There’s a scene in Mike Mills’ 20th Century Women that will be remembered as the film’s funniest, a moment that perfectly captures the essence of its trio of titular female characters. With a tinge of annoyance, Annette Bening’s Dorothea calls out her tenant Abbie (Greta Gerwig) for dozing off on the table during a dinner party. “I’m menstruating,” Abbie grumpily retorts. Much to Dorothea’s embarrassment, Abbie then prompts the men at the table to confidently utter the word “menstruation.” Then Elle Fanning’s rebellious 16-year-old Julie breaks into an awkward story about losing her virginity. Three generations, all with varying definitions of what it means to be a woman.

“I just wanted to scream I thought it was so funny,” Bening told me. I sat down with the actress in New York City last month to talk about her role, one of her most captivating performances in years. Over the summer of 1979 in Santa Barbara, Dorothea, Abbie, and Julie teach Dorothea’s teenage son Jamie (Lucas Jade Zunman) how to become a good man.

Bening told me about the improvisation behind the menstruation scene, collaborating with Mills to create a fictionalized version of his mother, and how she approached a pivotal switch in Dorothea’s narrative.

Dorothea is based on Mike’s mother. Did you feel a responsibility to pay homage to this woman or were you able to make her into your own character?

Mike very clearly, from the very moment that I met him, was like, “Look, the catalyst is my mom, but we’re making a character here and it’s going to be through your lens.” So no question, I knew eventually that would not be a problem, but I remember at first and especially because he was so filled with it and he’d been thinking about it for so many years. We still talk about it, he’s still thinking about her and investigating her. So he would talk and talk and talk and I would just listen, and I would think, “Wait a minute, you said that, but then you also said that, does that make sense? If she’s this way then how could she also be that way?” And of course at that point it’s all just intellectual, which has nothing to do with the real nuance of human behavior. He was showing me pictures, and he would just talk and talk and talk, and it began to kind of seep into me what he was envisioning.

He had written something that was very specific, but at the same time within any given scene, depending on what my impulses were I could’ve gone in all kinds of different directions. Some scripts don’t have that. You feel, “Well obviously she’s got to be doing this, this, and this.” This didn’t have that. So there was a lot of freedom. Then within that, that became a kind of fascinating challenge, because Mike is very intense. He’s collaborative, he’s a lovely man, we all adore him, but he is a filmmaker. He’s got something in his head. He’s a graphic designer, he has very strong ideas. So that was very reassuring, actually. It wasn’t just like “Hey, explore, do what you want.” It was, “Explore, but then within this and try this, and try that.” We would often improvise. Sometimes we would just start to improvise without being told. We did a fair amount of that, but there was a very strong script.

When you say improvise, the menstruation scene comes to mind for me.

Oh my god. Is that not brilliant?

It is! I think it’s one of the best scenes of the year.

Everyone in it was funny. And of course, Greta [Gerwig] did a lot of improvising in that. The guys’ reactions to her are so good. And then what Billy [Crudup] says, y’know, “You gotta make love to the whole woman, not just to the vagina,” and things like that. That was not scripted, but then Elle starts to tell those odd stories about when she first got her period, she went and she got the Tampax, stuck in, that whole thing. Then when she tells about the first time she had sex. That’s all written, Mike wrote that. That was based on actual interviews that he had done with women that he knew.

The movie has a kind of toughness – not toughness. It’s not sentimental, but yet there’s feeling, but it’s got an edge to it. And I know I find that scene funny. How refreshing to talk about menstruation and also in the context where it’s funny! “Say it, ‘menstruation.’” I mean when I was sitting there I just had to not laugh out loud, it was so hilarious.

The film isn’t very sentimental and has some very sudden, blunt moments. There’s that scene, maybe 20 minutes before the end, when Dorothea’s narration skips to the future and reveals her fate. That really caught me off-guard. Why do you think it was essential for her to say that when she does?

I’m kind of cheating because I know I’ve heard people ask Mike that. What he says is that when he was in the writing process over a number of years, that he found that to be happening, that she was announcing it early in the story, and that that’s when he felt like he understood the movie. That that’s what needed to happen. And in a way, it’s quite beautiful because it’s such an imaginative leap.

In a way it’s a sort of wish fulfilled to me, not that the death is, but that we all wonder, what is the final chapter of our lives? We never know, but in a story, we can say okay, look, we’re going to actually give you a clue. This is final chapter, but you’re still in the story. But now everything that she does from that point on is seen in a different light given that you know that’s what’s going to happen. So that’s the great idea of it, that’s the beauty of the conceit.

Did you play her differently in the scene after that reveal?

No, I didn’t think of it that way. And no, I didn’t think of it any differently because of course she didn’t know where she was going, she didn’t know that was going to happen to her.

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One of my favorite parts of this movie is Elle’s line of “Don’t you need a man to raise a man?” I love your delivery of your response. You have a brief pause to think before you say “No, I don’t think so.”

We shot the film and then some months later, we got three or four days to do some additional scenes. That was one of them. That was written. I’m pretty sure because I remember loving it when I read it. Especially Elle, there’s something that really makes me laugh about her. Julie is such a badass. I love that she’s this 16 year old with all this complexity. Not the cliché 16-year-old girl that none of us were, and none exist, but were sort of told that all girls or boys, I don’t know about appearance and bullsh-t. So here’s this seriously interesting girl and when she says that, and Dorothea says, “I don’t think so,” I just loved it. Loved that moment. Like, “Oh yeah, no. Not really. We don’t really need them, do we?”

The film defies stereotypes of a single mother and how to raise a young boy as a feminist. It made me think about the question “How gendered is parenthood?” Do you think that the film transcends stereotypes of how we raise children?

I think that he is certainly is exploring that idea. Mike has this incredible empathy with women and love of women. He’s straight, and he’s married and has a kid. His dad was gay, but he didn’t know it until he came out. But he has this deep love of and interest in women and curiosity. He interviewed all these different friends he knew, his sisters, who kind of helped raise him. He just naturally has this real interest and affinity with women and what they go through.

When he was talking about women having periods and people were telling him what it’s like; you have this period of time, you have the premenstrual time, what it’s like. He said, “Oh that sounds so great.” [Laughs] “I’d like to have that experience hormonally.” He’s just deeply, deeply empathetic in that way and I think he’s always felt that way about women just as a writer, as a storyteller. He’s a listener. He really listens and absorbs what’s going on. Even now, I can see him doing it even though the movie is done. In certain situations, he’s very much like that. He’s an observer.

20th Century Women is now played in limited theaters.