"I learned how to chip-shuffle before I learned how to play poker because I felt like these are things all the men do," she said.

Though an actor for more than two decades, Tilly doesn't just look the part when playing poker for keeps — a world away from some of her movie roles as a ditzy bimbo with a whispery, childlike voice.

She draws on lessons from 10- to 12-hour days at the tables, devouring books on strategy and the guidance of her poker-pro boyfriend, Phil "The Unabomber" Laak. (She says he talks poker in his sleep.)

As a woman and a celebrity, Tilly is battling odds on two fronts in a game dominated by men known for their moves, not their movies. But "The Unabombshell," her nickname since pairing with Laak, says one reason she is "obsessed" with poker is that chips trump critics.

"Acting is one of the arts where somebody has to validate you, say, 'Yes, I think you're great, and I'm going to give you this wonderful part,' " she said in a piano bar at the Bellagio hotel/casino. "With poker, everyone can think you're the worst player in the world. You can still pay your five thousand, pay your 10 thousand and sit down and play, and the person that has the most chips at the end, that's the winner."

A year ago, Tilly earned a gold bracelet and $158,335 by winning the Ladies Event in the World Series of Poker.

After that 2005 victory in a field of 600 which included top female pros, she won the World Poker Tour (WPT) Ladies Night Invitational a few months later in Los Angeles.

No woman has won a WPT open event or the World Series main event, where Tilly went out in the first round last year.

"It's definitely going to happen. Everyone wants to be the first," said Tilly, who'll be back in the World Series main event starting Friday.

She was eliminated early in this year's Ladies Event, which drew 1,128 players.