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

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.

PHOTOS: The Making of 'My Week With Marilyn'

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."

VIDEO: Michelle Williams Brings a 'Heat Wave' to 'My Week With Marilyn'

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."

VIDEO: 'My Week With Marilyn': Michelle Williams Takes on Monroe

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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Also, because of his postproduction schedule on Thor in London, Branagh arrived only two days before production started. This left little time for Taylor to fit the custom military uniforms Branagh needed for Olivier's role as the prince. Taylor found the one Olivier wore, but because of Branagh's broad shoulders, she had to track down a similar uniform from a costume house. She did, however, use braiding off the original, adding medals she made.

For Williams, the movie's toughest scene was one that required no costume at all: Monroe goes off with Clark (Eddie Redmayne) on a lark and goes for a nude swim. The setting is summertime, but it actually was late fall.

"We worried for weeks beforehand because it can be freezing cold in October," says cinematographer Ben Smithard. "It was an absolute nightmare."

When Parfitt saw a break in the English weather, they rushed to the location, where they had to do more 30 shots in four hours. "It was pretty scary," says Smithard. "We dressed the edge of the water so they could get in and out and wouldn't drown."

But there was no time to set up lighting for each shot, so they did most of the shoot in natural light, constantly worrying that they were losing their illumination.

"It was a horribly messy freezing rush," says Williams, "and it was supposed to be a beautiful summer day. Sometimes half of acting is ignoring the elements."

The health and safety supervisor told Curtis the actors could only be in the icy water for 70 seconds at a time. Tents and oxygen tanks stood by. "I'm a director who admires actors," says Curtis, "but I've never admired actors so much as those two going into that water."

Williams can't remember ever being that cold. "I'm pretty hearty; I'm from Montana. But that one … I just couldn't bounce back from it. I couldn't get my blood warm. I was frozen to the core."

At one point, her teeth were chattering, so they had Williams bite on a washcloth. "I thought I was going to break a tooth," she recalls.

Other things weren't as funny. As a low-budget project, they kept being bumped off the stages at Pinewood, which was also in demand from the likes of the latest Pirates of the Caribbean film, Hugo, War Horse and Captain America. At various times, they moved to Shepperton, Twickenham and Ealing studios.

Throughout the production, Williams fretted about the big production numbers she had to do as Monroe. "Talk about jumping off a cliff and finding your wings on the way down," she says. "I've never done anything like that. I'm really not a singer or a dancer, but I discovered a love for both."

The big opening number is a version of "Heat Wave," and a second is based on "That Old Black Magic," both choreographed by Kathleen Marshall and Denise Faye.

"She rehearsed every day for six weeks," says Parfitt. "She had a little dance to do, which was seemingly simple. She'd start the day doing it as a warm-up exercise for Marilyn's movement."

They waited to do the production numbers near the end of the shoot to give Williams extra time to prepare.

"The great thing about singing and dancing is it makes you be in the present," says Williams. "You're doing too many things to anticipate or judge or any of the stuff that is the death of the creative process."

Curtis believes the casting made the movie work, especially getting Williams and Branagh in the central roles. "There aren't too many actors in the world who could pull off those characters," says Curtis. "That was the biggest challenge, and I feel lucky I not only got those two actors, but they were both exactly the ages their characters were in 1956."

Williams loves that she could celebrate Monroe. "This isn't a biopic," she says. "Marilyn is just a character in somebody else's story. We didn't have a duty to tell her entire life, and thus our film is not a tragedy. It is a fairy tale come true, a confection. I didn't realize how funny it was until I saw it with an audience."

Williams sees Week With Marilyn, like Blue Valentine, as "another step on that road" back to the craft she loves. "I am going to keep walking in a straight line and not detouring," she says. "The whole thing felt like a giant growth spurt for me as an actor."

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As a movie with few visual effects, makeup was one of Marilyn's most important visual tools.

Each morning began with Michelle Williams and Kenneth Branagh spending three to four hours with the film's makeup artists. While Branagh was fitted with a prosthetic chin to achieve Olivier's square jaw and cleft chin, he wore a headset and listened to Olivier give a dramatic reading of the Bible. "The parting of the hair was razor sharp," says Branagh, "and the color had to be perfect and brilliant. Olivier had sort of musically constructed arched eyebrows. It all had to be minimalist, but took quite a bit of time."

Williams, meanwhile, spent hours with makeup designer Jenny Shircore, who placed the actress' wig each day and made up both her face and body. "What Jenny does is art," says Williams. "But art is never the same. Every day was slightly different, in a minuscule way. We're both slightly obsessive."

Laurence Cendrowicz/The Weinstein Co.

Still, there were days the details eluded them. So with a Sharpie pen, Williams wrote on the makeup mirror: "mole, teeth, tattoo" to remind them of Monroe's famous beauty mark; to put the dental appliance over Williams' crooked lower teeth; and to conceal the actress' small tattoo of a heart on her wrist. "At the end of the shoot, I embroidered a little cloth for Jenny," says Williams. "It said, 'Mole, teeth, tattoo.' "