sound New Age, but what high-powered women want is work that allows them to realize their full selves. Once, when Mulcahy was supposed to be promoted to lead a headquarters division, "I was done. I was leaving," she says. Why? Because she had held a string of line jobs and was turned off by the notion of yet another. Instead, Mulcahy went into HR ("a female ghetto," she jokes), became chief of staff, and later created her own division--a circuitous career path that turned out to be the route to the top. In May, when the board pushed out CEO Rick Thoman, Mulcahy, 47, was the one insider besides Chairman Paul Allaire with the diverse experience needed in a new CEO. In due course. Allaire stepped into the role of interim chief, made Mulcahy president, and essentially told her that the CEO job was hers to lose.

But nothing is a given. Mulcahy's future depends not only on Xerox's recovery but also on her comfort with the top job. "The degree of balance Ann has between her professional and family life is extraordinary. She makes time for both," Allaire says. "When she was offered the presidency, this was the issue. She wanted to be sure I understood her concerns about balance." Does Mulcahy want the job? "No question. I feel a responsibility and a desire to make it work," she says. "Women need to see more women in positions like this."

For CEOs (or any guy on earth, for that matter), it's not easy knowing female needs. John Chambers at Cisco is one who is sensitive to the challenge. This spring he lost his highest-ranking woman, Judy Estrin (No. 42). Officially Cisco's chief technology officer, Estrin was far more than her title indicated. She oversaw R&D strategy, mergers and acquisitions, joint ventures, and government and legal affairs. Big stuff, but that didn't matter to Estrin. "Power traditionally has related to the size of your budget or the number of people you manage," she says.

This spring, when she went in to tell Chambers she planned to leave, she said, "John, don't say anything. Just listen. It's not about Cisco. It's about me and what I want to do." Chambers says, "I realized that not to let her achieve her personal goals was wrong." She left to build her fourth startup, Packet Design, whose humble mission is to fix the Internet's looming infrastructure problems. Says Estrin: "Power, to me, is impact on the industry. I think I can have more impact in the role I'm in now than I had at Cisco." Could any company have kept her in the chief technology officer role? Pausing just a second, she replies, "No."

But Chambers knows how to win over strong women. He recruited another star, Sue Bostrom (No. 36), by allowing her to be an entrepreneur. "I was thinking about going to a smaller company, prepublic," says Bostrom, 40, who had worked for AT&T, DEC, National Semiconductor, FTP Software, and McKinsey, where she consulted for major tech companies. "John gave me the chance to build a startup inside a large corporation." Bostrom's 150-person Internet Business Solutions Group is small but mighty. It works with such companies as GE, Ford, and Morgan Stanley to teach their highest-level executives--guys like Jack Welch and Jac Nasser--how to win on the Web. "It's the consulting side of the house and represents the next major move for our company," says Chambers, ever the salesman. "Sue started with a clean sheet of paper and a concept that I knew would work. She owned it, built it, and made it happen." Bostrom, a mother of three young kids, can get home around 7 P.M. and still get the job done. Thanks to the fact that she can handle virtually everything through the Web, she works each night before she goes to bed.

Another twist most guys don't get: Women often choose big jobs based not only on pay or position but on the potential effect on their personal life. Walmart.com's new CEO, Jeanne Jackson (No. 32), has job-jumped frequently--Federated Department Stores to Saks to Disney to Victoria's Secret to Gap--"and half the times have been for quality of life," she says. A few years ago, when Gap CEO Mickey Drexler was trying to recruit Jackson to be CEO of his Banana Republic stores division, she resisted. The only reason she agreed to see him was "because he wouldn't interview me on a Saturday," she says. "I knew then that he really meant it when he said he cared about quality of life."

Early this year, Jackson, 49, didn't jump for Wal-Mart, either. Lee Scott, Wal-Mart's chief executive, finally persuaded her to "just come to Bentonville [Arkansas] to see one of our Friday morning meetings." The sight of senior executives of the world's largest retailer fretting about end-aisle displays and in-store signage floored her. "The intense, intense passion for excellence and the detail mentality--I thought, 'They're talking my language,' " she says. This time, independence was a key issue. Scott told her she'd have latitude to rebuild Walmart.com, which had had a very shaky start, her own way. She doesn't live in Bentonville--but she works Saturdays. Inside a dingy mustard-colored building in Menlo Park, Calif., Jackson is now creating a new organization from the ground up and--if things go right--contemplating an IPO.

Beyond attaining a sense of freedom and influence, women on our list have discovered another source of power--and they've borrowed it straight from men, who have always known that it's one thing to be truly successful and quite another to have it all. What is this secret ingredient? A stay-at-home spouse. Among the top five women on the FORTUNE Power 50, four have husbands who don't work. Carly Fiorina (who hates talking about this subject) has a husband, Frank, who retired from AT&T just below the officer level at age 48, a few years ago. An affable guy who never wanted the spotlight, Frank is now Carly's ever present supporter and travel mate. "He believed in my career long before I did," Fiorina says.

all them househusbands, or call the phenomenon the new corporate marriage. Debby Hopkins' husband, David, is "my secret weapon," she says. He retired from GM, where he was director of European sales and marketing strategy, almost two years ago at 48. This spring, when she was weighing job options, he spent dozens of hours researching Lucent and the tech industry on the Internet. These days David edits her speeches and her wardrobe. "He won't let me buy any clothes without him," says Hopkins. They have two children, a son, who is 19, and a daughter, 14.

