Men tend to gush about Annette Bening. And not just the would-be presidential candidate who decided to trade in a lifetime of skirt chasing for a.m. feedings and spousal devotion about three minutes after their 1991 introduction. Director Henry Jaglom counts her as one of two actors in Hollywood history who both onscreen and off have "real star magic." (Orson Welles is the other.) Longtime pal. Garry Shandling revels in the domestic chaos he encounters over dinner (she's great with pasta dishes) at the family's L.A. home. "The kids are running around, Annette and Warren are very affectionate and very funny together, everyone's laughing," he says. "I find her to be a really kind, compassionate person. That's rare in the world, let alone in Hollywood. I consider it a privilege to know her." Yikes. No wonder Oscar award ceremony producer and Bening friend Gil Cates prefers to keep his feelings to himself. "Really, it's boring to talk about Annette," he says, "because she's perfect."

Just for the record, 'tain't so: Bening dislikes household pets and calls herself a "mess" at organization. But she is honest. In light of the threat to run for office that her liberal-Democrat husband, Warren Beatty, 62, recently made, Bening, 41, has said that if she thought his candidacy "was a bad idea, I'd tell him." Not necessarily a coveted trait in a First Lady, but it's typical of the self-professed midwestern "good girl" who hit Hollywood like a blonde bombshell in 1990's The Grifters, for which she was nominated for an Oscar. During the next two years she made five movies with the likes of Robert De Niro, Harrison Ford and, of course, Beatty.

The two fell in love on the set of 1991's Bugsy. After giving birth to their first child a month after Bugsy opened and marrying not long thereafter, Bening promptly shifted focus from leading lady to wife and mother of one, two, then three. Some seven years, a few films and now yet another pregnancy later, she is back in the buzz. And if her turn as over-zealous real estate agent Carolyn Burnham in the dark comedy American Beauty is likely to attract an Oscar nomination, it will not earn her kudos from any Family Values committee. (Sorry, Warren.) Between Bening and costar Kevin Spacey, there is pot smoking, adultery, the seduction of a teenager and a masturbation scene that reduced the "hard-working and focused" actress, as Gil Cates calls her, to giggles.

"We did dozens of takes, and Annette literally couldn't keep a straight face," says producer Bruce Cohen. "As a producer you're pulling your hair out. But it was hard to keep from laughing."

During the 11-week shoot last winter, Bening's kids—Kathlyn, 7; Ben, 5; and Isabel, 2—often accompanied their mom on the set. "There weren't a lot of nannies," says costar Thora Birch, 17, who plays Bening's daughter. "Annette's a very caring, watchful mother." "The time I spend with my kids informs every fiber of who I am," Bening told Movieline last year. "And believe me, it makes me a better actress."

Close-knit bonds run in her family. The youngest of four children, Bening was born in Topeka, Kans., to conservative Republican Episcopalian parents ears later). Within a month she landed the lead as a flaky —Grant, now 73, a former insurance salesman, and Shirley, 70, a church soloist. The family moved to San Diego when Annette was 7. She appeared in such Patrick Henry High School productions as Godspell, and in 1976 became a drama student at San Diego Mesa College. "We used to be pretty competitive," says her college friend Kathy Schmidt, now an actress in San Diego County, with a laugh. "She usually got the bigger parts."

After completing her acting degree at San Francisco State University, Bening enrolled at San Francisco's elite American Conservatory Theater, and in 1980 joined the school's acting company. According to her Mesa College friend Schmidt, Bening had a few "normal flings" there, but nothing serious. But Bening told the Los Angeles Times in February that she had "an unhappy love affair" at age 20 that kicked off a 10-year struggle with "food anxiety." (She gained 20 pounds, which took her eight years to shed.) It was at ACT that Bening met and, in 1984, married actor and instructor J. Steven White. They moved to Colorado, where he ran the Denver Center Theatre and she starred in its productions of Pygmalion and The Cherry Orchard, but her dreams were elsewhere.

In 1986, growing apart from White, Bening moved solo to Manhattan (they divorced five y photographer in the Off-Broadway drama Coastal Disturbances and earned a Tony nomination when the play moved to Broadway in 1987. But an attempt that year to break into Hollywood in a TV pilot flopped: ABC picked up the show, and she was dumped. As Bening later told the Los Angeles Times, "That confirmed every insecurity I had."

Her career-making turn as a ruthless hustler in The Grifters restored her confidence. The following year she met Beatty. "He found the right woman," says longtime friend and Dream Works cofounder David Geffen of Beatty's swift move to monogamy. Whether she and Beatty end up talking politics or potty training (or both) in the years to come, Bening will be, well, busy. As a teenager she told her mother she intended to have five children—which means she's still got one to go.

Karen S. Schneider
Meg Grant, Michael Fleeman and Julie Jordan in Los Angeles and Jamie Reno in San Diego

  • Contributors:
  • Meg Grant,
  • Michael Fleeman,
  • Julie Jordan,
  • Jamie Ren.