She intrigues us with her choices and, now, this most thoughtful of stars returns in a provocative new role that spotlights the ongoing conversation on sex, gender and age.

Annette Bening is a serious actress, and one of the world’s best. She’s also Hollywood royalty as a movie star — but does she see herself that way?

When the actress, 59, sat down to talk about playing a Hollywood icon during the Toronto International Film Festival last fall at the premiere of Film Stars Don’t Die in Liverpool, she was only half-joking when she said she didn’t quite know how to answer the question. “Is it a bad thing? Or a good thing? I don’t know,” Bening replies with a chuckle. “I try not to worry about it. I feel lucky that I get to do what I do.”

What Bening “does” is make consistently interesting choices. As the BAFTA retrospective in London last fall and career kudos in December from the Museum of the Moving Image can attest, those choices range from Augusten Burroughs’ loopy mother in Running With Scissors to Shakespeare in the Park to a one-woman play based on Ruth Draper’s inimitable monologues at the Geffen Playhouse. Bening’s career to date has had few missteps (the remake of Clare Boothe Luce’s The Women might be the exception that proves the rule) and includes an early Tony nomination for Coastal Disturbances, an Emmy nod for her lead in HBO’s Mrs. Harris and four Academy Award nominations.

Although her actor and producer husband Warren Beatty has been famous since he entered show business 60 years ago, Bening admits she didn’t grow up a movie buff. Acting was about the theatre. “When I was a kid – I’d seen like five movies, probably – Julie Andrews was one of my heroes and as I got a little bit older and thought about acting more seriously in college, I got into Liv Ullmann – I remember reading her memoir [Changing] and loving that. And loving her and the film Persona.” Bening recalls being wowed by both Ullmann and Bibi Andersson’s performances and becoming curious about film acting. “But I really didn’t think of myself in any serious way as a film actress until much later.”

Soon after their courtship and her 1992 marriage to Beatty, whom she met while making the gangster drama Bugsy, the couple starred together in the remake of the classic Love Affair, sharing the screen with Katharine Hepburn.

In person, Bening has the same quick intellect and elegance as that screen icon. Dressed in a tan linen jacket over crisp white shirt and loose tailored trousers, the actress is warm and voluble – she laughs easily and often. Also like the fiercely private Hepburn, she’s happy to talk about the work but beyond that there’s an undercurrent of reserve. If Bening is more guarded than most, she’s also more articulate, stopping to choose her words carefully only after fully considering a question. She says not to believe everything you read, which was especially true – and for her preparation, challenging – when it came to playing one of Hollywood’s most infamous dames in Film Stars Don’t Die in Liverpool.

The film is an intimate portrait of film noir icon Gloria Grahame, based on the memoir by Peter Turner. (Turner and the star had a romantic relationship in the late 1970s when she was almost 30 years his senior, after her fame and career had faded.) Although she had a famously tempestuous personal life that played out in the tabloids, not much is known about Grahame’s inner life: her marriage to director Nicholas Ray (Rebel Without a Cause) ended after she became romantically involved with Ray’s teenage son Tony, and the scandal cemented Grahame’s femme fatale persona. In spite of having an Academy Award, her Hollywood career soon disintegrated.

The role is something of a full circle: Grahame’s sultry performances in films like The Big Heat and In a Lonely Place were Bening’s references back in 1990, when she crafted her character Myra in Stephen Frears’ neo-noir The Grifters. The breakthrough performance earned her her first Oscar nomination.

“What a great gift to just have Annette Bening in front of your camera!” says Film Stars’ director Paul McGuigan, who sings the praises of her portrayals of complex older characters like Grahame. “She was a strong woman, a sensual woman – you don’t usually see that in movies,” he says, “50-something women who are sexual, vibrant and present – and who can be a pain in the ass.”

Film Stars Don't Die in Liverpool
Annette Bening and Jamie Bell in a scene from ‘Film Stars Don’t Die in Liverpool.’

In the movie, Bening and co-star Jamie Bell (who plays young Turner) share a joyous impromptu disco scene and, during our interview, they joke about which of them is the better dancer. But that’s the only thing the 31-year-old Bell will dispute. A large part of the appeal of his role was “the opportunity to work with a great actor and really stretch myself. And also just to kind of sit back and watch, honestly,” he says. “Which is what I did most of the time.”

“She’s also really fun to be around,” Bell adds. “We share a similar sense of humour, which Paul would get mad at sometimes because we’d stand around laughing.” McGuigan adds that Bening’s curiosity contributes to her enormous talent. “She’s a student, and she’s a master at the same time,” he explains.

“The student bit is she wants to learn and keeps learning and researching and finding things, and the master is she knows what to do with it.”

“Every experience and certainly every movie becomes a different [learning experience],” Bening says. “Even though there’s a certain form that moviemaking takes, every one is so different because of the people involved.”

