The driveway leading up to Madonna’s Mediterranean-style house is long enough to make the walk for the morning newspaper pass for exercise. But the arduous climb has its rewards. Just inside the glass-and-iron front door, there are two Frida Kahlo paintings. Nearby, on a table, is a breast pump and a stack of magazines. Turn right, and you walk down a hallway lined with many black-and-white photographs. There’s a step down into the spacious, sun-filled living room and a Diego Rivera oil hanging over the fireplace.

It’s a gorgeous house. Yet something seems off to Madonna, who strolls barefoot into the room wearing a low-cut navy T-shirt and a long skirt with denim panels. Her eyes more repeatedly from the display of photos on the baby grand piano of her almost-4-year-old daughter, Lourdes, to the empty space at the far end of the room. “I’m in the process of moving, and some of the furniture has been sent out to be re-covered,’ says Madonna, who recently bought Diane Keaton’s home in Beverly Hills. “Everything’s kind of in disarray right now.”

For Madonna, this is not a time of neatness, order or business as usual. Just three weeks earlier, she brought home her second child. Rocco Ritchie. from Cedars-Sinai Medical Center. The baby had arrived two weeks ahead of schedule, and his birth wasn’t exactly easy. Since then, Madonna has come to realize that, even with an army of assistants and a hands-on, live-in boyfriend. British film director Guy Ritchie – and even if you’re pop culture’s mother of reinvention – at age 42, having a second child is a big adjustment “I wake up every morning and try to have a really scheduled day,” she says. “But I can’t do it. I t’s really hard when you’re breast-feeding.” Like many new mothers, Madonna is feeling a bit housebound. “She’s dying to put on clothes with a tight waistband, some high heels, do her hair and go out and be fabulous,” says actress Debi Mazar, a friend from New York since the mid-1980s. “She’s ready to have fun.”

But fun will have to wait a while. At about 2:00 P.M., Rocco, who has light hair like his father, begins to stir from his lunchtime nap, his cries and whimpers audible from down the hall. Madonna shakes her fist and reveals the steely attitude that made her so convincing in 1996’s Evita. “There will be life after breast-feeding!” she declares.

Madonna likes to cram as much as possible into each passing moment, which is why scheduling is so important to her. Ritchie’s new film, Snatch, premiered in London on August 23, and her much-anticipated new album, Music, hit stores September 18; she had planned to give birth to her second child the first week of September. In fact, a C-section had already been penciled in to her calendar. But there was an abrupt change of plans on August 10, when early in the evening, Madonna, while home in Los Feliz, began to bleed – and immediately summoned Ritchie from a Los Angeles screening of his film. “He met me at the hospital,” says Madonna “Though he likes to think that he carried me inside.”

In an ideal situation, Ritchie, 32, might have indulged such a chivalrous impulse, but this was a serious matter. Months earlier, Madonna had been diagnosed with placenta previa, a complication that develops in about 1 in 250 pregnancies when the placenta covers part or all of the cervix, causing the mother to hemorrhage and the baby’s blood supply to be cut off. “Basically, because you can hemorrhage, they tell you that they don’t want you going into labor,” she explains. “So I had arranged to have a C-section two weeks before my original due date.”

But of course Madonna showed up at the hospital two weeks before her appointment, in no condition — or mood — to wait. “When I went in,” she says, “they were like, ‘You can have your hair done. You can have your nails done.’ And I’m like. ‘Are you kidding me? I don’t care about that now. Just give me some morphine.’”

The nurses complied, and so did Rocco, who was born, weighing five pounds, nine ounces, about three hours after Madonna entered the hospital, at just before 1 A.M. She had already decided to name him after one of her uncles. “I went through all my relatives – Guido. Gatano, Silvio and Rocco.” says Madonna. “Guy kept going, ‘No, no, no, that’s way too fancy.’ Finally I said. ‘All right, he can have your English last name – its actually Scottish – and an Italian first name.’”

Contrary to rumors, Rocco’s life was never in danger. “It wasn’t as dramatic as everyone portrays it,” says Madonna. “But because he was a month premature, they put him in intensive care to make sure his lungs were developed enough.” Though she was released from the hospital after two days. Rocco stayed the rest of the week, requiring Madonna to show up every day for feeding. “I sat in a little room next to intensive care, reading books and running in there every three hours,” she says.

