Annette Bening on Diversity: "The Academy Is a Reflection of the Industry"

The Hollywood Reporter

Four-time Oscar nominee Annette Bening says she was inappropriately kissed by a fellow actor when she was younger, but was too shocked to do anything about it.

At a time when multiple women have come forth to talk about abusive behavior, Bening added her voice to theirs. "I had a television job for one episode on a show," she recalled, speaking to students at Loyola Marymount University's School of Film & TV. "I can't remember the name of it now. I'm brought in and I'm the bad guy's girlfriend and I'm standing there in lingerie and the bad guy is supposed to kiss me. And the guy that did it grabbed me and put his tongue down my throat."

As the audience reacted in surprise, Bening said the unnamed actor did so "in the most vile, unnecessary way. He was taking advantage of the moment. And at the moment I was brand new - you know, I'd never worked on camera. I wasn't a child - I was in my 20's - but I was so shocked and I didn't quite know what to do. I didn't know how to handle it. And no one said anything. No man on the set, no one said, 'Hey, that's not cool, don't do that to her.' And I didn't stand up for myself."

Today, Bening - the star of such films as American Beauty and The Kids Are All Right - says she would handle a situation like that very differently. "I'm courteous if I disagree with something or I want to add something or I want to ask a question or contribute in some way," she said. "But I'm much more likely to speak up now than I would have been."

The actress took part in the ongoing interview series The Hollywood Masters, just before the release of her new film, 20th Century Women, in which she plays a bohemian mother trying to bring up a complicated family in late 1970s California. The movie is written and directed by Mike Mills (Beginners). It screens at AFI Fest on Nov. 16 and opens at Christmas.

Bening also has a small part in her husband Warren Beatty's Rules Don't Apply. Asked what she had learned from him - and he from her, professionally - she said: "He's very tenacious, and just when everyone else is not ready to entertain a question about something to do with the film, he's still ready to think again about it and readdress it, and make sure that it's right."

More personal matters she said she was unlikely to discuss even in the form of a memoir, which she has no plans to write. "I don't think so," she noted. "I don't want to talk about my personal life. I love reading other people's [memoirs], and I'm always curious about what people are saying and thinking. But no, I would not write my own because my husband's also in the business."


A full transcript follows.

STEPHEN GALLOWAY I want to go back to the beginning. What was the very first moment when you thought, I want to be an actress?

ANNETTE BENING Well, my ninth grade English teacher took us to a play at the Old Globe Theater in San Diego, which is their local nonprofit theater. I don't know actually if I really thought at that point that I wanted to be an actress. But I knew that I loved what I saw. It was a Shakespeare play and …

GALLOWAY Which one?

BENING We saw Two Gentlemen of Verona and just recently I was in San Diego at the film festival and I got to invite that teacher to come. In fact we had to track her down. It was dramatic.

GALLOWAY Remember this, guys.

BENING Anyway, she was cool. So The Two Gentlemen of Verona, which is an early play and not supposed to be one of his great plays: they did it [set] in the 18th century, and all of the people played props. So if there was a door, there would be like two guys going like this.

GALLOWAY Oh, wow.

BENING And if there was a painting, there would be a woman standing there and she was inside the painting but then she'd be watching the scene. And I guess especially for kids, it was just very exciting. And then we also saw The Merchant of Venice. I didn't didn't understand everything but I knew what they meant. And I loved the passion of it. I don't know. So, that kind of got me interested. It was more of the theater.

GALLOWAY How did your parents react to you wanting to be an actress?

BENING You know, my parents, who are still alive, and who just celebrated their 66th wedding anniversary - think about that for just a second. (Laughter.)

GALLOWAY Yeah.

BENING They've always been incredibly nice about it. They never discouraged me which, I mean, I had never met an actress or an actor when I thought that I might like to be one. I had never been around people in show business or from the theater or from movies or anything. And I say that as an encouragement, I don't know some people who want to be doing what I'm doing or be involved in film or...

GALLOWAY That's everyone here. (Laughter.)

BENING Good. You don't have to be from it to get interested and get involved. I certainly wasn't. So I really am grateful to my parents because even though we didn't really go to movies much or you know, we had a lot of music at home, but there wasn't a lot of interest in that. But that didn't matter. And they were very supportive and they always went to my plays and I was in so many bad plays, I can't tell you. Oh, dear, of course. And so they went to all of my plays. And they were always very encouraging.

GALLOWAY What else did you think of doing if not acting?

BENING I didn't really think about doing anything else. I just sort of plodded along. I had a good high school acting teacher. I went to community college in San Diego, at a place called Mesa. I had two great teachers there. I didn't even know they had this gem of a little theater department. It was a dollar a unit and that's where I went.

GALLOWAY Things have changed.

BENING I know. But I also liked my poetry classes at community college. I took a women's studies class and realized how unfair the world was which I hadn't really realized until...

GALLOWAY Really?

BENING Anyway...

GALLOWAY Is it still?

BENING Yes, I think so. That's OK.

GALLOWAY Is Hollywood still? unfair.

BENING In what way?

GALLOWAY Toward women, toward minorities?

BENING I think yeah. I think it's a reflection of the culture at large and certainly it drives the cultural conversation but it's also just a reflection of the culture.

GALLOWAY How do you change that?

BENING How do I change that? How does one change it?

GALLOWAY You're on the board of the Academy and last year they were very criticized over issues of diversity. And they made huge steps.

BENING They did.

GALLOWAY Were those the right steps?

BENING I think it helps. I think that again especially in the Academy - that the Academy is a reflection of the industry at large and it's sort of the end of the chain.

GALLOWAY Yes.

BENING And so if the beginning of the chain is people writing and trying to create work that speaks to them and that the people who are... I think there is a lot of unfairness as you say. So for people who want to change that and want to be involved in changing that, then they can be involved in trying to create stories and trying to get them made. And as I'm sure all of you already know, that's very challenging for everyone in the business. And so you have to have a burning desire. And I think things can change but it is... movie is a near art form. It's showbiz and people want to make money. And generally people are financing things because they think it will make money whether it's a cable news show, a cable show, or a feature film, or whatever it is. So that's the part of it that drives it, I think, is really the dollar.

GALLOWAY People don't realize that. The films are so expensive that you can write a novel and it's you and the typewriter, a computer, and a film, even a low budget film, is millions and millions of dollars.

BENING That's right.

GALLOWAY And somebody has to pay for that. But you said two things that interest me. One is if you can develop that material yourself. Have you ever developed your own material?

BENING Not really. I haven't. I have been fortunate enough to be asked to do material that I really enjoyed. I also have four children.

GALLOWAY Yes.

BENING And that I found... so because I was able to work in movies that I loved and plays that I loved, I found that whatever extra, when I wasn't working, I was actually just raising my children. And every once in a while I would find a piece of material that I wanted to develop and I did actually work on a few things so it's not totally true to say that I didn't develop anything. But I worked on some development. But I haven't ever really produced anything. And maybe I will now that my kids are getting older. I have one left at home. So maybe I will. I've certainly thought a lot about it but no, I haven't done that.

GALLOWAY You also mentioned, just outside, you were thinking maybe going back to teaching acting. And I know anybody would love to have you teaching. The other thing you spoke about, if you have the passion. Have you kept the passion for acting over the years?

