Afew months back, walking home from her studio in West Chelsea, Annie Leibovitz encountered a woman rummaging through the wire trash can at the corner of 10th Avenue and 23rd Street. She was probably in her seventies, carefully dressed, though in clothing she'd apparently been preserving for a very long time.

"I thought she was extraordinary-looking," remembers Leibovitz, who struck up a conversation. "She said she wasn't homeless, she had an apartment, but she didn't have any money to live on and she found good things in the garbage. I introduced myself. She said, 'Oh, I saw your photo in the New York Times last week'--she got the paper from the trash can, of course."

Sadly, the woman, who earlier in her life had been somehow involved in the fashion industry, declined to be photographed. "It was painful," Leibovitz reports wistfully. "I would've loved to have taken her picture."

Proof: There are some people who won't pose for Annie Leibovitz.

But not many.

Elsewhere in the world, it's a name that makes doors fly open and exceptionally important people pause, sit down and gaze into her lens. Early on, there were the rock-and-roll years, when she was shooting for an upstart West Coast publication called Rolling Stone, capturing the backstage lives of '70s musicians and actors in black-and-white. As a Vanity Fair photographer since the '80s, she--like her subjects--has been engulfed by a celebrity-mad culture, one that her portraits arguably helped fuel. Presidents and generals, Olympians and Nobelists, aging literary icons and fresh-faced Hollywood discoveries have all been Leibovitzed. Lately she's added Vogue to the mix; that was her shot of a ball-gowned Hillary Clinton on the cover last winter, looking improbably serene in the midst of the impeachment mess.

In fact, even people who don't notice photo credits can probably retrieve from their neural databanks certain well-known Leibovitz images: the astonishing picture of the naked John Lennon curled up against Yoko Ono hours before he was shot; puckish Whoopi Goldberg semi-submerged in a bathtub full of milk; pregnant Demi Moore on the cover of Vanity Fair wearing only gold and diamonds. "People know my pictures better than they know me," Leibovitz says, sounding like an American Express ad. Which she has also photographed, along with advertising for the Gap and, more recently, a long series of milk mustaches over famous lips.

It all keeps her more than busy, and it makes her rich. But it also makes her restless. Shooting for magazines is "a collaboration," Leibovitz says, using the polite term. A tug of war or, in some cases, a bloody brawl is probably a truer description of the jousting between editors and art directors, who want what they want, and a photographer known for obsessive attention to every niggling detail.

Sometimes she feels like "stretching. Being my own boss. Doing exactly what I want to do." At such times, she may fly off to Sarajevo to photograph the victims of war, not usually the stuff of cover art. Or spend several weeks taking photos of the White Oak Project dancers at their quarters in Florida. She has never entirely lost the uneasy feeling, which plagued her when she began working for Rolling Stone, that capital-A Artists follow the promptings of their souls, not the assignments of their editors.

The latest such project is a book, "Women," just published by Random House with an accompanying essay by Susan Sontag. Assembled over three years, it employs a panorama of styles, and ranges over a variety of subjects, in its effort to portray half of humanity--an ethereal Drew Barrymore and girl gang members from San Antonio; Barbara Bush and (on the very next page) the high-kicking Kilgore College Rangerettes of Kilgore, Tex.; an astronaut, judges, sooty coal miners, society ladies in Chanel, athletes, scarred victims of domestic abuse, trapeze artists.

"I made all my own decisions, everything, down to the type," she says pointedly. The Corcoran Gallery of Art will show 74 such photos, including some late entries that aren't in the book, in a major exhibit that opens Wednesday.

To see how the stuff would look in its galleries, Leibovitz and a few of her ubiquitous assistants came to Washington in early June, between exhibits when the museum's walls were briefly bare. She was trying something different for this show, her first in nine years.

