Disney's ''Sleeping Beauty'' update ''Maleficent'' finds Angelina Jolie chillin' like a villain -- a wicked fairy, to be exact; in an exclusive interview, she talks about her family, her health scare, and finding the heart of a character who's dark as night

Beware of the unloved. Most villains, when you encounter them in real life, are born from pain, and pour it back on the world to keep from drowning in it. A few are heartless sociopaths — and some are just mad they didn’t get a party invitation.

File Disney’s Maleficent in the latter category. For all her sophisticated grace and simmering seductiveness, for all the bombastic magic she wields at her razor fingertips, the thing that really grinds her horns, in 1959’s animated Sleeping Beauty as well as in previous fairy-tale incarnations, is she’s not welcome at the christening of the king’s newborn daughter, Princess Aurora. But she shows up anyway, pet raven in tow — a wicked fairy godmother, furious enough to curse a baby.

As monstrous motivations go, it’s pretty thin. So credit her enduring appeal mainly to the elegant design of the late Marc Davis, one of Disney’s original “Nine Old Men” animators (who also brought Tinker Bell, Cinderella, and Cruella De Vil to life), and the icy purr of actress Eleanor Audley (who previously voiced Cinderella’s wicked stepmother). Plus, Maleficent turned into a really badass dragon that breathed green fire.

The evolution of folktales is never complete, and on May 30 an estimated $200 million PG version of the Sleeping Beauty story — titled simply Maleficent — will fill in the blanks on the Mistress of All Evil, with Angelina Jolie sporting the yellow eyes and ruby smile. “We wanted to try to create layers of that character that you didn’t think existed,” says director Robert Stromberg, the Oscar-winning production designer of James Cameron’s Avatar and Tim Burton’s Alice in Wonderland. “This is about examining the other side — and once you’ve become dark, how much harder it is to see the light again.”

For his star, he has Jolie, 38, in perhaps the greatest villain casting since Danny DeVito played the Penguin (only just a tad sexier). In the midst of editing Unbroken, the true-life tale of World War II heroism she has directed, she sat down with ENTERTAINMENT WEEKLY for lunch on the Universal Studios lot.

When word came out you would be playing the role of Maleficent, people said, ”Oh, she’s perfect for that!” Is that a compliment or an insult?
[Laughs] It is really funny when people say you’d be obvious for a great villain. She was just my favorite as a little girl. I was terrified of her, but I was really drawn to her. I loved her. There were some discussions about it before I got the part, and I got a phone call from my brother, who said, “You’ve got to get your name on the list for this!”

But she’s so cruel.
She has a darkness. And how do you make a film about someone who curses a baby and make her relatable? It’s, like, the worst thing you could possibly do! But I think the script that Linda [Woolverton] wrote has quite a deep understanding. The exercise wasn’t, How can we have fun with a villain? It was, What turns people evil and vile and aggressive and cruel? What could have possibly happened to her that would get her to that moment at the christening? She wasn’t invited so she’s pissed off?

You’ve got six kids at home. What did they think of their mom as this villain?
I told my kids I was playing Maleficent, and they went, “She’s so scary!” and I said, “Let me tell you the real story, but you can’t tell anybody.” And I put them in the room and I told them the [film’s] story. So this was my test too, like any parent. And the next day I heard Shiloh getting into a fight with another kid, defending Maleficent. Saying, “You don’t understand her!” They got into a bit of an argument, and I thought, “That’s the reason to do the film.” It’s not just that there’s more to people than meets the eye, but that there’s injustice in the world and children get fired up about injustice. [They] want the character they believe in to get up and fight. And when that character makes mistakes — which Maleficent does — and crosses many lines, you want them to be angry at her and concerned and confused and, in the end, somehow understand something that they didn’t know before.

What did it feel like to be in her skin?
Maleficent was always so elegant. She was always in control. And to play her was difficult. I worked on my voice a lot. She’s bigger than me. She’s on a different level of performance than I have ever done. She’s very still. She’s very sure of herself, but I couldn’t figure out her voice. I kept playing with these different types of British voices, making my voice darker and scarier. And I was giving my kids a bath, and I started making up other stories about Maleficent. They weren’t really paying attention to me…until I started to mess around with this playful [singsongy] voice. It gets very, very dark, but it had these colors. My kids started laughing. And that’s how I would rehearse my scenes. I would do it until my kids were somehow smiling or thought it was funny, because you have to do that and go there with her. Then it was really fun; it was actually quite freeing as an artist to do something so completely nuts.