BENING Oh, absolutely. I'm just as intrigued by it as ever. It's an ongoing process. There's no arrival. There's no point at which you say "Oh, OK, done it, got it." It just doesn't happen. And that's true of any creative endeavor. For me, it's just a lifelong interest. I'm very much interested in the craft. I started by doing plays and it took me a long time to feel comfortable doing movies, working with cameras. I felt like I was a theater actress pretending that I was a movie actress for quite a while. Now, I just love the process of working with cameras and being on a set and trying to put a film together.

GALLOWAY How are they different?

BENING Well, one of the things on a very practical level as an actor or actress is that when you do a play, you do the entire story every time you do it. You have eight shows a week. You have a rehearsal process of four to five to six weeks. And then once you're in performance, everybody else goes away and you're there with your fellow actors and the audience and the material and your life becomes about that. And you go through the story from the beginning to the end every time you do it and depending on how long you do it, that's where the craft comes in. If you're doing it for four performances or 30 performances or if you're lucky enough to do something for a long time, I got to do a play once for a year.

GALLOWAY Which play?

BENING It was a play called Coastal Disturbances which was...

GALLOWAY For which you got a Tony nomination?

BENING Yeah, thank you.

GALLOWAY Yes, not bad, congratulations.

BENING Thank you. And it was off Broadway and it moved to Broadway. So that was my first. I had played in repertory. I'd played for months at a time but I hadn't... that is really where you learn, where you go when you need to find stimulation to do another show and you've done so many of them. And then you really learn what it's about.

GALLOWAY Yeah. And where do you go when it's the 250th performance?

BENING I don't know how to explain it. It's the first thing you think of when you wake up in the morning. I know that. And I know that there was a point in this play where I was supposed to burst into tears. Not like a slow well up but just bursting into tears. And I don't know how many of you have ever burst into tears. But...

GALLOWAY Every single one, every morning when they come to school (Laughter.).

BENING Every day, I know. OKy, so that's a kind of gross, by gross I mean indelicate emotional moment to use as an example. But this does happen occasionally. Any of us, we do something like that. So I would wake up in the morning and I would think, I have to hit that moment. I either have to hit it once or twice if you have a matinee, too. And I know in one of the preview performances (Laughs.)...

GALLOWAY Yes.

BENING In fact the off-Broadway theater was similar to this, except it was a play on a beach and it was all sand and that moment came. And I couldn't do it. And I just did nothing. I didn't go [CRIES] or whatever you do, you know, when you pretend.

GALLOWAY Yes, yes.

BENING I just didn't do anything. And I remember the director, this woman named Carol. We're doing notes afterwards and Carol said, "Annette, you didn't cry. You know, you didn't do anything." I said "I know, I didn't." So that's part of the craft is learning to develop ways in which you get yourself there and as you're doing it, whether it's on film during one day where you're doing a scene for a day or two days, or whether it's over a series of months on a play. Whatever that takes is your craft. And there's a lot of different ways of going about teaching it and ultimately you have to just kind of create your own. You have to be the author of your own acting school in a way. I mean you can take from this and this and you can watch people and you can watch performances on the stage. You can watch movies. But ultimately you have to figure it out for yourself.

GALLOWAY Which school do you take from the most? Is it Method?

BENING Well, all of modern acting comes from Stanislavski, who was the Russian partner to Chekhov. When Chekhov was writing his plays, Stanislavski was running his theater. And Stanislavski really was the first inventor of modern acting and then everything that came out of the method and Stella Adler and the great teachers really came out of him. And I went to an acting school in San Francisco called American Conservatory Theater. So they were teaching... I mean it's all method acting. It's whatever that means. Modern acting is method acting, most of it. And there are sort of different schools, so I guess I'm not really from one school or another. I had a number of different teachers but they were all kind of drawing from the same pool, which is - What do you want? What are you doing to get what you want? And, what is in the way? These are basic acting questions. Knowing the answers to those questions. So you're talking about objectives and actions and obstacles. That's a sort of shorthand that gives you a language, just as I'm sure you're learning a language for filmmaking here. There's a language for acting and so you kind of learn these terms. But of course the best thing is your instinct. And if you feel an instinctive and an intuitive response to something, that's much more valuable than intellectualizing about it. So the craft is for when you don't have an intuitive response. The craft is like "Oh, I don't feel right here, I feel stiff, I feel phony, I'm doing too much. I don't know what I'm doing. I feel awkward. Wait, what am I doing here?" And then you can go back to, "Wait, what am I trying to make you do? What do I want from you? What's in the way of what I want?" Sometimes it's my own insecurity, my own feelings, my physical state. There's all kinds of ways of going about it.

GALLOWAY And that's a great lesson for writers, too.

BENING Yes.

GALLOWAY Because if you write a theme, you want to think of those things. What was the best advice one of your early acting teachers gave you?

BENING Listening. I love watching people listen. And on film often some of the best moments if you think about favorite moments on film, often the person isn't even talking. So listening was a great... for me, when I went to acting school and I did my first scene with Todd Robbins, my first acting partner - this is after I've been to university - and I was in conservatory and we did our scene, and they said "You have it all planned out, what you're doing. You're used to just performing and kind of showing off and you're not really listening to your partner." And I was so embarrassed and I felt oh god, I thought I knew what I was doing and I feel like I didn't know what I was doing. But they were right. And that was a great, great lesson for me. So that's one of the most important things about acting is not just when you're speaking but when you're taking in from someone else. So I often go to the theater and I'm watching the person who's not talking. I love that.

GALLOWAY We're going to see later a clip from The Kids Are All Right where you have discovered, well, I'll tell you now because we're watching later, you discover that the woman you live with has had an affair with somebody. And you come back to the dinner table and everyone else is talking, but not you. And it's such beautiful acting I saw on your face in closeup.

BENING Thank you.

GALLOWAY By the way, I've got several clips to show you first. We discussed this. We're going to show a four and a half minute clip because the scene is so rich and the progression is so rich. How'd you do that in film though, not on stage? On stage you're there, you're in the moment. Each act is an hour or so. On film, it's over and over again. It's broken into little bits. How do you sustain that emotion and make it consistent?

BENING I think about it a lot before I do it. It's interesting and of course in the moment, when you're thinking about it beforehand, it's an intellectual exercise. Your discursive mind is working. You have your fears. You kind of know maybe what might happen but you don't want to completely plan it because it's better not to know exactly. But there's something in the psyche that wants you to plan it because then you're protected in some way.

GALLOWAY Yes.

BENING So a lot of acting is working with your own psyche in order to allow yourself to be open and reveal yourself. But then of course there's a healthy part of you that says, "Well, don't do that." You know, you're going to be in front of people. You could look foolish. You could get it wrong. You could be too big or too small or not realistic or whatever those things are. People might criticize you. There's all kinds of reasons not to be open. But you do want to be open. You want to be open to the unexpected. So in order to be open to that, you do have to get out of your discursive mind just like in any creative process, this isn't just about acting. So you have to learn a little bit how to work with your own mind.

GALLOWAY Do you like to be surprised by the actors you work with?

BENING Oh, absolutely.

GALLOWAY And how surprised? When Meryl Streep did Kramer vs. Kramer, there's the scene where Dustin Hoffman threw a wine glass. They're in the restaurant. Without telling her, he threw the wine glass and smashed it against the wall, and she apparently was furious. How do you feel if an actor did that?

BENING (Laughs.) I think she's right.

GALLOWAY I think she's right, too.