Magazine photographers get used to seeing their work on a small scale; 20 by 24 inches is a vast spread. But for this show, which will subsequently travel to four other cities, Washington printmaker David Adamson has used a digital process that allowed far larger photos, up to nearly 6 by 8 feet.

"I thought, 'Is this going to look like a suburban shopping mall?' " Leibovitz recalls, then jokes that early in the project she feared she might not have enough photos, but hey, if they were huge enough she'd need only eight or 10. For someone who has become better known than many of her subjects, she can sound unexpectedly insecure.

She watched as a few photos were tacked to the walls:

Eudora Welty, then 88, clutching her camel-hair coat with bony hands. Two young soldiers in camouflage. Her mother, Marilyn, who lives in Silver Spring and still calls Leibovitz the name she gave her, Anna-Lou. A Vegas showgirl in scarlet sequins and feathered headdress. Nothing--no frame or glass, not even a glossy surface on the prints' paper--between the viewer and the image.

Those with her were startled to see Leibovitz begin to cry; she had to turn away for a moment. "I was overwhelmed," Leibovitz acknowledges. "It was so beautiful to have these people life-sized."

Leibovitz Inc.

The idea for "Women" came from Sontag, the much-honored essayist and novelist and Leibovitz's "great friend" of many years. In fact, she's one of the project's bookends: The volume opens with a simple black-and-white portrait of Liebovitz's mother ("Susan says she's the first woman I knew") and closes with one of Sontag. Leibovitz shields that friendship from public scrutiny, pointing out that she and Sontag don't live together--they have separate apartments in the same Chelsea complex--and rejecting other nouns but friend. "You'd be wrong to say anything else," she says firmly.

An album of women's portraits: Lots of people found the concept exciting. Leibovitz was daunted. "It was like going to photograph an ocean," she says. "Very large." And when she began considering candidates, "the first list was all dead people. Georgia O'Keeffe and Martha Graham." She laughs, loudly.

She looks familiar, partly because Vanity Fair often runs mini-features up front about How She Got That Photo and partly because Leibovitz doesn't change much, with her daily uniform of black pants and tops, her strong face free of makeup, her large glasses and long tangle of blondish hair.

Morning sun is pouring into the spacious old brick building near the Hudson, a converted auto shop, that Leibovitz recently bought to house her studio. As with most successful commercial photographers, what was once a solo act has become a near-industry--call it Leibovitz Inc.--that requires 7,000 square feet of equipment storage, darkrooms, offices and computers and employs a small squadron of assistants and managers. Leibovitz leads a tour through her skylit quarters, then heads up to a quiet second-story loft with a round wooden table and chairs. In a few days, she'll head to Washington to help install the Corcoran exhibit; for now there is a little time to talk.

Some photos, including many of the actors and athletes and politicians in the book, were outtakes from magazine photo sessions, she says. But about half of the women portrayed aren't famous; Leibovitz Inc. found them through newspaper clippings and friends' friends, unions and service groups. She and her team made long loops through Mississippi (to photograph Welty and a physician-nun who runs a local clinic) and Texas (Norma McCovey, a k a Jane Roe, and an elderly carnival performer) and Florida in a rented van. "It became a kind of search," Leibovitz says. "I felt really responsible to women; I couldn't let us down."

At the start, "I think I had a fantasy that I was going to walk around by myself," she says, a lone ranger with a camera. That was the way she began at the fledgling Rolling Stone in 1970, when she was fresh out of art school in San Francisco and so new to photography that she'd never used color film. As her work became more elaborate and her editors more image-conscious--she jumped ship to Vanity Fair in 1983--the entourage required to produce it expanded. Now, she wished her work could be "less of a production," less reliant on stylists and sherpas toting lights and lenses.

