Being Annette

<B>Charlie Rose</B> Talks With Oscar Nominee Annette Bening

They're calling it an Oscar re-match. For the second time in six years, both Hilary Swank and Annette Bening are nominated as Best Actress -- Swank for "Million Dollar Baby," and Bening for "Being Julia."

For Bening, 47, being Annette has meant forging a career and helping to raise a family at the same time -- on her own terms.

She's no longer thought of simply as the woman who finally married Warren Beatty. In fact, as Correspondent Charlie Rose reports, she's thought of quite differently.

Annette Bening has been called the "Thinking Man's Sex Symbol." She played a stage diva in "Being Julia," a casting-couched actress in "Postcards From The Edge," a social climbing executive wife in "The Great Outdoors," and the mobster's moll in "Bugsy."

But Bening, who grew up in San Diego, Calif., has found real joy in acting.

"I felt like it was just there, like a heartbeat was there. It's just so much a part of me. Once I got interested, that was it. There was no conversation. It wasn't, like, a choice," says Bening.

"I remember in college someone asking a professor, 'Should I go into acting or not?' This was a kid who was studying the theater. And he said, 'Only if you have to.' And that's what it felt like. It felt like it's something I had to do. It chose me."

In movies, that desire won Bening a broad sweep of roles – like her Oscar-nominated character, Myra, in "The Grifters," and the beleaguered suburban wife, Carolyn Burnham, in "American Beauty."

"I'm a suburban girl. I grew up in a San Diego suburbia. And I think there was something in this woman that I had, I was intrigued by," says Bening. "I was a babysitter. I babysat a lot when I was a teenager."

"What makes a good babysitter," asks Rose.

"You're available, and you don't cost much," says Bening. "Kids like you. You're a hard worker. You're cheerful. … I really loved it. And I saw a lot of people's lives. I graduated from high school in '75, so right around the time of the women's movement, you know, I was in the houses of all these ladies who were, a lot of them, going through enormous changes. They were, a lot of them, homemakers - housewives, as we used to call them - whose lives were exploding."

Of her character in "American Beauty," Bening says: "I love her. I'm completely on her side. There's a great deal of compassion toward the characters, and their flaws and their insecurities and their secrets."

At the time, Bening was seen as the frontrunner for Best Actress for her role in "American Beauty." But Hilary Swank received the award for her role in "Boys Don't Cry."

This time, Bening and Swank are up for the Oscar again. "A lot of people ask me about it, but there are also a number of other actresses," says Bening. "I saw 'Million Dollar Baby' and I loved it. There's a beautiful simplicity to it and all the acting is good."

Of Swank, Bening says, "She's wonderful, so it's just a coincidence."

In "Being Julia," Bening is a fictional star of the British stage in the '30s who needs to feel wanted again. "She's vulnerable," says Bening. "She's vulnerable to this young guy who comes on to her. And you know, she makes the mistake of falling in love. I mean it's one thing to have an affair. It's another thing to actually get emotionally involved."

But Bening actually got emotionally involved on the set of the movie, "Bugsy," with Hollywood's longtime bachelor Warren Beatty.

In fact, Barry Levinson, who directed "Bugsy," thought he was just casting a movie, and only later discovered he had been hosting "The Dating Game."

"I met with Annette, talked to her, she was very excited. I called Warren and said, 'I saw Annette Bening and I think she's really terrific,'" recalls Levinson. "And I said, 'You ought to meet her.' He said, 'She's great. She's great. I'm gonna marry her.'"

"I had a chance here to have a kind of life that I wanted to have," says Beatty, who had known Bening for only 20 minutes.

When did it become apparent that this was not just onscreen magic? "I may be naïve, because I was never aware of the fact that they were linked beyond what was being performed on camera," says Levinson. "Not a clue."

But Bening says something happened early on with Beatty: "When we were working together on the picture, we tried to be discreet."

For the past 14 years, Bening and Beatty have confounded the cynics, those who insisted that Beatty could never be tamed.

"I wouldn't want to tame him at all," says Bening of her husband. "I don't accept the premise of the idea that we change other people. I don't think we do. I think, you know, you choose to change yourself or you don't."

But having four children does take some getting used to, as Beatty told 60 Minutes a few years ago, after his third child was born.

"When you lived the way that I lived, you're sort of in first place. And then you get married, and if you're a decent human being, you're in second place, you know," says Beatty. "And then you have a child, and who would want to be other than in third place? You have another child; you're in fourth place. And then you're in the second division, you know. You're living through five points of view."

Is Bening surprised by Beatty's paternal quality? "No, I'm not surprised. There's a lot of thought -- things in life that you enjoy more. You can appreciate more the older you get," says Bening. "And I think, I don't think he takes any moment with them for granted."

And those moments include taking the kids to Washington's Kennedy Center, which honored Beatty this year.

"That was the first time we had ever taken them out in public. And it was absolutely the right choice," says Bening. "And it made it so special for all of us to share together. They were superb. They were so great. You know, this incredible moment in his life, and he had his kids there."

What's different about the dream she had when she first went on stage, and the life she lives today?

"I never imagined the life I'm living. I never imagined myself in the situation that I'm in," says Bening. "I was really proud when I got my Equity Card. I remember that. So if somebody said, 'What do you do?' I can say, 'I'm an actor.'"