BENING But I know Dustin. I know her, as well. I've heard some different stories about that movie. I'm always also a little suspect of those stories.

GALLOWAY How would you react if somebody did that?

BENING Slapped me? Oh, yeah, that would not be okay. (Laughter.) No, that's very unusual. That's very unusual.

GALLOWAY Is it easier for you to react like that today than when you started?

BENING Like what?

GALLOWAY To say no, this isn't right, I'm not going to accept it.

BENING Oh, yes.

GALLOWAY But you said in an interview not long ago, "I like being a veteran."

BENING Yeah.

GALLOWAY Would you have had that courage when you began?

BENING No, and I didn't. There was a time I had a television job for one episode on a show. I can't remember the name of it now. I'm brought in and I'm the bad guy's girlfriend and I'm standing there in lingerie and the bad guy is supposed to kiss me. And the guy that did it grabbed me and put his tongue down my throat.

GALLOWAY Wow.

BENING He did it in the most vile, unnecessary way. He was taking advantage of the moment. And at the moment I was brand new - you know, I'd never worked on camera. I wasn't a child - I was in my 20's - but I was so shocked and I didn't quite know what to do. I didn't know how to handle it. And no one said anything. No man on the set, no one said, 'Hey, that's not cool, don't do that to her.' And I didn't stand up for myself.

GALLOWAY A part is that you don't know what you're meant to say and maybe one of the good things for some of the young students here is to know this is how I should react if somebody does something like that. Your second film, you made The Great Outdoors and then you got a leading role in Valmont. And you worked with some real, real veterans - Milos Forman, who directed One Flew Over the Cuckoo's Nest and Amadeus. It was a stunning performance.

BENING Oh, thanks.

GALLOWAY It's interesting that you have mixed feelings about those early performances. I wasn't sure if we should start this with The Grifters because you've got Oscar-nominated or Valmont. I'm going to show a clip from both.

BENING Oh.

GALLOWAY So let's watch a clip from Valmont, which is a film I really like very much, which is based on an 18th century French novel, Les Liaisons Dangereuses, in which Annette plays, I suppose - how do I word this? - a scheming aristocrat.

BENING Yeah, I'll go with that.

GALLOWAY Right, who joins forces with another to seduce a very innocent young girl. So this is a scene with Annette as one aristocrat and Colin Firth, whom I also like very much, playing the other. This is Valmont. [CLIP] [APPLAUSE]

GALLOWAY What do you think when you see that? Have you seen it since you...

BENING Oh, it's been a long time since I've seen it, no. I thought "Oh, that looks like my daughter." (Laughter.) That's what I thought.

GALLOWAY Lucky daughter.

BENING Yeah.

GALLOWAY That's a lot I like about this very much. I love that moment when you turn away as the memory of who you were comes back. I like the fact that Milos Forman doesn't linger on it but cuts away. The lighting of Miroslav Ondrícek, one of the great cinematographers, is exquisite. But it's a very still performance with a big bang because she's telling him "I want you to corrupt this girl."

BENING Yes.

GALLOWAY How did you prepare that role?

BENING Well, Milos Forman is one of the great directors alive. I was working in New York on a play and I auditioned for Milos over a series of months. So it took a long time. I had only done one film before that. And so it was a long process. I read with all kinds of different people. I read with Val Kilmer and Kevin Spacey and...

GALLOWAY Wow.

BENING Yeah, it was really interesting. So when I got this part, I'm playing this French aristocrat. I had never been to Europe. I mean this was such a dream come true to do this film with Milos Forman, this beautiful big period movie. It was just incredible. And Milos taught me so much about acting. Because he's Czech and he doesn't have the politesse that some American directors have, he's much more blunt, he was an excellent acting teacher to me. And we all were sort of traumatized by working with Milos because he was so tough on us. And Colin was also new. He'd done a few more movies than I had, but he was also new. And so we would start doing the scenes and we're in these period costumes and everything. So we would be sort of stiff. And so if I was to say something to you like, "Would you like a cup of tea?" Milos would say "No, no, no, no, no." And then he would make fun of the way that you said it - "would you like a cup of tea?" (exaggerrated).

GALLOWAY Oh, no. (Laughter.)

BENING And then he would say, "Natural, natural, just 'would you like a cup of tea?'" Then he would do it. And he was right. He was right and I learned a lot. He was very tough. But I learned a lot from him. One of the English actresses who was in the film, Sian Phillips, she's a great actress.

GALLOWAY Oh, my God, yes.

BENING She's a great person and we became very good friends. We lived together when we're making the film.

GALLOWAY Oh, wow. (Laughs.)

BENING And she and I are still very good friends. In fact I just saw her in London. And she still laughs, we still laugh and talk about doing scenes many, many, many, many times. I mean I don't know how long. I think we shot for six months or something incredible. So no, it was the greatest gift. And Colin and I bonded. And he's still a friend and you know, so on a personal level, it just meant a lot. But as in learning about acting, he was great because he was so blunt. He would just say "No, phony," you know. He was right. He was right and I really appreciated that.

GALLOWAY Did you rehearse with him?

BENING Yes, we did rehearse and we did screen tests, which I think that's probably the only time I've really screen-tested on a film. And I screen-tested with Kevin Spacey and that was the first time I met Kevin.

GALLOWAY Years before. (Laughs.)

BENING Yeah, and I thought he was the most confident person I'd ever met. I thought, my God, who is this guy?

GALLOWAY Is he?

BENING He is. He's a great pro. I really love...

GALLOWAY Is he that confident in real life?

BENING Yes. He's remarkable.

GALLOWAY You?

BENING Sometimes but not always. But of course we all have our insecurity and that's normal. And you have to learn to accept that about being an artistic person or aspiring to be an artistic person is that fears and insecurity, they don't go away. And in fact I remember one of the actresses on Valmont. She was very much older lady. Her name is Fabia Drake, I think.

GALLOWAY Yes, I love her.

BENING So she was very, very like old. I remember meeting her when I first came on the movie and she was quizzing me on my lines which at that point I guess I'd probably read it so many times I kind of knew it. But that's not a virtue. It doesn't make you a better actor or anything, but I think I just had worked on it so much 'cause I've been up for it for so long I'd worked on it when I was up for it and then when I finally got it... anyway so I remember her saying... I must have been talking to her about how I was afraid or insecure about doing it and who am I and I've never been to Europe and I'm this French aristocrat and how can I do this and all of that. And she said, "Divine discontent, it's divine discontent." So you have to learn to deal with your own, for want of a better word, insecurities, fears. They don't go away. And that's normal. It's human. So you don't ever really want to lose that. What you want to do is learn to manage it and to work with yourself. But every time just like maybe you feel when in your work or anyone who cares deeply about what they do, there's a part of you that has anticipation and fear. And so the important thing to know is that there's nothing wrong with that and that that's normal. You have to learn how to deal with it, certainly, but it doesn't keep you from doing it. And that doesn't go away ever.

GALLOWAY Were you afraid while you were making this film?