For example, Bening recently worked on two films with Vanessa Redgrave, 81, and admits she watched the legendary actress very carefully. “On Film Stars, she was doing Richard III on the stage at the same time, eight performances a week of a very good production at the Almeida with Ralph Fiennes. Quite remarkable,” Bening recalls. “She came on the Sunday, and her enthusiasm and her stamina were incredible. I remember at the end of the very long 12-hour day, we were all in the makeup chair taking our stuff off, and she was getting ready to go out. Going to dinner!”

They also spent time in Toronto last summer together filming Georgetown, Christoph Waltz’s directorial debut. In that Washington society true crime thriller, Redgrave once again plays her mother. (Although in that story, her role is reversed: Bening plays a judge who disapproves of her mother’s marriage to a man three decades her junior.) “When I worked with her for a longer period of time on Georgetown, I noticed that she knew when something was off for her – and she knew when to stop [shooting] and how to say that.”

Getting back to that original question about a profession that’s more tangled up in fame and stardom than ever, Bening still very much remembers her early years on stage after studying at the American Conservatory Theatre in San Francisco, wondering whether she’d be able to get a job, let alone make a living. “In the long run, that was very valuable because, by the time I was doing movies, I was almost 30. I think it’s easier if you become known when you’re older in some ways because you have the life experience that’s similar to everybody else.

“And there’s so much of my life that I experience that I feel has nothing to do with [being a movie star], in my day-to-day life,” Bening continues. “There are times it’s lovely, and people say nice things to me on the street,” she adds. “And then there are other times when having a lot of people focused on me, is … a lot. But I have a lot of freedom as well,” she appreciates. “Freedom in the work, to continue working.”

Unlike Grahame, Bening has her pick of projects.

“One of the gifts of having choice is that you can do what you want, what really appeals to you and what really challenges you. Something that you don’t quite know you can do, that puts you into uncertain territory in a healthy way,” Bening says of her approach, and past projects like The Kids Are All Right, Lisa Cholodenko’s comedy of post-modern family life in which she and Julianne Moore are lesbian parents or her choice to play an enigmatic single mother in Mike Mills’s acclaimed 1970s-era drama 20th Century Women. “I tend to get drawn to things that have that element to them. I think most of us sort of relish that,” she adds. “We’re not looking for something familiar. We’re looking for something that takes us off in another direction.”

Sometimes, that direction is a lark. “I thought it was so cool,” Bening laughs as I ask about The Sopranos “The Test Dream” episode (in a cameo as herself she delivers the accusatory line, ‘There’s something Bugsy about him”). “It was so fun and such a weird thing,” she says through peals of laughter as she attempts to explain the plot; like most fans of the cult series, she’s still trying to make sense of the bizarre dream sequence. “But I loved it.”

The upcoming indie adaptation of Anton Chekhov’s The Seagull with Elisabeth Moss and Saoirse Ronan was a different kind of challenge. “Which I’m really proud of and if I may say, I think it’s really good,” she enthuses. “Talk about a long shot, trying to get that movie made! We got a little bit of lightning in a bottle. And we had great designers. That helps – the great [costume designer] Ann Roth did it for us with very little money and called in all kinds of favours.”

In The Seagull, Bening plays Chekhov’s renowned melodramatic actress Irina Arkadina. Together with her current role as late-career Gloria Grahame, that makes three times she’s played an actress who’s in the midst of a dramatic life crisis. “When they sent Being Julia to me, I was in shock,” Bening remembers with relish of the larger-than-life role that earned her a third Oscar nom. “I thought, Are you kidding, this is such a feast.”

Playing an actress has meta-fictional layers with a certain appeal. “I don’t know if this is true,” she continues, “but maybe it’s also a kind of metaphor for how many of us feel in life – that there’s a public persona that we have and that inside of us there is a private life that no one is ever completely privy to because it would be impossible. It’s why a lot of people make art and try to tell stories – because of this private experience. Actors and actresses are kind of the perfect metaphor for that because the mask falls away, and there’s this real person underneath.”

The actress also recently wrapped the ensemble feature Life Itself with Dan Fogelman, creator of the hit television series This Is Us. If the story and people involved were right, something similar that would allow her to take on a character over the course of a season could tempt her, she says. In fact, one prestige series already had.

Bening explains how she’d been attached to play former Louisiana governor Kathleen Blanco in the next American Crime Story anthology series iteration about Hurricane Katrina – that is, until creator Ryan Murphy revamped the story to focus on events at a single hospital during the disaster. “I got really into it and did a ton of reading, which I don’t regret at all. The important thing is that the story gets told.”

Not that the Bening-Beatty household viewing habits include much fiction these days. “My husband and I are both really, really into watching news,” the self-described NPR junkie says.