Donna Dubinsky, who adopted a daughter from Russia six years ago, married for the first time this year--ten days after Handspring's IPO. Her husband, recently retired, gets their daughter to school every day. Ellen Hancock, who does not have children, has the least conventional arrangement of all: Twenty years ago, when she was moving around IBM, her husband, Jason, told her, "I don't mind being a supporter. But I won't be a follower." An IBM retiree, he lives in Connecticut. She lives in Silicon Valley. "We see each other two or three weekends a month," says Hancock. It's like dating.

On the one hand, there seems to be an emerging desire--by both men and women--to change the rules about who brings in the bucks and who doesn't. Chase H&Q star banker Cristina Morgan (No. 34), who easily clears a seven-figure pay package, has, as she says, "a life-consuming, difficult, 24/7 job." That's fine. "I made my choice quite willingly," Morgan, 47, says. Her husband, Steve (Stanford, Stanford MBA, McKinsey), retired five years ago at 51. "My husband is rarely home," Morgan says. "He's off on his Harley with his Vietnam buddies or the Rolex Riders--a bunch of well-to-do guys who are about as far away from classic bikers as you can imagine."

And yet despite the slow-growing acceptance of this new corporate marriage, the choice is rarely made without angst. Jeanne Jackson's husband is a pilot who retired four years ago, at 38. "Now he's the world's greatest soccer dad," she says proudly--and with a bit of envy. Her husband and their two kids, 9 and 13, spend the entire summer at their house in Lake Tahoe and "leave me here to work," she says. "Am I jealous? Every day." Among the others on the Power 50 who have stay-at-home husbands: Schwab vice chairman Dawn Lepore, HP's Ann Livermore, Xerox's Mulcahy, Sun Microsystems software chief Pat Sueltz, and Oracle EVP Safra Catz (No. 49). "Now I understand the concept of Wonder Woman," says Catz, 38, who has two young children and a particularly intense job as CEO Larry Ellison's chief of staff. "Absolutely, I could not do what I do without my husband at home."

What about high-powered women who have the old-fashioned kind of marriage--with a couple of kids and a husband who brings home some bacon too? They really stretch. Says PepsiCo's Indra Nooyi (No. 43), who moved to the U.S. from India after business school: "The reality is that women have to be just a little better at their jobs to succeed. But rather than wonder why inequality is holding women back, I spend my time doing things to expand my abilities." As if being CFO of PepsiCo, a mother of two (ages 7 and 16), and a wife of a partner at a management consulting firm weren't enough, Nooyi says she reads a book a day--"more books than anyone else--topical books, romance novels, bestsellers, everything. To keep me being a real person." Real person--yeah, tell us about it. Nooyi says that most nights she reads from 11 until one or two in the morning. In her spare time she plays electric guitar.

Stretching--capabilities, the rules, the hours in a day--is in these women's natures, but there are limits that they are constantly attuned to. Stacey Snider (No. 31), promoted to chairman of Universal Pictures last fall, has a music-producer husband and two daughters, ages 4 and 18 months. "As long as I have to lock myself in my bathroom to make phone calls like a hostage while my kids are playing in the other room, I'll question my choices," she says. She does it, she says, "Oh, my God, every week." At least once a month, she and her husband sit around and ask, "What would happen if..." If? "If one of us didn't work and would just watch the kids," she explains. "It's a tremendous temptation." But not so tremendous as to change the way they're cramming their lives. For Snider, doing it all (or trying to to do it all) at once is a very personal thing. "My mom died when she was 39, which is my age right now," she says. "I'm acutely aware that life doesn't necessarily give you a second half."

No matter how powerful these women feel, however--and clearly they feel plenty--the reality is that men are still the ones making the big decisions. Some are forward-thinking. At Cisco, John Chambers just built the largest day-care center in Northern California. Moms--and dads too--can watch their kids via Webcams from their desks. A lot of companies offer job sharing and flextime (which HP invented), but the sad truth is that management rarely encourages senior-level people to work that way. Oddly, as women increasingly choose not to do it all, companies are less pressured to offer them ways to make doing it all a viable option. As movie boss Snider says, "I'm one of the few women at my level in a dual-career marriage, with kids. My dilemma seems more like the middle-American working mom's dilemma."

The hope for powerful women--and for the bosses who want to attract and keep them--is rooted in a problem that every company faces these days: the talent drought. The only way companies thrive is by changing in order to attract and keep the best people--including the 51% of the population that is female. Carly Fiorina believes this wholeheartedly. "Companies cannot afford the luxury of bias," she says. "They have to play the talent game to win."

So guys, here's some advice: When you think you understand how to woo a top woman--with perks and pay--think again. They want power served their way, in the form of influence and quality of life. With that understood, a powerful thing could happen. Corporate America could really change.

REPORTER ASSOCIATE Alynda Wheat