BENING Yes, of course. Yeah, and now I found different ways over the years to think about that. I remember when I, for some reason pops into my mind, when I was working on Being Julia, which is another movie I did, I don't remember what the scene was now. But I was particularly nervous and for some reason it helped me just to say to myself, "I'm nervous". Rather than, "Don't be nervous" or "Shouldn't be nervous" or... I'd just say, "Yeah, this is what it feels like to be afraid. I'm afraid. I have to go in there and all the people will be quiet and all the trucks, and all the hundreds of people working on this film, every one that says 'Hush, quiet, quiet, quiet.' And then they put the camera on and it'll be just me and I'm scared." And somehow just knowing that helped me. But I try to tell students that because I just want you to know if you have any of that about your own work, that that's OK. It's normal and you just have to learn how to manage it. And I think we all do that in different ways.

GALLOWAY Are you a good judge of your own work?

BENING I don't know. Not necessarily. It's always tricky to watch yourself, always. When I first had to watch myself, it was really hard because I'd done quite a few plays and I've never seen myself. So I was professional but I'd never watched myself. So I was like hearing you know... I'm sure you guys are all much more familiar with that because everybody has a phone, and everyone's taking pictures of themselves and making movies of themselves. And so people are more accustomed to it now. So I had to get used to it because there's a lot to be learned, of course, as an actor. When you watch yourself, you learn a lot.

GALLOWAY What do you learn when you watch yourself? What have you learned?

BENING I guess one of the things you learn is - this is what was in my head at the time, and this is what came across. Of course, you can never watch something like somebody else watches something like you, but nonetheless, you have to try. So I think on camera you learn a lot about how much the camera does for you, which is what is the great luxury of movie acting. Or acting whether it's TV or movies or whatever it is, that the camera's really such a gift because there's so much that it sees and does if you're willing to just be open and expose yourself and all of that. So you also learn what doesn't matter. And sometimes when you think about things, you think things matter that don't matter. You learn how the difference between a close-up and a wide shot, what that means and how if you turn, it's something very technical and small when you're working on a film can mean a lot. Movies are details. Movies are billions of details that come into a certain moment. So with all the years and months and weeks and days and minutes of preparation, then finally you're shooting and it all comes down to these moments when you're shooting, which is sort of insane when you think about it. The details make a difference. So the difference between if I chose to... if I was doing this scene with you and they were shooting this, and if I chose to, and the camera was there and I chose to speak to you this way - just the difference in where my head was versus sitting this way, that can make a big difference. And am I more comfortable sitting like this and is it better? But let's say the director said, "No, no, no, I want you to turn the other way." So when I sat down, I wanted to shoot this scene and I wanted to sit like this, but the director and the cinematographer all said, "No, please, let's move the chair and we want you to sit over..." I don't know if this makes any sense but this analogy does.

GALLOWAY Yeah.

BENING You have to learn to work with all of these things and these kinds of details make a big difference.

GALLOWAY Do you think about them a lot beforehand or do you do it more spontaneously?

BENING That's a really good question. I think that as I tried to say before - in the moment, as free as you can be and without preconceptions as you can be, the better. Now of course you probably have rehearsed some, or maybe you haven't rehearsed at all. Sometimes people don't rehearse at all, but you might have had a chance to rehearse for a few days, or even more than that. Then in the moment when the camera's running is the only time it matters. So whatever you've discussed or thought about or discussed with the director, the other actors, hopefully there's a part of the experience that you've left open so that only in that moment the camera catches it. That's of course the hardest thing to do because everything is planned and you have thought about it in advance. This is probably the size of a movie crew, the number of people here right now, and everybody's thought it through. There's nothing that's completely surprising except what you do. And sometimes you get to improvise a little bit.

GALLOWAY And different directors want very different things. Some like rehearsals, some don't.

BENING Yes.

GALLOWAY Valmont, when it came out, was damaged because another film on the same subject had been released just beforehand, Stephen Frears' Dangerous Liaisons. And then ironically your next film is directed by Stephen Frears, and that's the picture that puts you on the map. So we're going to watch a clip from a film in which Annette Bening plays a con woman. This is an early scene where she's gone in to pawn some jewelry with an actor I'd always liked so much, Stephen Tobolowsky.

BENING Yes.

GALLOWAY And then we're going to talk about The Grifters. Let's watch the clip from The Grifters. [CLIP] [APPLAUSE]

GALLOWAY It's a very difficult role to play because you're playing somebody whose affect is of a very naïve innocent young woman, but who is actually extremely calculating. How did you find that role and how much was finding the right voice key to it?

BENING I was also up for Dangerous Liaisons, by the way. I was up for both films. But I was up for a tiny part in Dangerous Liaisons that Stephen directed, that Michelle Pfeiffer, Glenn Close and John Malkovich did. That film came out as you probably know, that was a big hit. And we were just beginning to shoot our movie. And then when I got back to America, that movie was coming out so I saw it, anyhow, weird. So Stephen Frears, for The Grifters, he suggested that I watch Gloria Grahame, who was a great noir film actress. So I watched Gloria. There was a lot in the book. It's based on a book so there's a lot there. And in terms of another piece of that character and how I kind of worked on it was Stephen said to me, "Can you lighten your voice?" He wanted my voice to be lighter. I remember him saying, he didn't say make it higher. "Can you lighten your voice?" He did say that to me. So I listened. So it was a number of things. And in terms of that characterization, I don't know, I don't know why I did it that way, but it's how I chose to do it. And there are darker things that happened in the film. This is one of the more kind of whimsical moments shall we say.

GALLOWAY Did you spend any time hanging out with real life con men or women?

BENING Let's see. No, I didn't. (Laughter.) I remember finding a book in a grocery store that was called Good Girls Gone Bad. I remember that. And it was a series of first person testimonials about women who'd become criminals. And I remember getting a lot out of that. The writer of The Grifters is a great writer named Jim Thompson who wrote these...

GALLOWAY He wrote the original.

BENING Yeah, the original book.

GALLOWAY But Donald Westlake wrote the script.

BENING That's right. Donald Westlake wrote the script. So Jim Thompson wrote a series of books. They were, you know, the kind dime-store paperback novels, but they were great. And actually there've been a number of films made from his books including Coup de Torchon.

GALLOWAY Right.

BENING And I know Isabelle Huppert is coming.

GALLOWAY She's coming her, yes.

BENING So that's a great movie. That's one of my favorite movies of hers.

GALLOWAY She's extraordinary.

BENING She's great. And so that's a film based on one of Jim Thompson's books. And they're usually about… there's a crime, and who's the criminal? And it's usually the cop. There's a small town, and who did it? And it's the sheriff knocking off people or something. He's a great writer. So there's a lot in the book. Those books are great. He was a great writer. He also wrote a book about his own life which I read, Jim Thompson. Anyway he was fabulous.

GALLOWAY Do you read a lot?

BENING Yeah.

GALLOWAY What are you reading at the moment?

BENING There's a lot of great fiction right now. You guys don't have time to do that because you're in school. But I don't have to do that anymore, so The Underground Railroad is fantastic.

GALLOWAY Oh, yeah.

BENING The new Ian McEwan book is great, Nutshell, it's called. I've been reading a lot because I finished working over the summer. I'm reading a book called Avid Reader which is by Robert Gottlieb, who is the great editor.

GALLOWAY I must read that.

BENING Yeah, that one's great so there's a lot. I'm trying to think if I read any... oh, Commonwealth is a bestseller right now, it's great, by Ann Patchett.

GALLOWAY But alas you prefer fiction.

BENING Not always but no, in fact I can be very snobby about fiction, especially contemporary fiction. I can be kind of overly demanding, I think. But this is, I think, a good time. A lot of fiction comes out right now. So, I like reading the memoir. I love memoir, the biography, auto bio.

