ELLEN BARKIN and SCARLETT JOHANSSON

The Sea of Love star, 53, has embraced growing old gracefully and insists she'll never go under the knife to look younger, and she muses whether today's movie pin-ups will follow her example no matter what.

Barkin tells Entertainment Weekly magazine, "I look at that gorgeous little Scarlett Johansson and I think, 'Oh, my God, what is that girl going to look like when she's a woman?'"

Barkin is convinced women don't need to worry about their looks until they hit their 40s - because faces need time to "settle in."

She adds, "I always thought women peaked between 36 and 43. Something happens to your face and everything just settles in."

Source: WENN