A few years ago, Reese Witherspoon was shooting a movie in Memphis, Tennessee, when she noticed that her home state had undergone an unmistakable transformation. There were hip restaurants and a booming multigenre music scene, and the residents had begun to resemble the sort of stylish crowd more often associated with the coasts. "I just saw these people who were very fashionable," Witherspoon says. "There was this sense of regionalism, but also, people were leaving New York and L.A. and moving back home." With the exception of Billy Reid, who had built a thriving business by injecting a genteel Louisiana cool into menswear, few designers were tapping into an authentically Southern look. "There's a lot of people showing you a northeastern lifestyle, but being from the South is its own thing," says Witherspoon, who was once a debutante and a cheerleader at her all-girls Nashville prep school. That's when Witherspoon got an idea: What if she could bottle the unique brand of Southern-bred femininity and export it to the masses?

This month Witherspoon is launching Draper James, a line of clothing, accessories, and home decor inspired by her Southern heritage but with a more contemporary customer in mind—a sort of Steel Magnolias by way of Steven Alan. Named after her grandparents Dorothea Draper and William James Witherspoon, the brand offers Southern-inspired motifs in distinctly modern silhouettes, with a wide range of youthful dresses and easy mix-and-match separates—slim trousers, pencil skirts, high-waisted shorts, floral-printed tops, monogrammed oxford shirts, and denim. The palette is heavy on navy, white, and signature prints, such as a peach-orchard pattern, polka dots, and white magnolias set against rich, vibrant colors. The magnolia serves as a kind of emblem for the collection, also appearing as the hardware on Draper James handbags, belts, and jewelry.

"It's very Southern, y'all!" Witherspoon announces as she arrives on set in Los Angeles—a sort of sorry-I'm-not-sorry warning about the line's potent femininity that is as headstrong as some of the characters Witherspoon has played (see: Elle Woods, Tracy Flick, and ultimate Southern girl June Carter Cash). "It's very unapologetically pretty," she adds. "There are so many things that make you feel hip or cool or urban.... This is not that."

For inspiration, Witherspoon studied the preppy fragility of Sissy Spacek's character in Terrence Malick's Badlands (1973), which made its way into lace-inset blouses and ultrashort shorts, and Cybill Shepherd's beauty queen in Peter Bogdanovich's The Last Picture Show (1971), whose taste for cheeky plaids is apparent in a powder-blue check. Nashville's rich music history also plays prominently in the collection, with a chambray shirt named after the Bluebird—the café that gave Taylor Swift her start and has become a recurring backdrop on the ABC drama Nashville—and a gingham tweed short and top with fringe detail based on a pattern Dolly Parton wore to the Grand Ole Opry in the 1960s. "Oh my gosh, cuuuuute," Witherspoon squeals as her muse today, Ruby Amanfu, a Ghana-born, Nashville-based singer-songwriter, emerges wearing the look. "Ever since I was six, I wanted to be a country music singer like Dolly, but I ended up being..." Witherspoon laughs and lets the thought trail off.

What Witherspoon "ended up being" is one of the highest-paid actresses in Hollywood and, more recently, a producer of the Oscar-nominated films Wild and Gone Girl with her production company, Pacific Standard. Still, after nearly two decades in Los Angeles, the 39-year-old actress's country pedigree has hardly faded. On set, she insists on wearing her own pearl earrings and recommends the magazine Garden & Gun to her hairstylist. Witherspoon and Amanfu happened to meet on a party bus headed to a George Strait concert in Nashville, where she and her husband, the CAA agent James Toth, are renovating a 1930s mansion. Some Draper James designs even sound like Witherspoon; there's a canvas bag that reads "Totes Y'all" and a T-shirt bearing the phrase "Keep it Pretty Please."

Much of Draper James is inevitably informed by Witherspoon's personal style. "I'm always looking for the perfect dress, so it's a very dress-heavy collection," she says, referring to some 12 styles that range from flirty fit-and-flare dresses to elegant tunics to leg-baring, cinched- waist shirtdresses. "And I love matchy-matchy. My grandmother's shoes always matched her purse, and she didn't have a lot of dresses, but the way she changed her shoes or her purse would change everything." The woman Witherspoon had in mind when designing the collection is not unlike the audience she thinks about when choosing her roles—opt- ing for films that are optimistic rather than moody and depressing. "It's like, if you get two hours off on a Friday night, what movie do you want to see?" Witherspoon says. "It's the same with this. Who wants to wear these clothes? People who want to look happy and pretty. Polka dots make me happy. Flowers on your clothes—they just make me happy."

But to see such fashion as too soft, too pretty, perhaps even boring, is to misunderstand the Southern woman (and Witherspoon) entirely. Though Witherspoon has long fought being typecast as the effervescent blond—after acquiring Gone Girl, she famously had to give up the lead to the more unapproachable Rosamund Pike—what she's proven with her performance in Wild is that there's always been a fierceness behind that sweetness.

And as Amanfu points out, it is a unique talent of a Southern woman to be able to find strength in femininity. "They used to call Nashville a good old boys' town, so the women had to have a strong look," Amanfu says. "Like Dolly Parton: She had to be able to stand toe-to-toe with the men, and she found her own way." Amanfu should know. After collaborating with big-name men—she's performed with Jack White and toured with Hozier, of "Take Me to Church" fame— the soulful singer is releasing her first stateside album this summer, titled Standing Still. While Witherspoon tries on an all-denim look with red high heels, Amanfu is drawn to a sunny yellow dress covered in those white magnolias—a flower known, incidentally, for its fragrant scent and stubborn resilience. "I love it because it makes me feel like a lady," Amanfu says. "And being a lady is about finding the balance of your playful side and your confident side."

To give her designs that easy confidence, Witherspoon mined the expertise she's gleaned from years of hitting the red carpet. "I've learned how tailoring can make or

break how I feel in my dress," she says. Many of her designs are locally made, including the denim produced in North Carolina and the separates that are manufactured in Virginia. For now, the line will be sold exclusively on the Draper James website—along with a broad range of handbags and jewelry as well as stationery and silver magnolia bowls made by local artisans—but in the fall, the brand will open a stand-alone store in Nashville. The company's CEO, Andrea Hyde (previously of Burch Creative Capital and French Connection), hopes that the affordable price point—with most pieces under $200 and dresses in the $150 to $380 range—will attract a diverse customer base. "I think that, like Reese, it will have very mass appeal," says Hyde. "We want to connect the world to the American South." Witherspoon seems confident about the prospect and points out that many regional aesthetics felt foreign until they weren't. "I didn't know what the Hamptons were until Ralph Lauren told me what the Hamptons were," she says.

This article appears in the June 2015 issue of ELLE.