Foxcroft School celebrated its 98th Commencement Friday morning by awarding 36 diplomas and a special "Head's Prize" for courage and character to the Class of 2012 in Miss Charlotte's Garden on the School's Middleburg campus.

Head of School Mary Louise Leipheimer praised the Class for making a difference with its inclusive leadership. After noting that their kind style epitomizes Foxcroft's unofficial motto "Friends to the end," she introduced the featured speaker who – appropriately – is best known for her work on a TV show called, "Friends."

Lisa Kudrow, a biology major and erstwhile scientific researcher turned comedic actress, played Phoebe Buffay for 10 years on the hit sit-com. But she didn't mention that show once in her speech. Instead, the 48-year-old shared personal stories of her high school years, as the smart girl who did not fit in, and her difficult beginning at Vassar College.

"I was figuring out who I was and all I had for my guideposts were my comfort zones, my instincts about what I could handle and what I wasn't ready for yet," she said, noting that eventually she did move beyond those limits. "I stepped way out of my comfort zone. For the love of God, I went from a brown-haired bio major to a blonde actress who's mostly known for playing idiots! The girl decided when she was ready and stayed true to herself all along the way."

Kudrow, the mother of a 14-year-old son, urged the Foxcroft graduates to take heed their comfort levels and have adventures, take risks only when they are ready.

"Over the next four years as you step into adulthood," she said. "You decide who you are. While you are having experiences and exploring things, pay close attention to who you are and what your comfort levels are. And please remember, the girl decides. The girl always decides."

Kudrow mingled with members of the Class of 2012, who come from nine states and six countries, their families and friends before the ceremony, held under overcast but dry skies. Unlike many commencement speakers, she arrived a day ahead and attended all the activities running up to the graduation – the 90-minute Awards Assembly in a sunny courtyard, buffet dinner in the gym and a beautiful baccalaureate service at Trinity Church in Upperville – and even stayed on campus.

No doubt Kudrow's presence was a treat but the day belonged to the graduates, an impressive group that has been offered 133 acceptances and more than $1.1 million in merit scholarship from 93 colleges and universities, including Columbia, Middlebury, Northwestern, Tulane, Washington and Lee, William & Mary, and the universities of Colorado, Illinois, Virginia, and California at Berkeley.

Senior Class Speaker Alexis Hall, an Atlanta native who is headed to St. John's University in New York, recounted some of the class's triumphs and adventures, especially since august. "We took everything we learned from the last three years and applied it to our senior year," she said. "We became doers: we used our bond, our voice, and our leadership to better the School."

And then there were awards and in an unusual move, Leipheimer gave her special "Head's Award" to the entire class. Hall received the coveted Charlotte Haxall Noland Award for best combining the qualities that Foxcroft's founder valued: high purpose, leadership, integrity, accomplishment, and understanding; Su Won Jung of South Korea earned class valedictorian/Pillsbury Prize honors; and Kimberly Kluwe of Seal Beach, CA, was the salutatorian.

Jung will attend Columbia University and Kluwe is head to the University of California at Berkeley.

Shenandoah and Rebecca Dudley presented Senior Class President Maeve Couzens (Middleburg, VA, Gettysburg College) with the Dudley Prize as the senior most willing in her unselfish efforts for the good of the school. Student head of School Sam Nelson (Oak Hill, VA, Boston University) received the Ida Applegate Award, for courtesy, from Foxcroft Board Chair Stewart D. Thayer and Elizabeth Wilford (Oxford, MD; Dickinson College) collected the Josie Betner Mallace Prize, for courage and humor. Junior Miranda Raschid (Purcellville, VA), sophomore Katelin Eagen (Middleburg, VA), and freshman Lillian Potter (Middleburg, VA) received the top prizes for their respective classes.