Karen Graham was a big-time fashion model, and she's got the photo spreads to prove it. She could wallpaper a small house with the covers she did for Vogue alone. She was the Estee Lauder super face for a Ripken-like 16 consecutive years. Christy Brinkley and Paulina Porizkova used to want to be her!

Know how many fish that's impressed?Know how many trout lazing in the Catskills have looked up, seen Karen Graham at the other end of the fly line, and swallowed that dry fly just to get a better look?

So far, none.

"Fly fishing," says Karen as she sits on a couch at the Fly Fishing Expedition being held this weekend in the Salt Palace, flashing the famous smile that launched a thousand cosmetics lines, "it's what keeps me grounded."

She's 53 now, past one prime and smack in the middle of another.

Meet Karen Graham, one half -- the better-looking half -- of the Catskills-based fly fishing instruction team called "Fly Fishing with Bert & Karen."

Bert would be Bert Darrow, a lifelong New York fly fisherman who was prescient enough to sense a coming boom among women fly casters and recruit Graham as a partner.

For $175 a day, Bert and Karen will teach you how to cast, tie, hook, catch and release.

The symmetry is that it was the fashion world that drove Karen to the fly fishing stream in the first place, and now it's the fly fishing stream driving her back to the fashion world.

Talk about things going around that come around.

When she was 25, Karen got a fly rod as a Christmas present from her brother.

Instead of responding the way you'd think a super model would respond (by asking, "Did you save the receipt?"), she tried it out. She was hooked.

Every time she needed a break from her big-city, big-client modeling world, she would drive north out of New York City to the Catskills, "birth of American dry-fly fishing," where she would allow the current of the river to calm her down and charge her up.

When she retired from modeling at 40, that's when she met Bert.

About a year ago, Estee Lauder heard what Karen was up to and lured her out of retirement to became their name and face behind a skin restoration product called Resilience Lift Creme.

"I thought I was retired," says Karen, "and now look, I have two full-time jobs."

The two coexist quite peacefully, however, although lately Bert has become a tad annoyed by the women who sign up for "Fly Fishing with Bert & Karen" and then pester Karen for beauty tips.

Just before coming to Salt Lake, Karen was in London, appearing with current Estee Lauder super model and actress Elizabeth Hurley. When a member of the press asked her who she was, Karen said, "I'm the face before the face before the face before Elizabeth Hurley."

Karen thought it was a great line, "although Elizabeth didn't laugh as much as I thought she would."

Ah, but give her a few years. What is she now? 33? Everything's critical. Every new facial line is a disaster.

Wait'll Elizabeth grows up.

In a recent feature article on Karen Graham in Vogue, there are two photos laid side by side. One is from 1975, with a 30-year-old Graham posing with her fly rod and waders for an Estee Lauder ad. The other is from this year, with the 53-year-old Graham posing with her fly rod and waders for an Estee Lauder ad.

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She looks more relaxed, more contented in the "after" shot.

"In reality, I am a happier person today," she agrees. "I don't take everything so seriously."

Then she flashes that famous smile, and you believe her.

Send e-mail to (benson@desnews.com), fax 801-237-2527. Lee Benson's column runs Monday, Wednesday, Friday and Sunday.

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