It never happened--Leibovitz Inc. has far too many commitments to be so inefficient with its leader's time--but now and then she managed to keep it swift and simple. For instance, sculptor Louise Bourgeois, now 88, lives a few blocks away; Leibovitz went over with three assistants, whom she dispatched to the back of the house to set up lights. "I sat with her in the front room and talked with her," Leibovitz says. "I had a Leica, and I asked her to take her hair down. About half an hour, 45 minutes passed and my assistants came back and said, 'The lights are all set.' I said, 'We're all done, let's go.' "

What has become known as Leibovitz's style, perfected in the '80s, is a high-concept composition that employs props and costumes, whole environments, playful commentary: Roseanne and Tom wrestling in the mud; Donald and Ivana (for lots of Leibovitz's subjects, no surnames are required) in rococo splendor at the Plaza; a bare-chested Arnold astride a white horse. "She stages a scene that has many references to the character of the sitter," says Sylvia Wolf, who is the Sondra Gilman Curator of Photography at the Whitney Museum. "She packs the picture with visual elements."

In the world of Serious Photography, that approach has lots of fans and some skeptics. Leibovitz's prints are in the permanent collections of a dozen museums including the National Portrait Gallery, but missing from others. Forerunners like Irving Penn and Richard Avedon, who also straddle the worlds of magazines and museums, are more often invoked as artists; they've also been at it decades longer.

"She has made some of the most recognizable images of figures in popular culture, some of the most memorable images, of the past 20 years," says Wolf. Sandra Phillips, curator of photography at the San Francisco Museum of Modern Art, might agree--she calls Leibovitz "a cultural phenomenon"--but adds, "I see her work as ingenious, but not especially profound. It's illustration." No doubt suspicion of celebrity--her subjects' and Leibovitz's own--tinges people's responses.

A number of Leibovitz's more recent photos, though, rely less on production values. There is, says curator and author Carole Kismaric, "a mellowing. More of a sense of getting closer. Not such a concept or idea, more suggesting a personality through intimacy with the camera. More about the subject than about her."

This was Leibovitz's intent, in part, and she's pleased with the results. Mostly. "I was just getting the hang of how to really do it, and I wish I had more time," she says, glancing at the book. "I think it's good. I wish it could be 20 percent better."

'A Serial Obsessor'

Co-workers and editors, past and present, will recognize this side of Leibovitz, the never-quite-satisfied. She fusses and tussles and makes endless, anxious phone calls about one or another minor--except to her--problem. She sighs about being overworked but may also gripe if another photographer gets a cover assignment she wanted. "Incredibly demanding, hard on herself, exacting," assesses a former colleague. "One of those brilliant geniuses who never think they do enough."

She prepares feverishly before shoots, reading reams of material about her subjects. Nevertheless, former Vanity Fair editor Susan Mercandetti, a major fan who found Leibovitz easy to work with, remembers her fretting about assignments, "the who-should-be-in-it, the what-we're-trying-to-say. . . . She's a serial obsessor."

Printmaker Adamson learned this over the past year. Most artists he works with are willing to approve smaller proofs that are easier to transport, but Leibovitz would sign off only on full-size proofs, which Adamson and an associate had to truck laboriously from Washington to her studio on several occasions. Some proofs were redone, at her request, five or six times. "She's more rigorous than most," Adamson says tactfully. He also concluded, like many before him, that "at the end of it, her decisions were the right ones."

Her subjects love her--no small thing given that co-workers describe her as basically shy, uneasy with small talk, more comfortable behind her camera. "A delightful, charming, non-prima donna-ish person," says author Katha Pollitt, who's in the book. So is law professor Martha Nussbaum, who agrees: "I expected someone who had a lot of airs--she's such a famous artist--but she was very down-to-earth, very direct, very warm."

She's been known, on the other hand, to blast her assistants at high volume (sometimes followed by teary reconciliation). "They're scared to take a position, to laugh at a joke or to suggest anything," a recent observer says. "It's an Annie-centric world." People at Conde Nast tread carefully, too. She's a powerful figure; hence the reluctance of colleagues and former colleagues to be identified.