GALLOWAY Would you write your own?

BENING No, nuh-uh.

GALLOWAY Ever?

BENING No, because... I don't think so, and I certainly don't want to talk about my personal life. So I... you know, and it's not because I don't... and I love reading other people's. I read and that's true of interviews, too. I read in interviews and I'm always curious about what people are saying and thinking. But no, I would not write my own because my husband's also in the business and so, no. But...

GALLOWAY You met him, not that long after this you did Bugsy together.

BENING Right.

GALLOWAY And this is Warren Beatty. And I don't want to talk about your personal life, but professionally, how did he influence you and how have you influenced him?

BENING Let's see. Well, how did he influence me professionally? Hmm, well, when we did Bugsy that was... it's a really good movie. I really love that movie. I saw it, and it's been a while, but maybe five years ago but more recently than some of the other movies. I thought "Wow, that's a good movie." He produced it and starred in it. He did not direct it. Barry Levinson directed it.

GALLOWAY Right.

BENING Well, he's a very detail-oriented... he's very, very talented. Some people say talent is energy and that's a very interesting way of thinking about it. In other words, people with talent have a lot of energy. But they... he's an incredibly...

GALLOWAY Is that true? Do you have lots of energy?

BENING Well, I don't... I guess I do have a lot of energy, but that's not saying I...

GALLOWAY I know you're going to go there, you don't need to bother with it.

BENING No... it's a... yeah, you do need to have a lot of energy, I guess but that's true in any profession, it's not just to making movies. So...

GALLOWAY Intellectual energy.

BENING I think so. I think it helps. But you don't have to have that, I think, to go into this business, but I think it helps (Laughs.).

GALLOWAY But I know a lot of creative people who keep saying how lazy they are.

BENING Yeah.

GALLOWAY So, you'd have to define...

BENING No, that's true, that's fair and I could say that about myself at times. But once I get on something, once I have something that I'm working on, then I become very obsessive. In a good way. I mean,... is there a positive way to say obsessive?

GALLOWAY Yes.

BENING It's a good thing and if you're out there and you're working on something right now and you're crazed and you're up in the middle of the night, or you can't stop thinking about it, or you have to keep reading other things about the subject that you're working on or whatever. That's good and I think that's necessary creatively. And it's one of the things when people ask me because I'm a mom. People always ask us women about how we balance our lives. Rarely do they ever ask men this but we are asked this and it makes a lot of sense - balance, right? It sounds right. And of course you do have to balance because otherwise you'd go crazy. And you do have to find ways of doing things in a sensible manner, raising children and all those choices. But then there's a part of creativity which is irrational and which is obsessive and then that's also part of what we do. So, I don't think that's a bad thing. I think that's part of what makes someone good. And most of the people that I've worked with that I really respect, there is a point which you do become obsessed in a good way. And because it's a collaborative medium, you're not by yourself in a room tearing your hair out, you're in a room with a bunch of people. And we're all tearing our hairs out, or trying to get something right, or caring deeply about something. But that's fun.

GALLOWAY So, did you learn any of that from your husband?

BENING Well, I was already 30-something, 32 when I met him. So, I was sort of a grown up by then. But let's see, what have I learned... I think that... I think watching him... he just made a film. So, that's great. It's about to come out. He hasn't made a movie in over 20 years.

GALLOWAY I seen and you're in it, yes (Laughs.).

BENING Yeah (Laughs.). So, it was great. I was glad that he made a film because that way my kids could see him at work.

GALLOWAY This is Rules Don't Apply, by the way, in which he plays Howard Hughes.

BENING Yeah. So, it's great. He's very tenacious, and just when everyone else is not ready to entertain a question about something to do with the film, he's still ready to think again about it and readdress it, and make sure that it's right. I guess that would be one thing I would say from working with my husband from the time that we did Bugsy, and we did another movie after that, is that story points. This is a good thing to say to film students. If there's a story point that you don't feel right about, that there's a question you have - "Does it really make sense?" Or, "Is that plausible? Is it implausible? Is it set up?" Or whatever. Go at it. Don't let it go. If there's a question in your mind, you're probably right. You probably do need to work on it and think about it more.

GALLOWAY And what do you think he's learned from you?

BENING Oh, God, you have to ask him that. I try not to speak for him (Laughs.).

GALLOWAY (Laughs.)

BENING I don't know what he would say. I don't know. I'd be curious. I'll ask him.

GALLOWAY When you prepare a role, do you ask him advice or do you ask him to read it?

BENING No. Hmm. No. Because I went to college and then I went to conservatory, by the time I was working, I didn't really ask anybody. I would certainly ask the director, but no. I mean, if I have been given a script that I think is good but isn't right, that it needs work, he would be somebody I would say, "Could you read this and tell me what you think and how you would fix it?" Because it's very easy, as I'm sure you guys have already figured out, it's very easy to criticize something.

GALLOWAY Yeah.

BENING Or you read something and you know it's not there yet. There's a little section here that… this part's good but that is a little not, it doesn't quite work. That doesn't quite work. That's easy. To say, "OK, now, this is what I think will fix it." That's harder. And most people can tell you what's wrong with something. Very few people can say what they would do to fix it. And he will always... actually, he'll do that, and he used to do it with my kids too, if he would give them a script to read. I know I've had this conversation with him. He'd give me something to read and I'd say, "Well, this part doesn't work." He'd say, "Well, what do you suggest?" That's a good question. So, he's very good at that. He's very good at story points and I remember when we were working on Bugsy once, he stopped. We were supposed to be shooting and he's like "No, we can't shoot. We have to figure this out, there's a problem right here in the screenplay." And they'd already worked on it for a long time. So, there's never a point in which you don't quit asking the questions. Even when you think you've done it, then you're on the set and something comes into your mind. That morning, "Oh, my God, we're shooting the scene in 15 minutes, what about that, we didn't think about that. Now that we've shot that scene yesterday, there's a problem here. What are we going to do?" That is a good thing. Address it because if you don't, you'll see the movie and you'll think, "Yeah, that was a problem. Look, you can see it in the movie."

GALLOWAY When you came to American Beauty, wonderful film and one of your best films.

ANNETE: Thank you.

GALLOWAY But that's the script that changed quite a bit and it changed in the editing, and I wonder if you... I wanted to show a clip and then we'll talk about it but I wonder if you saw some of those things in the original writing. You've all seen American Beauty ,I hope. For our prospective new student here, wherever he is, if you haven't seen it, you must see it. But...

BENING I'm not really like that person, just so you know. I'm a nice person. (Laughs.)

GALLOWAY So, let's watch a clip from... this is the scene, the big dinner scene where Kevin Spacey has just walked out on his job and his somewhat neurotic wife... I hate to describe your character like this...

BENING How dare you?

GALLOWAY ... has reached a point of frenzy with him.

BENING I think Caroline's perfectly normal.

GALLOWAY And there's three beautiful performances here so let's watch this dinner scene from American Beauty, written by Alan Ball directed by Sam Mendes.

[CLIP] [APPLAUSE]

GALLOWAY You'd met Sam Mendes. He had never made a film, he'd done plays and he was very passionate for you to play the part. Dreamworks had some hesitation. What do you do in a situation like that? Do you phone somebody? Do you just...

BENING When you say Dreamworks...

GALLOWAY I thought Dreamworks was hesitant about all the casting.

