Michelle Pfeiffer is an example of how a world-class beauty can maintain a decades-long film career by making the right choices, her latest being I Am Sam. But these days she's less concerned with getting ahead than she is about getting inside her own head. Here she gives us a peek of what it's like to be her.

into the mind of michelle
By Stephen Rebello

Michelle Pfeiffer is easily one of the most ravishingly beautiful women in the history of Hollywood. The mere architecture of her face-those high cheekbones, plump lips and large green eyes-could have been enough to make her famous. But the reason her career has thrived for over two decades is because this girl can really act. After Grease 2, Scarface (her turn as a coke-addled golden girl mantrap is unforgettable), Ladyhawke and The Witches of Eastwick, Pfeiffer could have coasted on her surf-girl-meets-blonde-Venus allure straight through to her twilight years, but she instead shoved at the boundaries of her acting gifts, persistently ferreting out roles that required her to mine the archaeology of the soul. Playing a Chiclet-chewing, frosted-lipped gangster's widow in 1988's Married to the Mob revealed a certain fearlessness. Nailing the role of the virtuous 18th-century beauty who gets emotionally raked over the coals by John Malkovich in Dangerous Liaisons won the actress her first Oscar nomination. But it was her sultry performance as a lounge singer in The Fabulous Baker Boys (for which she received her second Oscar nomination) that turned her into a movie star and allowed her to pick the projects she desired. She next cracked a whip as a ferocious feline in Batman Returns, went for gold again in Love Field (which won her a third Oscar nomination), teamed up with Martin Scorsese for The Age of Innocence, entered a gangsta's paradise in Dangerous Minds and shared One Fine Day with George Clooney.

By that time, Pfeiffer's personal life had also taken a change for the better. After adopting her daughter Claudia Rose and meeting, marrying and getting pregnant with TV producer David E. Kelley ("Ally McBeal," "The Practice," "Boston Public") -all within the span of one year- she suddenly had a family to look after, which caused her to reduce the number of films she was making. Still, she managed to star in one of 2000's biggest hits, the well-crafted Robert Zemeckis thriller What Lies Beneath, and costar with Sean Penn as a type-A, Armani-wearing L.A. lawyer in the drama I Am Sam. At 43, she's still much in demand, is highly respected and can call one of the shrewdest career dossiers in Hollywood her own. The only thing she doesn't yet have is an Oscar, but with three nominations already behind her, it's hard to believe there isn't a win in her future somewhere. Perhaps her next, White Oleander, in which she plays an imprisoned mother whose daughter is forced into a gut-wrenching foster-care system, could be her ticket.

I'm set to meet Michelle at the place of her choice, Peppone, an Old World-style Italian haunt. We arrive synchronously and quickly duck under the canopy of the restaurant because it's raining. I go to pull open the big wooden door, but it won't budge. She looks perplexed. Another yank. Nada. "Maybe it's swollen from the rain?" she offers. "No, it's dead-bolted, see?" I tell her. She looks bewildered, even a tad embarrassed. "I'm sure my assistant made reservations," she says. We then both notice the restaurant's big brass plaque that says the establishment doesn't open until dinner. She looks flustered. "But this place is fantastic," she wails. And then, the skies open and we're caught in a torrent. This can't be happening. First, I'm wearing my really good shoes and Pfeiffer's wearing really good everything. I'm thinking how interesting this could get. No one has ever accused Pfeiffer of flexing her movie-star muscles, but neither has anyone called her a lightweight in the emotions department, either. Exactly how will someone as legendarily enigmatic as she handle such a mix-up?

She speed-dials her assistant, learns that no reservation was made and shoves her phone in her purse. Suddenly, she laughs it off, shrugs and says, "OK, now where would you like to go?" We choose another Italian restaurant down the street and after the manager ushers us into a private dining space she says, "Now we're happy. Aren't we happy?"

Q: I Am Sam is very much an acting showcase for Sean Penn. What made you want to be involved?
A: I loved the writing and thought the story was so unusual. I saw the character Rita as challenging. I didn't know what to do with her at first, I was scared. I tried to personalize her where I could, and in doing so found ways that I can be ultracontrolling. It's not a huge reach for me [Laughs]. You know, feeling that sort of pressure to be perfect. Then there were the feelings of failure-we've all had days when you just feel like a total failure.

Q: How was it working with Sean Penn?
A: I'd met Sean at different times but didn't know what to expect. I don't know half of what's been written about him, but I do know that sometimes when people area as gifted as he is, they can work totally alone, which is OK, but it's not necessarily that exciting to act with. I prepared by telling myself, "OK, I'm going to work with a genius and whatever's going to happen will happen. I'm just going to take care of myself." but then I found him accessible, funny, really smart and incredibly generous as an actor.

