Hip Pads, Prosthetic Chins, Dips in Sub-Zero Lakes: The Making of 'My Week With Marilyn'

 Laurence Cendrowicz/The Weinstein Co.

The year 2008 was frought with turmoil for Michelle Williams. Heath Ledger, her estranged husband, died of an accidental overdose in January, leaving her a grief-stricken single mother. Although fresh from an Oscar for Brokeback Mountain, her career was in limbo -- her passion project, Blue Valentine, had yet to materialize, and she considered leaving acting altogether.

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"I wasn't sure if acting was the right place for me," she says. "Or if I was any good or liked what I was doing anymore."

It was also around that time that Williams first read Adrian Hodges' script for a Marilyn Monroe project, for which she'd been wooed by director Simon Curtis. She was drawn to the story, which offered a snapshot of a week of the actress' life during the 1950s, but worried that she wasn't ready for the commitment. "I finished the last page, put it next to my bed and had already committed in my own mind to making this movie," says Williams. "But then the terror set in."

Curtis, a veteran British TV and stage director who had been working on his first feature-directing assignment for more than five years, flew to New York and met with Williams in her Brooklyn home. "He came bearing gifts: books, postcards and little temptations, little enticements, to playing Marilyn," she recalls.

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Although she had a firm offer for the lead, Williams told Curtis she wanted to audition to make certain she was right for the part. She was unsure if she could do justice to such an iconic character -- especially one who'd meant so much to her while growing up in Montana; she'd had a poster of Monroe on her bedroom wall that she stared at each night. She also worried about the feasibility of transforming her look. "There were certain unbridgeable gaps," she says ."I couldn't re-arrange my face and body to look like hers."

While she spent the next six months laboring over research, Curtis and his team stayed hopeful. "We kept going back to her," says producer David Parfitt. "She'd say no. Then we'd go away for a bit and decide she's got to do it. We'd have another go. Then her agent and manager got behind it. She was very hard to persuade."

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During this time, Derek Cianfrance's 10-year oddysey to make Blue Valentine finally materialized, and Williams filmed her grueling role -- an Oscar nomination would result -- as an unhappy wife opposite Ryan Gosling. She says the shoot acted as a kind of therapy. "It brought me back to life and reminded me, brought me back to myself," she says.

At about the same time, Harvey Weinstein, whose company had acquired Valentine, fell in love with Williams' talent. "Harvey said, 'I want to be more involved with this girl,' " says Parfitt. "So we said, 'Well, we have this other film.' And he said, 'I want it.' "

The idea for a movie about what happened in 1956 when Monroe, America's biggest movie star, flew to London to make the movie The Prince and the Showgirl with Lawrence Olivier, the U.K.'s greatest actor, began around 2003 after Curtis read two books by the late Colin Clark: The Prince, the Showgirl and Me and My Week With Marilyn. During the next six years, Curtis joined forces with Parfitt to get development funds from the BBC and the U.K. Film Council, then waited 18 months while Parfitt negotiated the rights with Clark's estate and six months more for Hodges' script.

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Finally, in early 2010, Williams committed, and after $10 million in funding from Weinstein, it was a go. "For me, the most crucial discovery -- the flash -- was that the widely accepted image of Marilyn Monroe was a character that Norma Jeane played," says Williams. "Unless you study her and understand her a bit better than the commonly accepted view, one could miss who she was underneath that. Marilyn was a part she played." Bringing Monroe's complicated duality to life was Williams' biggest goal.

For Curtis, capturing the authenticity of time and place was crucial. This process began with shooting at London's Pinewood Studios on the very stages where Olivier had directed and starred with Monroe. Curtis added additional locations at Parkside House, where Olivier had stayed; at Clark's home; at the Eaton school, which Clark attended; and, thanks to an unprecedented deal, to shoot even in front of Windsor Castle for a few hours early one Saturday.

But there was another element, adds Curtis. "It came from a line in the Clark diaries that was, 'This is a fairy tale, but nevertheless, it's true.' It's a true story that I wanted to be magical as well," he says.

Making magic on a $10 million budget isn't easy -- nor, as Weinstein told Parfitt, is gathering "the best British and international cast." So Curtis, Parfitt and Weinstein tapped friends and industry connections to fill in the blanks. Curtis persuaded Judi Dench to play Dame Sybil Thorndike, whom she had known. Parfitt used a trip to L.A. on behalf of BAFTA to meet with Kenneth Branagh, his former business partner, and recruited him to play Olivier. Weinstein then brought in Emma Watson for the role of the young costume designer, Lucy.

Williams, meanwhile, continued her intense research into Monroe. In May 2010, she flew to London for meetings with makeup artist Jenny Shircore.

"We spent half a day just standing in front of a mirror," says Williams. "We weren't trying to reconfigure my face. We were trying to add, you know, the curve of the lip, an eyeliner. It began a long process."

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It was key early on that Williams, much shorter and lighter, not look exactly like Monroe; rather, she wanted to channel her essence. Williams gained a little weight to approximate Monroe's signature curves, but it just made her face puffy, so instead Williams and Shircore used padding to fill out her hips and rear end.

Like Williams, costumer Jill Taylor did intense research, finding photos from the making of the movie in an archive. "Michelle is a much smaller lady," says Taylor, "so I really had to work on getting the proportions right." They had to find clothes for three Marilyns: the glamorous, sexy actress; the character of Elsie that Monroe plays in the movie within the movie; and the real-life Monroe, who wore simple, tailored clothes, often in earth tones.

Taylor's biggest challenge was that she could only afford to make one reproduction of a white gown Monroe had worn in the movie, which Williams had to wear for a quarter of the eight-week shoot. "I was nearly wetting myself every day for 12 days straight," recalls Taylor. "If something happened to it, there was no other dress."

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