BENING I never heard that. They asked me to do it. I think Sam hadn't done a movie, which was interesting. He was sort of boy wonder in the London Theater. He was known in London for being this incredible director, but he'd never done a movie. So, yeah, lucky for me, he wanted me to do it and he also wanted Kevin to do it. And we were both doing plays and I hadn't done a play in a long time at that point, but I had committed to this play and I couldn't change it. It was at a local theater here in LA. So, I remember he had to adjust the timing a little bit of the shooting to accommodate and Kevin was doing The Iceman Cometh on Broadway. So, he had to accommodate us.

GALLOWAY And you had two weeks of rehearsals.

BENING I don't think it was quite two weeks but it was certainly... I think it was about a week. I don't think it was two weeks but it was a considerable amount of time. Certainly the most I've ever rehearsed a film, which was great.

GALLOWAY How did your conceptions of the role change from that and from your conversations with Sam?

BENING That's a good question. I don't know that I... I remember improvising when we were in rehearsal and, (Laughs.), because I can remember Kevin's expression when I was going on in some improvisation - he's like, "You're insane." Sam created this great atmosphere. He treated it... it was much more like doing a play in terms of involving all the actors and we didn't necessarily sit and read the scenes, although we did. But we did other things. We talked about background and we talked about values and things that mattered, and that only good directors kind of know how to do. And some great movie directors don't like to rehearse that at all. So, that is also the case but Sam coming from the theater, he was accustomed to that. And just from my experience, made him more enjoyable, doesn't necessarily make a movie better. But it was certainly enjoyable and valuable to be able to really get to know each other and to share stories and to talk about our own lives and to get a sense of the character. I don't know... how did I do that? I don't remember (Laughs.). Oh, wait, I think it became an intuitive kind of... it's always that way. It's a sort of bits and pieces from everywhere. There are things that I got rumbling around in my head. There are people I've met or people that I know that I might be thinking of in terms of part of somebody. Then there's also the costume which makes a big difference. Shoes make a big difference and all of those things together.

GALLOWAY With this scene, did you discuss the tone? Because it's very funny. But shot quite theatrically, you know, we're watching it from almost a proscenium arch in that long shot. Did he say you can go broader on this?

BENING He didn't say broader but I did improvise. And I don't think I improvised very much in the movie but this is one scene where when he was doing the single on me, he was letting me improvise.

GALLOWAY Wow.

BENING Yeah, so that's some of that where I'm doing the thing where I'm talking to myself. I was doing it...

GALLOWAY Oh, wow.

BENING Yeah, so that came from somewhere deep in my psyche, I don't know. And maybe we shouldn't explore that.

GALLOWAY Right. When the film was edited, this film started off with sort of bookends.

BENING Yes.

GALLOWAY And if I remember, in those bookends, the daughter and her boyfriend are found guilty of murdering Kevin Spacey, right? And then in the editing that was changed and actually the whole meaning of the film changed and Alan Ball wasn't happy about it. By the way, I know that because he told me.

BENING That's interesting.

GALLOWAY For 24 hours and then he said yes. The film had a much more redemptive quality and I wonder if that affected your thinking about the film.

BENING No. The screenplay was recognized as being a very good screenplay. So, that isn't always the case even with movies that turn out to be good movies. The screenplay isn't always there. But the screenplay was a very good screenplay and it did have those bookends, but when Sam showed it to me, and my husband was there and it was a small screening room sort of like this, maybe smaller than this but there were a few people there. And I never saw the other version. I never saw the one with the bookends. At that point, he had shown it to... I think what happened was... now I'm forgetting. I think maybe he tried to show the producers that he had an idea. He said, "I've got an idea, let me try this" and he did it and everybody said, "Wow." But I didn't know kind of what the movie was going to be like. I saw it early but he showed it to me and I was knocked out. I said, "oh my God, it works. That's it." You know, when you read a screenplay and you're really affected by it. Very often the film maybe doesn't get there, but there are these little moments in the movie like with the trash bag, going around. I remember when I read that in the screenplay I thought, "How is he going to do that?" I mean in my gut I knew what it meant and I could picture it when I read the screenplay, and I was kind of touched by it but to do that... to go from that to actually figuring out how to make it work. Sam's a great director. So, when I saw it and I saw even that moment, I still remember the moment with the trash bag going like that and there's a voiceover and I thought, "Oh my God." So, I was really... I was stunned, I was thrilled, I was moved. I was really moved.

GALLOWAY Oh, it's such a good film.

BENING Yeah and it's very much Sam.

GALLOWAY It holds up so beautifully and because the characters are so rich and interesting and you could've done that film as a very dark film, but there's humor in it that changes everything. I want to come to another performance of yours that I really love in The Kids Are All Right because it's a very different character. This is a gay woman who's married and with kids and early on in the film, for those of you who haven't seen it, the kids decide to track down the sperm donor who enters the family's life and then becomes involved with your partner played by Julianne Moore. And as I mentioned, this is a very long clip because I just want you to see the transition and the acting here and I couldn't find how to cut it down. I really love this. And by the way, when I saw it I liked it, when I watched it again last week, I was like, "Oh my God, this is wonderful," you know (Laughs.).

BENING Thank you.

GALLOWAY So, let's watch a clip from The Kids Are All Right. Here we go.

[CLIP] [APPLAUSE]

GALLOWAY Before I get students who have questions we should get you out up the mic because I'm going to turn to you in a few minutes. That is beautiful acting and so when you watch something several times as I do with these clips because you see more in it, you see the complexity and the subtlety and the realism. What's interesting here is... you know acting can be made... well, not made but it can be ruined in the editing. And the editing is so well done and the sound that comes in and out that it adds to those emotions. How much did you discuss that with Lisa Cholodenko when you made the film? How much conversation went into that scene for instance?

BENING I think that one of the things that makes - if this is an effective moment - one of the reasons is because in relation to the rest of the film, Lisa, in my view, she's incredibly selfless as a director. She's never calling attention to herself with the way that she uses the camera. Sometimes you watch a movie and you think, "That's a fancy camera move," and in some ways, that can be fun and then other times it's kind of not about the story. It's more about doing something fancy with the camera. So, she was in my... in what I witnessed when I watched her working was that she would watch a scene, she would watch us and then she would put the camera where she thought it should go. So, in this scene, it's the only time in the film that she does something, whatever you want to call that, that's a little more real close up and then it kind of moves around. That's right, she moved the camera. So, she moves the camera around and it's very, very close. And she changes the sound. That's the only time she did it in the film. So, I think that's part of why the moment is effective, if it is for people, is because you haven't seen... if you push in every time there's a big moment, then the tenth time you push in, you're not going to get the same effect. Or if you have too many close ups, then when you have a big moment and you want a close-up in order to make a point, it doesn't mean anything because you've already been doing close-ups. It's like writing in all capitals. Then after a while that doesn't mean anything. So, just because you can do something with a camera doesn't mean you should. And she's very economical. I think that's part of why... and I think I've discussed this with her, I had the impression that she had thought about that in advance but I'm not sure that she had, I don't know. Or if she decided when we were doing it that she would shoot it that way.

GALLOWAY What was the hardest thing about playing that part for you?