Q: Did he insist on staying in character between shots, as he has been known to do?
A: No, he was a total goofball and practical joker.

Q: Were you surprised at being slighted by virtually all of the big acting awards?
A: I can understand why I was not included. I think there were just a lot of great performances by women this year and there are only so many nominations they can give out. [Yawns].

Q: Tired?
A: I was up until late and then I couldn't sleep all night. I have bouts of sleeplessness, it comes and goes. I used to have bouts of insomnia when I was younger. I don't know why I have it now. Maybe because I'm so exhausted from the kids. If I'm worried about something or over scheduled, the mind never stops.

Q: Do you take anything for it?
A: No. Last night, I just put the TV on and there was this commercial for Coca-Cola that looked like an old-fashioned animated fairy tale. It was so simple, hopeful, sweet and innocent. I sat there wide awake, saying to myself, "Oh, that's what I long for."

Q: What else did you do while you were awake?
A: I was lying in bed kind of like, "Well, should I get up?" And I just laid there for a while thinking, "You know what one of the great things about getting older is? If you want to get up, you can just do that." [Laughs] Another thing I was thinking about while not sleeping was that, as I've gotten older, I've probably accepted more about myself. For instance, during Thanksgiving, I found myself thinking, "I don't like turkey." The difference is, I now realize, I don't have to make turkey and I don't have to eat it. That's part of growing up. It's liberating for me.

Q: Those sound like the ruminations of someone who might have had a strict upbringing.
A: I got into a lot of trouble. Often. I don't want to say why. When I was very little, I remember stealing a stupid toy at a store and getting caught right there. The manager scolded me heavily, told me to get out and never come back. I thought, "Whew, what a relief." Then when we got home, my sister proceeded to tell my mother. She ratted on me big time. [Laughs] That's what little sisters do.

Q: Since you've mentioned you watch TV when you can't sleep, what are some of your favorite shows?
A: "The Practice," "Boston Public," "Ally McBeal" [Laughs].

Q: Because you're pointedly plugging your husband's shows, you've just opened the door for me to ask some questions about him. How well would you say he balances the demands of being a father, a husband and a prolific producer?
A: He works hard but we see him just as much as we did in the beginning. He gets better all the time at delegating, he really manages his time well. He doesn't write a lot at home. I don't know how he does it.

Q: Can you remember something physical that really attracted you to him?
A: His scars. He's messed up a little, otherwise he'd be way too cute. I don't go for that "cute" thing, usually. It's not really been my pattern. When I met David, I thought, "He's got really good scars from hockey." He's also got the greatest mind. I just never get bored with him. He always surprises me. Just when I think I know everything about him, I learn more.

Q: How has motherhood changed you personally?
A: It's changed me in every way. All of a sudden, you begin to see the world through their eyes and it never stops. It colors my day-to-day life, how I schedule everything around them. I can't imagine my world without them. Not everybody wants to have children. Not everybody should have children. For me, it was a huge missing link in my life and I saw it coming for about five or six years. I always knew I would adopt at some point.

Q: About 10 years ago Cher was quoted as saying, "I told her this once, and I believe it: 'If you came up to me one day and said, "Cher, this is my son, he's six-I just didn't think I could trust you until now," I wouldn't be surprised." '
A: Well, that almost turned out to be true. I had Claudie for a month before anybody knew. My parents didn't know, so Cher shouldn't feel quite so bad. Here's the thing about my family-we fued. Then, we get along. We're emotional. We should be Italian. At the time I adopted Claudie, we were feuding. My parents were amazing when they found out. Claudie really brought everybody back together.

Q: Has motherhood changed the way you think about your career?
A: I have to say that it colors the projects that I do because I personally want to tuck my kids in bed. When I'm considering a role, I definitely take into account, "Is it going to take me away from them?" If it is, I think about what's going on in their lives. Are they just starting a new school year? Not a great time. If it's shooting on location in summer, though, it might be an interesting place for them to come. They love to travel. Ultimately, I don't know how much energy I'll have down the line by my guess is, when my children leave the nest, I'm going to be working a whole lot because I think I'm going to have a big void to fill.

Q: Have you shied away from doing sexy movies because you're now a mom?
A: Even though it hasn't changed my taste in movies much, I do think about if they're going to get teased in school about it. Would it be embarrassing for them? Are they going to pay for my having done this scene? When my father was alive, I didn't do certain things in movies so I could avoid his wrath. Now that he's dead, it's the children. There's always someone to answer to.

Q: Have you shown your children any of your movies?
A: [Laughs] I tried once. I'd realized that a lot of their friends at school had seen me in movies while they themselves hadn't seen anything I'd done. I was scrambling to think of any movie that was in any way appropriate, so I showed them Grease 2. They were so bored that within 15 minutes, they were busy doing something else. At least they have good taste, right?