Finally, on August 16 — her birthday — Madonna and Ritchie took Rocco home. Later that night, some close friends and family joined them, and Rocco’s big sister, for a small birthday dinner. “The whole week was emotional, as you’d expect, but I’m not going into every little detail,” says Madonna. “Let’s just say the day we brought him home was a very happy one.”

That feeling radiates through the household. “Fatherhood is unbelivable,” Ritchie said a few weeks after Rocco’s birth. “I suppose it’s like a huge wave of love but much stronger than that.”

Indeed, when Mazar gave Rocco his first haircut, she endured the watchful glare of his nervous mother. “As I trimmed,” Mazar recalls, “she said. ‘If you cut him. I’ll f—ing kill you.’”

Though she’s as tough as ever, Madonna is in many ways not the same woman who dropped out of the University of Michigan to seek fame in 1978. Unless she hears one of her old songs on the radio (”I think, Damn, that’s good,” she admits). Madonna doesn’t even think about her early or middle-period material. much less perform it. Nor is she so absorbed with her own image, so determined to be on the verge of the next Big Thing. “Ten years ago you’d ask her to recommend a personal trainer,” says her longtime backup singer Nikki Harris. “Now you call her with any ache or pain, and shell have the perfect doctor.”

With that evolution, say friends, she seems to have found the inner peace and joy she longed for back when she was writhing onstage in a wedding dress or simulating oral sex with a soda bottle in the movie Truth or Dare or posing nude in her Sex book. “She’s grown up,” says Harris, “Motherhood has definitely calmed her.”

So, apparently, has turning 40. “Yes, there are those moments when I can’t believe I’m as old as I am,” says Madonna. “But I feel better physically than I did 10 years ago. I’m doing more. I’m more fulfilled than 10 years ago. And I don’t really have those moments when I think, Oh, God, l’in missing something.”

Certainly children have filled some of the perceived void, but so has meeting Ritchie, her first serious boyfriend since her breakup with Lourdes’s father, personal-trainer-turned-actor Carlos Leon. “It’s always been difficult for her so find a man,” says friend Sting whose wife, Trudie Styler, intentionally sat Madonna and Ritchie next to each other at a luncheon two years ago in England. “She needs someone powerful, and I’m spoken for. But we weren’t really playing Cupid.

For about a year, she and Ritchie kept up a relationship that Madonna calls long-distance angst.” Then it turned serious, and warm. “I felt like he’s my equal, and that hard to find,” she says. Even Leon likes him. “It’s shocking how civilized they are to each other,” says Madonna. But friends think the chemistry between Madonna and Ritchie is perfect. “This one seems different than past relationships,” says Mazar. “He’s definitely giving her a run for her money. He’s smart, he’s busy, and he’s got a career. He keeps her on her toes.”

But he also knocks her off her feet every so often with gifts like the hefty diamond she has on her ring finger. “I had absolutely no idea it was coming,” says Madonna, recalling the day she brought Rocco home from the hospital. She had just sat down in front of her breast pump when she spotted a paper bag on the table. “It was all crumpled up, and I though, Ugh, you know, can’t my housekeeper tidy up around here?”

“I almost threw the bag away,” she continues. “Then I noticed there was something in it. There was a little box. Then I saw a card. In it was a really sweet letter that he wrote to me, about everything we’ve been through, and my birthday, and the baby, and how happy he was. I thought he had bought me some really nice earrings or something. Then I opened it up. It was a diamond ring, and I screamed. It was shocking. I’ve never had a diamond ring!”

Never? “Even when I was married. I had a simple wedding band,” says Madonna, who divorced Sean Penn after four years, in 1989. “I never liked big rocks on my finger — well, I do now.” Is marriage next – perhaps around Christmas, as the London papers predict? “I wouldn’t say it’s an engagement ring – at least not right now,” she says. “We talk about marriage, but we can’t decide whether it’s something that’s necessary.”

Nor would it be such a big change. “I know that I can’t have a proper relationship, have a child with someone and share a life with someone unless I’m willing to nuke changes in my life,” says Madonna. “And I started doing that a year ago. We already live like we’re married.”

Just then Ritchie – in a white T-shirt and navy shorts — pokes his head into the living room, surprising Madonna. “Go away,” she says, embarrassed. “We’re talking about you.” Then Madonna reconsiders. “No, first tell me how much of that conversation you heard?”

“I didn’t hear anything,” he says.

“Good.”

After a brief visit, including a report that Rocco has gone back to sleep, he disappears. “You don’t want to blow too much smoke up their ass,” she says, smiling. “Otherwise they won’t run errands for you.”