BENING I loved playing that part. I loved playing Nic. The hardest thing... I don't know. I mean I love all the characters. You end up loving every character that you play but a lot of the people I've played, I should just say for myself, I played, I wouldn't necessarily want to continue playing them. I've done them. It's like going on a trip. You go, you're amazed, you're glad you're there but you're glad to get home. And that's how I feel most of the time. Like okay, I'm glad, I want to go back to... but I really love that woman. I loved playing her. She's certainly a tiger and she defends her family and finds out her partner's having an affair. So, you see her go through a lot. She's... I love her. I love her.

GALLOWAY Do you want the audience to empathize with your characters?

BENING Yes, absolutely. That's the job. That's my job is to get them in and the great thing about... why I love acting is that it's totally subjective and I like that. I like that.

GALLOWAY You know, we mentioned Isabelle Huppert who's going to be here, you must come for her in a couple of weeks because she is maybe the greatest French actress who's alive but she never, she almost challenges you to dislike the character time and again. She will not soften anything.

BENING Have you seen this newest film?

GALLOWAY Well, there are two, there's Things to Come and Elle. Have you seen Elle?

BENING No, I want to.

GALLOWAY Elle is very good.

BENING Is it? I want to, I've read about it because it's controversial. I want to see it.

GALLOWAY Yes. It's very controversial. I'm going to see the other one. But I like that you don't always say, "You have to like me." I don't think we do like your character in American Beauty certainly, but she feels... I recognize someone I know when I see that. Do you discuss those things with a director? Am I going too far, am I not going far enough just on that level?

BENING Not generally in terms of likeability, it kind of... I guess it sort of also depends on the screenplay and the role in it. Certainly it's the complexity of people that are interesting and their flaws. So, even though Nic is not a "bad guy", for instance in The Kids Are All Right, she has flaws and she doesn't always do the right thing, she doesn't always say the right thing. And that is interesting to me, to find and to try to tease out, if it's not already there, but to try to tease out those kinds of complexities so that people are flawed and real. So that people will relate to them, because it's one of the things that I love when I go to a film or when I'm reading one of these books or whatever, is to be told a secret I thought only I knew and then someone says, "Oh my gosh, you know, too." And film can take us into private moments in a way that the theater, I think, kind of can't, and that's one of the reasons I like doing films. And the way a book can is that these little secrets and the private things that go on in our minds that maybe we haven't shared with anyone, and then someone writes it or shows it to you in a film, you think, "Oh, that's me. Oh my God, that's me, I have that secret." So, those things I know I enjoy when I go to see that.

GALLOWAY You have a new film coming up, 20th Century Women, and I'm going to show a clip just at the end of this conversation because we're running a bit behind, where you play a sort of bohemian mother, bringing up a complicated family. The movie's set in what year?

BENING '79.

GALLOWAY '79. What drew you to that and how did you recreate period in it?

BENING I loved the screenplay. I thought it was great and Mike Mills had done a picture that I'd seen called Beginners.

GALLOWAY I love that, yeah.

BENING Great movie with Christopher Plummer. That's also from his life as I'm sure you know. So, Mike Mills directed and wrote this picture that he's talking about that I did called 20th Century Women, but his previous movie is called Beginners, that's another one. You have to see that. It's about his dad coming out of the closet. So, his parents were married forever and then his mom passed away and then at 70 something, his dad said guess what, I'm gay. And this happened to Mike, and that's what the movie's about. It's just beautiful film.

GALLOWAY And is this one based on his real mother?

BENING This, yeah. His mother was sort of the point of departure for the character. She's not exactly the woman but she's certainly... that is, yeah. That was what he was writing about.

GALLOWAY How much did you talk to him about his real mother?

BENING Endlessly.

GALLOWAY Oh, really?

BENING Oh, we talked about it a lot. We're still talking about it. No, we're still talking about it. Yeah, the things that are interesting you never can stop... there's no end point, you just keep thinking and musing about it. Of course the movie's now done except that now people are seeing the movie. So, now the movie becomes what it is by people's reaction to it, which is really a great moment when you see... because you don't know until people see it and what they think, what they're moved by. The thing that gets them, the thing that makes them laugh, the thing that touches them, or the line that pops out and people remember. That is really getting me on this movie because... I'm not going to say what it is because there's like a moment there when I read the screenplay I thought, [GASPS], that's so beautiful, Mike, how did you think of that? And we talked about it and then I... so I showed the movie to my husband. I'd seen it once and so we were watching it together. It was just us in a screening room, he was sitting next to me and so that moment in the movie comes and that line is said, (Laughs.), and I was sort of wondering what my husband's reaction would be and he was like this [GASPS]. I heard him next to me and I was like "Yes." It was like such a satisfying moment because I hadn't said anything, right? That was so satisfying that he really got him, because it got me.

GALLOWAY What did Mike say about his mother that surprised you?

BENING Oh my God, he said so much about his mother I can't even... Where do I start? The thing that was the most interesting was that she was a series of contradictions like we all are. But it's funny when we draw characters or write them or in my case, try to inhabit them, we tend to make sense of people which of course we have to do to a degree, but there's also this part of each of us which makes no sense and which is totally...

(Laughter.)

GALLOWAY I like the knowing recognition. Everyone laughs, "yeah, I know that."

BENING Everyone, yeah. There's a few out there.

GALLOWAY Yes (Laughs.).

BENING A few people with contradictions here, I take it. Right. So, we all have that in us but we don't usually see it because it's too complicated. Things either become unclear in a story or they're just ambiguous with no real point. So defined gray area with clarity that also works in the narrative, that's tricky. And also, of course, I knew that we had, to a degree, you had to be on board with this one, you had to love her to a degree because she's, in many ways, driving the movie. So, you can't think, "Oh - but yet, she's prickly." So, I tried to find that balance, but that was tricky and I didn't know if I had or not. All you do is you go moment to moment and then you give it to Mike and say "Well, okay, now you have to put it together and I hope it works."

GALLOWAY Last question before we turn to the student questions. You're playing a mother not that far removed from when your own mother was a mother.

BENING Yes.

GALLOWAY Did you draw on her, your own mother, for this character?

BENING Not so much for this one. I have for other ones but not so much for Dorothea. My mom isn't really like Dorothea. But they are the same generation. No, not on this one.

GALLOWAY Good. Student questions.

QUESTION Hi, I'm a first year MFA Writing and Producing for Television.

BENING Wow, nice to meet you.

QUESTION Thank you and my question is out of all of your films, which do you think has made the biggest impact on cinema and on you yourself and which would you want to be your legacy?

BENING What an excellent question, oh my god. What's made the biggest impact?
I don't know the answer to that which one has made the biggest impact and I don't know which is my favorite and it's a horrible thing to say but it's the truth. I don't know because it's sort of... I have four children, right? It's like being asked which of your children is your favorite child. Even if you had one, you wouldn't admit it to yourself. So, and each of the movies represent a different time in my life and when I look at things, that's often what I'm thinking about, it's not the movie, it's like oh, yeah, I remember that time, this was what I was going through or this is what my love life was like or this is what my children were going through or whatever it was, things like that flash in my mind. So, they have nothing to do with what anybody else is thinking. Certainly when I did Bugsy, I met my husband. So, that's... we've been together 26 years, something like that. So, we've been married almost 25 years. So, that, to me, is a pretty big moment because we sharing our lives together. So, that's pretty...

GALLOWAY Next question please.

BENING Sorry, I don't know if that was a very good answer. (Laughter.) You're an MFA student. See, I didn't...

GALLOWAY And you know what happens, it's afterwards the guests go home and think and think and think I should've said...