Q: Given how famous and wealthy you and your husband are, ever fret that your kids won't have any sense of the real world?
A: I sometimes go too far in the other direction. I don't usually tell stories about my kids because it's not fair to them, but about two years ago, my daughter's teacher couldn't wait to tell me about a discussion going on in the classroom. The word "limousine" came up and the teacher said to the class, "Who here doesn't know what the word limousine means?" The only child who raised a hand was my daughter and I thought, "I'm doing it. It's working." I'm trying to instill values, more traditional values, in them. At the same time, you're always trying not to repeat the mistakes perhaps your parents made. I'm trying to give them a little breathing room.

Q: What personal qualities do you hope your kids won't inherit from you?
A: As an adult, though not as a younger person, I've always been very careful. I've never considered myself to be terribly adventurous. I hope they don't inherit that quality. I'm somewhat more adventurous now but only a little [Rifling through her purse] Want to see some pictures?

Q: Sure.
A: [She produces a series of snapshots of two beautiful kids] They're so divine. Isn't Claudie incredible looking? She's an old soul. Way old. This is totally his [son John Henry's] spirit, too. Without a doubt, it's his first time on the planet. Before I had children, Ellen Barkin said to me about her son, "He's getting to an age now where I can see all the hard work I put in." And you do begin to see it in their choices. They're such incredible people.

Q: They're absolutely camera-ready.
A: They're not showing any desire to do anything in show business, which I'm grateful for. At the same time, I don't see what my thing is here. I mean, this business has been so good to me, I think, "What are you so worried about? This business has only made my life better, given me opportunities that I never would have had otherwise." But, see, I feel that as lucky as I've been, other people have really stumbled. When you're younger, it is hard to find your way and stay centered in Hollywood. I know my kids are not going to act as children. That's out of the question. When they're of age, there's not much I can do about it.

Q: Getting back to your career, it's been rumored that you've been offered some of the best films around, and the list is staggering-The Silence of the Lambs, Basic Instinct, Sleepless in Seattle, Evita, L.A. Confidential, Catwoman, which Ashley Judd is set to do. Why so many turndowns?
A: I will say that I really wanted to do Evita with Oliver Stone. To me, that was a really exciting project, especially after how visually exciting The Doors was. When they came to me, I was hugely pregnant and said, "I'd love to do this but I don't know that I really have the chops." I was unwilling to commit until I went through a lot of voice training for a long time. I did demos, too. Ultimately, when I found out the shooting schedule and that it would be in England, I realized it would mean breaking up the family unit. I would obviously have a newborn and didn't want to take the kids from their father for such a long time. It's only OK to do that in short little sprints. I actually liked the version that Madonna did, which was different from what Oliver had in mind, and I thought she did a great job.

Q: I have this pet theory about heaven. It is, among other things, a place where you get to see and experience great events you were too young to witness, like being at a Sinatra or Piaf concert when they were at their absolute peaks. It's also a place where one might get to see things like Michelle Pfeiffer as Evita.
A: [Laughs] That's really interesting. I don't know what my idea of heaven is. I'm not sure there is one. But if there is, I'd really like to see my dad. My dad was sick for a long time so at least I did have a chance to say a lot of things to him. It's one thing when they've been frail, but it's especially hard when they're so full of life and then get taken ill. My father had never been sick. He was strong, farm stock. He had cancer. What a terrible disease.

Q: You share spots on Most Beautiful lists with actresses sometimes 20 years your junior. Have you not yet felt any age discrimination in Hollywood?
A: I know it's coming, but I haven't felt it because I'm not quite there yet. People like Susan Sarandon and Meryl Streep have paved the way and our window of opportunity expands incrementally year by year. Obviously, the kinds of roles have only gotten more interesting. I want to grow up to be Judi Dench or Ellen Burstyn. The older we get, the less we work, but look at the work just those two women are doing. It gets deeper.

Q: But you must have had some sort of discontent brewing because, a few years ago, there were rumblings that you might quit the business.
A: I never stopped loving acting, but that was so overshadowed by being overwhelmed by everything else that I had to do. A couple of years ago, I ended my production company and it was like a huge weight lifted. Even though I loved the process of producing, I didn't love the responsibility of having a company. I felt like I never had any real downtime. Now, I'm just the actor and I don't worry about anything else on a movie. I now am having more fun than ever-in fact, I have a renewed passion for making movies.

Q: You've had chemistry with some of the biggest actors in Hollywood. Is there a secret to getting that?
A: The chemistry is written into the script, as it is most times. Other times, it isn't and it's like, "Ooops." If you like each other as people and trust each other as performers, you have chemistry. If you don't like each other, you have to act your ass off. That's where you earn your money.

Q: Did you earn your money when you costarred with Harrison Ford on What Lies Beneath?
A: Yes [she says loudly, then laughs]. Do you think Harrison and I had chemistry?

