Annette Bening has earned multiple Academy Award nominations for starring in some of Hollywood's favorite feature films.
While her star power was only on the rise following "The Grifters" and "Bugsy," Bening put family first to focus on motherhood while pregnant with her first child with husband Warren Beatty.
Bening, 65, who will soon portray long-distance swimmer Diana Nyad in the sports drama "Nyad," faced a difficult decision nearly 30 years ago when she turned down portraying another feminine icon – Catwoman in "Batman Returns."
Annette garnered her first Oscar nomination working alongside Anjelica Huston and John Cusack in Stephen Frears' film adaptation of Jim Thompson's novel, "The Grifters."
She had previously starred on Broadway and made her film debut in "The Great Outdoors" with Dan Aykryod and John Candy, but caught Beatty's eye for her role as a con artist in the 1990 flick.
Beatty's long-anticipated passion project was coming to life and needed a star, and he cast Bening as Virginia Hill in "Bugsy" after remembering Annette's audition from another Beatty favorite – "Dick Tracy."
He reportedly told director Barry Levinson, "She's terrific. I love her. I'm going to marry her."
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Following the release of the gangster film, Annette and Warren married. She was gearing up to play Catwoman in Tim Burton's "Batman Returns," but dropped out of the film after becoming pregnant with their first child.
Michelle Pfeiffer won the coveted honor, and starred alongside Michael Keaton, Danny DeVito, and Christopher Walken in the anti-hero movie.
"It's a great part. I'm very flattered that Michelle Pfeiffer is doing it and I'm sure she will be terrific," Bening told Entertainment Tonight in 1991. "I loved the role. I loved the script, but it was really no contest in terms of what was more important to me."
During an appearance on "The Tonight Show Starring Jimmy Fallon," Pfeiffer admitted that her iconic character only came to be after Bening dropped out.
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"Someone was cast before me," she said. "Annette Bening, who’s wonderful … and then she got pregnant. Awesome! And then I got the part … I got the part!"
Pfeiffer said she has "this weird synchronicity with Annette Bening" during a sit-down with Interview Magazine in 2017.
"I was supposed to do ‘Bugsy’. I fell out of that. She did it, so she met Warren [Beatty]. That wouldn’t have happened," Pfeiffer said.
"And then she was supposed to do ‘Batman Returns.' She fell out of that. I replaced her. So, we’re always kind of tag-teaming."
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Bening and Beatty would go on to have four children total, and have been married for 31 years.
The pair played on-screen lovers again in the 1994 romantic drama "Love Affair." After a 15-year hiatus from acting, Beatty returned to the screen in the 2016 romantic-comedy drama "Rules Don't Apply," where he reunited with his real-life wife.
Beatty, now 86, previously told People magazine that he had met Annette for lunch while prepping for "Bugsy."
"I remember losing interest in the garlic chicken I was eating within 20 seconds," he said. "And the garlic chicken had been very good."
Their marriage was somewhat of a surprise as Beatty was known for being one of Hollywood's most eligible bachelors, including romances with Goldie Hawn, Diane Keaton and Julie Christie.
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His interest in Bening, though, "didn't really surprise me," he said during an appearance on the "Today" show in 2016.
"I always felt I wasn’t trying to avoid marriage, I was trying to avoid divorce," he said. "I had no doubt when I met Annette that it was time to get married."
Bening and Beatty have both been able to be selective about roles, and Warren took a break from Hollywood to help his family acclimate to a more normal life.
"It is a burden, I think, to have two parents that are well-known, so I completely respect their privacy," he told People.
"I could go on and on and on and on talking about them because they’re brilliant and fun. But no, I think you have to give them a break, and they have their privacy."
