The A-list actress looks stunning in a sexy black Versace dress that manages to show off just a hint of décolletage.
In the issue, Witherspoon reveals one of the biggest reasons that she decided to go into producing films and how her children have changed her (for the better).
"I started noticing a couple years ago that I wasn't seeing women as the stars of movies. I'm seem them as the guys' girlfriends, or so-and-so's wife," she explained.
"I just thought, 'God, if I don't start buckling down and start producing some movies, what's my daughter going to see in the movies?"
And speaking of her daughter, the Legally Blonde star confessed that her most important role to date has been being a mother to her three kids.
"I feel like I was so confused before I had kids, I almost got in my own way. Having kids made me clearer about who I was as a woman."
Witherspoon added, "I was a little competitive before I had kids—probably really competitive, to be honest. [Motherhood] has really made me let go of that."
Melissa McCarthy also appears on the cover—looking positively glamorous, we might add.
The Bridesmaids star revealed to the fashion mag that she's got a bit of a girl crush on one of the funniest ladies in Tinseltown right now.
"I watch Julia Louis-Dreyfus on Veep and she is so good, because she is playing the world's biggest a--hole narcissist, and yet you can't take your eyes off of her. In fact, you still strangely like her and almost want to hang with her."
(Side note: McCarthy and Louis-Dreyfus on the big screen together would be amazing, right?!)
Meanwhile, the third cover girl Shailene Woodley shared her plans for the future and where she sees herself in the next five years.
"I'm so young, and I'm single, and I just want to drift. I'm just going to be a drifter. I want to do something totally different before Insurgent. Maybe I'll work in a tea shop or live in Amsterdam or be a nanny. Life experience only helps us as actors. I need new experiences to draw upon."
And last, but certainly not least, new mother Penélope Cruz also landed a coveted cover spot.
The Spanish actress—who just recently gave birth to her second child—told the magazine that she's never felt quite comfortable with all of the fame and attention that comes with the territory.
"The concept of a 'star' will always sound foreign and surreal to me because growing up in my country, you're an actor, not a star."
All four lovely ladies may come from different walks of life, but their profession brings them together to a caliber all their own.