Leibovitz, however, sees herself as still having to make an annoying number of compromises. She shot "sort of a Francis Bacon triptych," three photos of Jim Carrey for the current Vanity Fair, "and I get the art director calling and saying, 'We only want to run two.' Wait a minute, it's a triptych! You have to run three!" And the magazine eventually did, with a quid pro quo: "I had to photograph 'the Bond women' "--aging actresses who'd portrayed 007's various honeys--"in color. I wanted black and white."

How big a deal do you have to be before people just run your damn pictures? "You have to be mature about it; it's a collaboration," she says, as though reminding herself.

And indeed, maturity is upon her. She turned 50 this month.

'Some Envy'

Among the artists portrayed in "Women" is painter Agnes Martin, who had a flourishing New York career years ago, then "one day got into a pickup truck and just drove away," Leibovitz recounts. Martin, now in her eighties, wound up in Taos, N.M., where she still paints daily in a Spartan one-room studio. "She sits in the same place waiting to be inspired," Leibovitz reports. And confesses: "I had some envy of that kind of more solitary being, who is stationary and has a more Zen existence."

A pleasant fantasy. But the calendar pages on the office wall are covered with multicolored Post-It reminders: Oprah. Ricky Martin/ milk. Vanessa Redgrave? Leibovitz Inc. is a multimillion-dollar business that depends on the eye and the energy of one person, and that person can't sit waiting for inspiration. The ad campaigns, for example, now serve mostly to keep the studio functioning, to meet the payroll. "She's constantly traveling, constantly working," says a former editor. "She's a machine."

Leibovitz pays a price for this, she knows. Though she strives to stay close to her parents and five siblings, she finds it hard to maintain a lot of friendships or to make room for new ones. "You meet four or five people a year that you'd love to know and spend time with," she says. But "my schedule makes me a very bad friend. I'm on the road with the work, not available when people really need you." She's grateful to musician Patti Smith, whose tour she photographed for Rolling Stone more than 20 years ago and who remains a good pal, mostly because "she doesn't give up, she just keeps calling. I'm useless."

She talks about reforming; she even sounds persuasive. "Being a little older and wiser, I'm working on balance," Leibovitz announces. "I try not to run the people working for me into the ground." A recently purchased country property, on the Hudson River near Rhinebeck, was a means of "opening a window in another part of your head." She celebrated her 50th there on a sunny Saturday afternoon, offering her guests "a big, big lunch" in exchange for their help with trail-clearing. "It was beautiful," she reports. "People got very muddy."

Yet the fact is, she's been talking about this balance thing for at least a decade, with little evidence of real change. The Upstate retreat, intended to help, doesn't serve as much of a brake, she acknowledges. Anyway, part of her reasoning was "to have a life so I can feed the work." Marilyn Leibovitz, to whom she'd talk now and then about the possibility of adopting a child, could see the single-minded reality of Anna-Lou's life long ago: "It was her work that was her baby, and she loved it."

Still does. In the past few years, Leibovitz feels, she's finally learned her craft and how to use it. It doesn't particularly matter to her what curators and critics think. It doesn't matter if her restorative attempts at country living get sidetracked. What counts most is what's on her film, on the page, on the wall.

"I'm committed to this career," Leibovitz says, quite unnecessarily. "It's a record of being alive in this time, and I'm very responsible to it. It's given me so much, and I'll see it through as long as I can stand up and take pictures."

'ANNIE LEIBOVITZ: WOMEN'

"Annie Leibovitz: Women" opens at the Corcoran Gallery, 500 17th St. NW, on Wednesday and runs through Feb. 28. Advance tickets are sold through Ticketmaster (202-432-SEAT or 703-573-SEAT or 410-481-SEAT); same-day tickets may be purchased at the gallery if available. Tickets cost $5 for adults, $3 for seniors and students; children under 12 and members are admitted free. The gallery is open 10 to 5 daily except Tuesday, and 10 to 9 on Thursdays.