Q: I think you probably acted your ass off.
A: Some people said we did [have chemistry]. Do you know him? Have you ever interviewed him?

Q: I don't know him.
A: I adore, adore Bob Zemeckis, who directed What Lies Beneath. I would do the Yellow Pages with him. He is technically, from the film making standpoint, a master. If he wants a shot and can't get it, he'll create a camera to get it. Aside from that, he's so nice. He's not an egomaniac, a megalomaniac. It was really great working with him.

Q: Having talked recently with several people who've worked with you, the sense I get is that you're "lighter" now.
A: I'm coming into a new phase where I want levity. I always used to live in these very dark Spanish-style houses, a little like a vampire. Slowly, each house I've had over the years has become lighter and lighter. The new house we've lived in for maybe a little over a year is so bright. So much light comes into this house it really freaked me out in the beginning. The first morning I woke up there, we didn't yet have drapes so there was nowhere to hide from the light. [Laughs] I went into the bathroom and this extraordinary light was pouring in. I woke up David and said, "You've got to see this light coming into my bathroom."

Q: Do you think you're any more open today than 10 years ago, when people like Cher called you "very difficult to know"?
A: I'm slightly more open. It's unusual for a famous person to become less guarded with time. It takes me a long time to make friends, it's not easy for me. Historically, most of my friends have been men, with a few close women friends. But lately, I've made some nice new women friends.

Q: What's the worst thing about being famous?
A: The paparazzi following me around; it really scares my kids. I don't care what law is invoked. It's not right that the paparazzi should have the legal right to terrify kids. My daughter and son will say to me, "I thought people weren't just allowed to take your picture without your permission." And I have to say, "That law doesn't apply to me because I'm famous." They say, "Well, I'm famous." I can only explain it to them by saying there are laws that are just wrong.

Q: How bad does it get? Do people rout through your trash cans?
A: I live on a private road so they're not allowed to come onto the street; otherwise, I'm sure they'd be living in my trash cans. They're insidious. I'm always showing up in the [tabloids] with my kids because they're always waiting at the school. They turn up everywhere yet my husband and I just never do anything bad. We're so boring in terms of scandal.

Q: What do people tend to be like when they approach you in public?
A: Really polite. [Laughs] They don't go out of their way to tell me how much they hate my work. Not like friends, who'll say to me after they've seen a movie, "You know, it's not my favorite performance of yours." [Laughs] I'm like, "That's over-sharing, OK?"

Q: Have you ever been to a psychic?
A: When I was very young I used to go to psychics, but I don't do that anymore. I find people mostly do that when they're really struggling. I haven't been struggling.

Q: You once compared your looks to a duck's, surely a minority opinion. How are you with your looks these days?
A: This is a conversation where there are no good answers. You know what I'm saying? But I... I... uhmm... [Laughs as she stammers] OK, I have good and bad days. Some days I wake up and think, "Hmm, you're not bad-looking." Then I have days when I just feel I look like a dog.

Q: Who, to you, is ravishing?
A: I find Cate Blanchett just so beautiful, so chameleon-like and so good in such different things. Brad Pitt is pretty great-looking. He's pretty cute. I'd like to work with him, too. There are people I love on-screen that I would love to work with. I adore George Clooney and I'd love to work with him again. I'd like to work with Ralph Fiennes. I'd like to work with Sean Penn again. I also find my husband very, very attractive.

Q: Later this year you have White Oleander coming out. Hasn't that been finished for quite a while?
A: Yes, so let me try to remember it. It's based on a really good book, a coming-of-age story set in Los Angeles about a girl, my daughter, who has grown up in foster homes because her mother's in prison. It's dark, not a lot of humor, which is what makes me a little nervous. I haven't seen the movie. It was hard, very intense. As low-budget as I Am Sam was, this was lower. I mean, you do these types of things for the art, but it becomes everything but artful because it's all about saving money. It's like, Aren't' we trying to make a good movie here? Every decision that gets made is based on how much it's going to cost as opposed to the most artful choice. I hope it's good and that I don't make a fool of myself. [Laughs]

Q: After so many movies and so much praise, do you still get nervous on movie sets?
A: I always feel like I'm going to be fired and that lasts pretty much the whole first week of shooting. The first 10 years, I would shake so dramatically on the first day of shooting that I was sure the camera was picking it up. I shook a lot on Scarface because of the caliber of actors I was working with. I don't shake anymore but I still get nervous.

Q: How good an actor do you think you are these days?
A: I'm not sure that other people agree with me, but for the first time I'm liking my work. Maybe because it's easier for me to watch myself. Maybe it's that I've learned to be less critical.

Article/Interview taken out from Movieline Magazine (USA) April, 2002
Transcripted by Michelle Pfeiffer, The Face