Patricia Underwood beret. Mikimoto cultured pearl necklace with 18k yellow gold clasp. Beauty note: Dreamy lashes are a reality with showstopping Lancôme Hypnôse Show Stopping Star mascara.

Click here to see the full slideshow.

When Penélope Cruz was 18, she was blow-drying her hair one day at her home in Madrid and the phone rang. Her first film, Jamón, Jamón, with its casual nudity and sexy plot, was a sensation in Spain, and Cruz was an emerging star.

That afternoon, she was listening to Ennio Morricone’s soundtrack for The Mission, mostly because she loved the music the composer had written for Tie Me Up! Tie Me Down!, Pedro Almodóvar’s instant classic. “I listened to The Mission every day, all day, for a month,” Cruz told me with her usual mix of adult passion and childlike intensity. “That way, in my mind, Pedro was present in my house. My biggest goal was to work with Pedro.”

Her then boyfriend answered the phone and told Cruz that ­Almodóvar was on the line. She thought it was a joke, some kind of prank, and came to the phone expecting to talk to an impostor. “But it was that voice!” Cruz exclaimed, as if the phone call had just happened. “That ‘hello’ changed everything.”

Although Cruz was eventually wooed from Spain to Hollywood, where she would star in dozens of movies in which she all too often played the beautiful, exotic love interest, it was Almodóvar who saw beyond her looks. When he cast her in Volver in 2005, he made her the centerpiece of his film—a complex, sexy, real woman. It was personal: In many ways, Cruz was playing a character based on Almodóvar’s own mother—Volver is the only film the director has shot in his hometown. Speaking in her native language, playing the richest, most varied part she has ever been offered, Cruz was captivating. After Volver, and after more than a decade in the movie business, she was discovered as a serious actress.

In 2007 Cruz was nominated for an Academy Award for best actress for Volver, and in 2009, she went on to win best supporting actress for Woody Allen’s Vicky Cristina Barcelona. She recently appeared in ­Allen’s To Rome With Love as a businesslike prostitute, and later this fall, she will star in Venuto al Mondo (Twice Born), an Italian film set in the nineties amid the Bosnian war. Cruz speaks Italian in both movies, but she will return to Spanish in Almodóvar’s next project, I’m So Excited, in which, for the first time, he has cast her alongside Antonio Banderas. As always with Almodóvar, the plot is a secret.

Related Videos

When I interviewed Cruz in 2006, she told me she was longing to work with Javier Bardem. Although they had briefly appeared opposite one another in Jamón, Jamón, Cruz said: “It’s so obvious that we would make a great onscreen couple. Why are we not working together?” Allen may have been listening: He cast Bardem and Cruz as battling lovers in Vicky Cristina, and the two are now married and have a son, named Leo. Though Cruz has always been fiercely protective of her personal life, she is even more private when it comes to her child. “She would like to shoot the paparazzi who try to take his picture,” Almodóvar only half-joked. “But seriously, I always knew Penélope would be an amazing mother. She has no fear of love. You can see that in her work.”


Penelope Cruz in W's September issue. See more here.

Do you remember your first audition?
Yes, it was for the woman who became my manager and still works with me. She was testing around 300 actors. I was 14 years old, and she had me read a scene from Casablanca, which is impossible to do when you are that age. But my manager asked me if I wanted to work with her, and she sent me on some castings. When I was 16, I got Jamón, Jamón. Of course, I had to lie about my age. And I had to lie to my parents about the content of the script.

What was your first American film?
The Hi-Lo Country, directed by Stephen Frears. I was obsessed with him because he had directed Dangerous Liaisons. I watched that movie every day for a long time [laughs]. So I came to America for two months, and one movie led to another. I stayed.

In the beginning, you didn’t speak any English. As you learned the language, did you have trouble translating emotional resonance into words that were alien to you?
Yes. There is a part of your brain that has to stop when you’re acting. You have to be in the moment and dare to fly. Words can’t be on your mind. And yet, when you are working in a foreign language, you have to be thinking about the words every single second. It’s difficult, but I’m not complaining. It’s just the way it is.

For Vicky Cristina Barcelona, Woody Allen wanted you and Javier Bardem to speak Spanish, but Allen himself doesn’t speak the language. Was that complicated?
He gave us the script he wrote in English, and he gave us the freedom to translate and improvise. Woody told me recently that he still doesn’t know if we are talking about the atomic bomb. And it’s the same thing in To Rome With Love—he doesn’t speak Italian. I translated my lines. So he still doesn’t know what I am saying.

How was your initial meeting with Allen?
Fast. Very fast. We sat down for 30 seconds. He had seen Volver, and he thought I would be right for this character. And that was it. I never spoke to him again until we were shooting.

Did you read the script before saying yes?
No. I had no idea who I would be playing. After I said yes, he sent the script with this man who knocked on my door and said, “I will come back and pick it up in an hour.” I had to read really fast, and it was in English. It was the same thing with To Rome With Love—a different man but the same behavior. This time, I asked for two hours [laughs].

People ask Woody, “Do you spend a lot of time with your actors?” In front of all of us he says, “No—I try to avoid the cast. They come to me with all these strange questions that I either don’t know how to answer or I don’t want to answer.” Somehow it works.

What’s the key to being funny?
I don’t play comedy as comedy. That would be the biggest trap. I think about the characters and their situations. Then you don’t have to worry where the laugh is going to be. But comedy is harder than drama.

Is it easier to play a death scene or a sex scene?
I don’t like dying. I die in Don’t Move [an Italian film, for which Cruz won the Italian academy award for best actress], and I can’t really look at it because it reminds me of my grandmother when she was very old. But sex scenes are very strange. Absurd, really.

I like the scene in Almodóvar’s Broken Embraces where you think your husband has died during sex. You go to the bathroom, freshen up, and come back to bed only to find he’s alive.
I love that scene: It’s hard to invent a new way to shoot a sex scene, but Pedro has done it so many times. During the shooting, Pedro was giving my character thoughts. She’s kind of happy that her husband’s dead, but Pedro kept saying to me: “What are you going to do with the body? Why are you putting on lipstick?” The whole crew was laughing so hard, but a man had just died. That tension between tragedy and hilarity is why Pedro is a genius.

What is your favorite Almodóvar movie?
Probably Tie Me Up! Tie Me Down!—that’s why I wanted to become an actress. It’s heartbreaking; it always makes me cry. After I saw it, I saw how my life would go. That movie gave me the dream.

Hair by Pablo Iglesias for Art Lab Aveda; makeup by Charlotte Tilbury for CTilbury Makeup; manicure by Lorraine Griffin. Fashion: Givenchy by Riccardo Tisci stretch wool turtleneck. Yves Saint Laurent gloves; Lynn Ban 18k gold-plate and lapis necklace. Beauty: Lancôme Teint Miracle Foundation in Buff 2W; Le Crayon Khôl in Black Coffee; Le Crayon Poudre in Brunet; Color Design 5 Pan Palette in Blush Sweetness; Hypnôse Doll Lash Mascara in So Black!; Blush Subtil in Blushing Nude; Rouge in Love Lipcolor in Roses in Love.