Ever since recordinag a soundtrack to Evita in 1995 in London, Madonna has been entranced by life in that city. She befriended Princess Diana during the recording. “We met at an art gallery, and I had a little chat with her,” recalls Madonna. “She wanted to get together with me so I could tell her how she could have a thick skin and not be bothered by what everybody writes. We kept attempting to get together for tea but her schedule and mine were both too insane.” More recently, Madonna sat next to Prince Charles during a dinner in London. “He was very amusing,” she says. “He asked me about Guy and kept making self-deprecating remarks, and then joked about how stuffy everybody else was.”

Madonna had sett up house with Ritchie in Kensington, London, when she began work on her new CD last September. “Compared to when I wrote Ray of Light, I was completely unfocused, not sure of the direction or the sound I wanted,” she explains. “I just kind of threw myself into it.” Recording an album of her own outside of New York for the first time in her career, Madonna says she was “stimulated by the cool, creative vibe” of working in a studio where street life was visible outside the windows. “I felt really connected to the world,” she adds.

And to herself. The CD’s techno-pop title cut, “Music,” instantly rocketed to number one on the pop charts in both the U.K. and the U.S., and passionate, introspective songs like “I Deserve It” and “What It Feels Like for a Girl” make the album among her most personal. “Once I found my way. I wanted everything simple, direct and meaningful,” says Madonna, who discarded dozens of songs before settling on the final 10. “I’ve never written as many good songs and not used them before. But if it wasn’t new, if it wasn’t important. I wasn’t interested.”

Becoming pregnant while in the midst of recording, Madonna tried to conceal her condition for as long as possible from the Fleet Street photographers who trailed her each time she stepped outside her house. “All the people in the studio couldn’t figure out why I never took my coat off,” she says. “I used to say, ‘Oh, I’ve got the chills.’ ” By her eighth month, though, Madonna was photographed in a bikini while taking a mud bath on vacation in southern Italy. “Those pictures are disgusting,” she says. “I’m not exactly into looking obese for the entire world.”

Madonna says she “just didn’t care anymore” how she looked while pregnant. But her friend Mazar says that’s not the whole story. “OK, she was feeling rather large — and she was,” concedes the actress, who was on the trip as well. “But only from the front. I’d walk into her room, and she’d be in some amazing yoga pose, which I, who am not pregnant, can’t get into.”

Actually, Madonna’s pregnancy was routine until about her seventh month, when doctors discovered her placenta previa and told her to cease her daily yoga and exercise routines. “I hung around the house and did nothing but talk on the phone and read, which was like a death sentence to me,” she says. Now she’s getting back into exercise slowly, starting with brisk walks its the hills around her house and some bike rides. Yoga will start again in a few weeks. As for work, Madonna is considering a tour of small clubs in the fall. “I haven’t been onstage for a long time,” she says. ‘I really do miss it.”

In the meantine, Madonna has segued smoothly into the role of old-fashioned mother. She sets limits and enforces them in her way. “Rather than threaten a timeout or rationalize something to her 4-year-old. she’s one of those moms who can give her kid a look and they immediately know what’s up,” says Harris. Lourdes, who’s also called Lola, takes French, karate and art classes and isn’t allowed to watch any TV — not even a Disney video — at home. “It’s more work not to allow them so watch, believe me,” says Madonna. “But I feel like TV turns them into passive creatures. I want her to develop her imagination.”

Madonna doesn’t rule out adding at least one more to her brood, but at this point she doesn’t exactly embrace the concept, either.”Don’t talk to use about that while I’m breast-feeding,” she says. “Ask me again in about a month.”

Sometime in November, Madonna and crew will return to London for several months. “I’m sure we’ll just be going back and forth a lot,” she says. “Guy really wants his son to have an English education, so we’ll see what happens. And I intend to slowly work New York into Guy’s repertoire. But it was hard enough getting him to come to L.A. So one thing at a time.”

Now’s she time to savor the joy. “Madonna has worked very hard for this life she has,” says Mazar. “At the same time, she knows it’s like a fairy tale.” Yes, and there’s even a Prince Charming. Only one chapter is missing, and Lourdes picked up on this just the other day. Aware that in many stories she’s been read the heroine meets the love of her life and gets married, Lourdes asked, “Mom, are you going to get married before I get married?”

Madonna recounts this tale just before going to Rocco for his 3 o’clock feeding. As she heads off to her son, she flashes a smile. “Cute, isn’t it?”