Film Stars includes an archival clip of the real Grahame nervously accepting her 1952 Academy Award for Best Supporting Actress in The Bad and the Beautiful. Has Bening – herself nominated for the Oscar four times – ever thought about that moment? “Well, of course, it’s human nature you would think about it. If you didn’t, that would be pretty strange.” She pauses before talking about how dramatically she thinks the celebrity landscape and industry apparatus have changed since her first nomination nearly 30 years ago.

“There’s so much media now,” she says, “and that’s no one’s fault. That’s just technology. It’s ahead of us, we’re chasing after it and trying to fill all of this content, fill all these spaces. So, in a way, it’s become such a din that you just become more and more focused on the quietness of the work and how to me, and I don’t know how you feel,” she says, turning to her co-star Bell, “but how dissimilar the work that we do is than this,” gesturing to our interview table and the cluster of journalists around the room.

The press junkets, the photo calls, the red carpet image and the sound bites – and yes, even Oscar campaigning – are all part of the demands and dynamics of being a movie star today. That commerce at times comes at the unfortunate expense of the craft. “In a way, I’m kind of grateful that, when I started, social media and the internet, [smart] phones, all this stuff didn’t exist.”

Annette Bening

At its heart, Film Stars Don’t Die in Liverpool is a tender and unusual love story, but its subject is also timely as a cautionary tale of a toxic industry: in addition to several botched cosmetic surgeries, when Grahame later got cancer, she opted not to have chemotherapy – in part because of how it might affect her looks and what remained of her career. The factors that reduced a formidable actress so identified with Hollywood’s heyday to B-movies and provincial dinner theatre are all too relevant when we talk about women in the film industry today.

“Glamour, in the old sense of the word, is becoming more and more of a commodity,” Bening says and acknowledges the “enormous pressure” imposed on women in classic studio-era Hollywood “and on men but worse for women, always.” That pressure isn’t history, either: “It’s pretty strong now,” she says ruefully.

On one level, Bening admits she understands the premium the industry puts on youth and physical appearance. “I think I have vanity. I think we all do,” she says with a sigh. “But I’ve always thought that I would be trying to be an actress my entire life. And for me to be in the age that you are (or close to it, in terms of who you’re playing) and trying to find the authentic experience is what’s interesting. So, that’s kind of the direction I’m going.” She says she stays fit by hiking and practising yoga. Audiences can still be transfixed by the subtle emotion conveyed in her wonderfully expressive face.

At the Toronto International Film Festival, Bening had also just come from her stint as president of the Venice Film Festival jury. Notably, although the festival made headlines because only one of the 20 films in competition was by a female filmmaker, much of the subject matter concerned women. “Violence against women, emotional and physical and sexual,” Bening recalls. “I don’t know if that was something on people’s minds, but we all noticed.” The conversation that emerged from Venice was about addressing gender inequality and nurturing diverse voices in the industry. “I think that as women, we have to be very sharp and shrewd and creative ourselves about what we choose to make,” Bening said at the time.

In hindsight, it was the eve of the industry-wide reckoning that began in October with the investigation and charges against Harvey Weinstein. Bening was among the high-profile socially and politically engaged actors who publicly denounced the predatory producer, and she expressed hope that the allegations would be the tipping point to prompt a cultural shift.

When we spoke again later in the fall, the shift was already underway. A long-overdue deluge had begun to break, and Bening was back home in Los Angeles when sexual harassment and assault allegations about many powerful and famous men surfaced. Even after they included former colleagues like her American Beauty co-star Kevin Spacey and James Toback (the screenwriter who wrote Bugsy), Bening called the situation “a big wake-up call” not just for show business (“It’s just a tiny sliver of this larger issue”) but for the country, and one she hopes that will bring about systemic and lasting change.

Back at TIFF, Bening and Beatty, 80, walked the Films Stars’ red carpet premiere hand in hand. They’ve been happily married a quarter century, and their four children – Stephen, Benjamin, Isabel and Ella – are all now young adults. Already that’s allowed for flexibility and projects like Beatty’s longtime Howard Hughes passion project Rules Don’t Apply, for which he came out of retirement, and for Bening to make movies like The Search, a drama about war-torn Chechnya on location in Tbilisi, Georgia. “Yes, those kind of adventures, I’m more able to do – and trying to get my husband to go with me when he will!” she says.

Far from retirement herself, the prolific Bening has a slew of upcoming films and, with each one a passion project, she’s poised to enjoy a memorable third act. “Ultimately, one of the reasons I’m enjoying it even more as I get older,” she adds, “is I’m forgetting all of the things that I learned when I was in acting school.”

A version of this article appeared in the March 2018 issue with the headline, “21st Century Woman,” p. 38-44.