BENING Yes, that does happen to me.

GALLOWAY Is there one film that you would... that's not yours that you would want, if you could preserve one film on a desert island somewhere, which part would it be?

BENING Oh, my gosh.

GALLOWAY That really influenced you.

BENING Can I think about it?

GALLOWAY You can think about that one, too.

BENING One of my movies?

GALLOWAY No, another one.

BENING Oh, another movie. Maybe 8 1/2.

QUESTION Hi, I am a second year MFA student in writing and producing for Television. You play a lot of very complex roles in all of the movies that you have been in. Can you take us through the step by step process of how you've prepared for these roles?

BENING Sure, the first moment is really crucial which is the first time you read it. It's the only time you get to be the audience. It's the only time you don't know what's going to happen and that is so important because that's... of course then what you're trying to recreate as you work out the narrative and also of course as you know, you never shoot in order. So, when you eventually shoot the film, this is first and then that is there and then this is shot here, it's all shot out of order. So, you have to have some sense of the whole. So, the first thing is just what is my gut level response? Not intellectual. That's the most important in a way and then I go back. I mean, when I first started I had so much more time (Laughs.). Because I didn't have children and so I would spend much more time on things. Now I work on what I need to work on. If I know I have a strong intuitive response, that's the most important thing. And that's of course what you learn in acting school. They always say trust your instincts, trust your instincts. But then you have to learn how to do all the other stuff as well. So, it depends on the project. Okay, so I just did a film that hasn't come out that is about Gloria Grahame actually who was the actress I just mentioned a little while ago. So, Gloria was this film noir actress I'm thinking...

GALLOWAY Was that Film Stars Die in Liverpool?

BENING It's called Film Stars Don't Die in Liverpool.

GALLOWAY I'm dying to see that.

BENING Yeah, OK, so I'll use that one as an example because it's fresh in my mind. So, I knew about Gloria because Stephen Frears, when I did The Grifters said "Hey, go look at Gloria Grahame." So, I knew about Gloria. In this case of course, it's great because there's all these films to watch. So, I watched all of her films. There isn't a lot written about Gloria. For those of you who don't know who she was, don't feel bad. Many people don't know who she was. She was in many B movies and film noir and she had an infamous private life because she was married a number of times, including she was married to a very famous director named Nicholas Ray who made some great films and they made a great film together with Humphrey Bogart. That's, I think, my favorite of her movies. So, I learned a lot about her private life, everything I could find...

GALLOWAY But then had an affair with his son.

BENING She did. So, what happened was... I'll explain it. OK, it's confusing. (Laughter.)

GALLOWAY Are you censoring yourself for a young audience?

BENING So, Gloria married... she'd been married before. She divorced the first guy, no children. Then she married Nick Ray. Nick Ray had been married before. So, he had two stepchildren that were like young teenage guys that those were like her stepchildren. Then she and Nick had a child together, a son. Then they divorced. Then she married Cy Howard and she had a daughter with Cy Howard. They divorced. Then she had a relationship with one of her stepsons. Right? So then she's like in her 30's and he's now 20 something. This kid that was her stepson, he's now 21 and they fall in love and they get married and they have children.

GALLOWAY Wow.

BENING She was something else, right? (Laughter.) OK, and then, yeah, then she married him. Okay, so this is what I was doing. I was investigating all of this and many people, there are people around who knew her, talked to them and anything that you bring up, you need to create a story about and sometimes you need to think about what's happened 10 years ago and then sometimes when you're working on a scene, you need to think about what happened five minutes ago, or what happened right before I walked in the room. And if there's something that you can imagine that helps you that happened right before you walked in the room, then it's good to add that in and to suggest to yourself that this is what's happened. Does that help?

QUESTION Yes, thank you.

GALLOWAY Next question. Funny you should say that, because I had read that when you're working with Sam on American Beauty, it was one of the things he did with all of you in each scene - where were you before this scene begins, where are you afterwards.

BENING I don't remember that. Maybe he did. But I don't have a very good memory.

GALLOWAY Or I'm reading completely wrong things everywhere.

BENING No, that sounds really good but I don't remember a director ever saying that to me, but that's kind of one of the things they teach you in acting school.

QUESTION I graduated as a Theater major a long time ago, but this is my question. If you were the head of a major movie studio, what kind of films would you greenlight and why and would these films include issues of inclusion and diversity?

BENING Well, I would go out and buy The Underground Railroad. That's this new... which I'm sure it's been sold. I'm sure it'll be made into a film. I would hope that I would be someone who would be courageous enough to make films that reflect everybody in the culture. We do have a problem with that. That's now really becoming voiced and maybe that's one of the - OK, I'm just going to get political for a second and then I'll stop - but maybe that's one of the virtues of this election. Maybe that's not that political because I won't say too much, but maybe that's one of the virtues of this rather startling election that we're going through is all of this racism and xenophobia and sexism and whatever else you want to say is being exposed, maybe that's a blessing. I'm trying to look at the positive side of what's been happening in our country, which is frightening. I was in England when Brexit passed. People were shocked in London that many people in the country had voted to leave the EU. But the same thing happened there. There was a lot of anti-immigrant sentiment that was being inflamed by the people that wanted to leave the EU. And so people that voted against staying in the EU often weren't even affected by immigrant populations just like in this country. So, we have the same problems that other places have. So, in terms of what we do in show business, I mean I think that we have to be the ones to do it, right? I mean you can't ask the guy with the checkbook to always be the person. So, we have to try. And believe me, it's not just young people who are struggling with this, trying to get things of substance made because of the proliferation of technology that it's just harder and harder to get things that really matter made. But they are being done and you just have to fight the good fight and try to... if you have something that you have written, you have to do your best to try to get it made in whatever way you can.

QUESTION I'm screenwriting and psychology major, and my question for you is when you were in the American President, how much leeway did you have when it came to the dialogue and improvising since Aaron Sorkin has a very structured style of writing and were there moments, like during the romantic scenes, where you felt like going off script?

BENING That's a great question. I don't think we improvised a word. I don't remember that at all. No, I think we did exactly what was written and I think that was his first big movie and he hadn't even done West Wing yet which was a TV show that he did that was very, very popular for those of you that haven't heard of that, but I guess it's kind of around the West Wing.

GALLOWAY Aaron's been a guest here.

BENING And I know he teaches. I see his ad for his screenwriting thing all the time. So, I think that he's one of those writers. I mean, there are some great writers and sometimes... you know, the other thing about improvising on film is that it's expensive, right? You only have so much time to shoot and you barely have time to shoot what's written, let alone saying to the actors "Hey, go crazy, say what you want to say." But that does happen. I have been asked to do that and I love it, I love improvising. It's just my favorite. I got to do some of it. I have done quite a bit recently in the movies that I've done. So, in that, zero. I think every moment was scripted and I wouldn't be nearly as articulate as that woman. That woman's more articulate than I am and certainly more verbose. She, I mean, Aaron is famous for his people sort of going on tirades, right, and you go on a tear and somebody has an opinion about something and they talk and talk and talk. So, he's good at that, he's really good at that. He still does that in all of his writing. There's always somebody pontificating like I am now in his movies. So, no, he wrote every word, I think.

GALLOWAY Thank you. Well, on behalf of everybody here, Annette, thank you so much for being here.

BENING I hope it was helpful.

GALLOWAY Thank you.