In the animated film, Maleficent curses Princess Aurora by saying she will prick her finger on the spindle of a spinning wheel ”and DIE!” But in your version, she says she will prick her finger ”and fall into a sleep like death.” Why the change?
It’s actually more evil. It’s hard to explain. Before, it was a [good] fairy who said she “can be woken by true love’s kiss.” Now it is me. They gave me that line because she finds [love] the most preposterous, ridiculous bulls—. So when she says it, it’s a curse on top of a curse. She’s very angry. She’s got a very black heart when it comes to true love in that scene.

Elle Fanning plays the teenage Aurora. You and she have a similar exotic appearance — only she seems ethereal and light, and you project this intimidating fierceness.
I take that as a high compliment. I think she is magic. You can’t take your eyes off her on screen. I’d like to think that I’m a calm and sweet person. I tend to be very playful at home with my children, but in life…we have to fight our battles. Our work battles, our political battles, our personal battles, and we’re focused. So I tend to be someone who can be very private and in my space — not in any way trying to be rude, that’s just how I walk my way through life. When I’m outside my home, I can be somewhat serious. Elle, the first time we met each other, she ran across the hallway and hugged me and jumped on me. We joked later it was like being attacked by a thousand cute, gorgeous bunnies.

And how did you react?
I was just frozen. I’d never had someone see me like that. When she sees me, I’m like a mom, a friend, a girl, and she just wants to be another girl. She’s just full of love and happiness and cuteness and belief and sweetness, and when I was her age, I was the complete polar opposite. I was quite dark at that age.

Your daughter Vivienne plays the toddler version of Aurora. How did that come about?
We think it’s fun for our kids to have cameos and join us on set, but not to be actors. That’s not the goal for Brad and me at all. I think we would both prefer that they didn’t become actors. But she was 4 at the time, and other 3- and 4-year-old [actors] really wouldn’t come near me. Big kids thought I was cool — but little kids really didn’t like me. So in order to have a child that wants to play with [Maleficent]…it had to be a child that really liked me and wasn’t afraid of my horns and my eyes and my claws. So it had to be Viv.

What was it like freaking out those other kids? Kinda fun?
I had a friend come with their children, and when I met the kids, the kids froze and screamed so much that I had to go wait in my trailer. When [my son] Pax saw me for the first time, he ran away and got upset — and I thought he was kidding, so I was pretending to chase him until I actually found him crying. I had to take off pieces [of the makeup] in front of him to show him it was all fake and not freak him out so much.

I wondered what the movie says about the vilification of this character. You know the double standard — ”If a guy is mean, he’s tough; if a woman does it, she’s a bitch.” Is that part of Maleficent’s story? Is that something you connect to?
I didn’t think about it that way, but I do think that people can read into certain things and I do think that there’s something in me that…I’d like to be as soft as I am at home with my children, the first thing in the morning, my whole day. I’d like to not be challenged where I have to become hard and strong and fight. I’d like to not be put in situations where I have to get ugly and mean. My mother [Marcheline Bertrand, who died in 2007] was very soft and female, and I was always very aware when things would happen and there would be fights with my father [actor Jon Voight]. She kept thinking she needed to get harder to deal with life, and I kept saying I didn’t want her to do that — I would rather get hard and I’d rather fight. But it was really important that she stay kind and soft and open and sweet because it’s a horrible thing to have the world harden you.

It sounds like it hardened you for a while. You said earlier that when you were young you were darker, more introverted.
Yeah, I got hard. I was hard.

What do you think changed you?
When I got older? Well, I started to travel and I got out of myself and saw how other people struggle in the world.

You were saying this in your speech at the recent Governors Awards, when you received the Jean Hersholt Humanitarian Award.
That — and having children. The moment you have a child, in an instant your life is not for you and your life is completely, 100 percent dedicated to another human being, and they will always come first. It changes you forever. I am disheartened by many things, but I woke up this morning to kids — and we talk and we laugh and we play and I’m light again and I’m a kid again, and I’m loving and soft again because they’ve brought that back in my life.

Does your Maleficent like being evil and dark?
I think you get to a point where you think, “Please don’t make me angry — please let me be, leave me alone.” And then you go through a period of — which we all have as people — feeling hurt and feeling judged and feeling attacked. And then there is that moment of: Well, if you’re gonna call me evil, then I’m gonna be evil, and watch how evil.

There’s a part of our society that just likes to hate — we like to make villains out of people.
It feels like memories of how people would behave in high school. Once we grow up and realize how human we all are and how similar we all are and how individually flawed we all are, there’s no time for that, you know? There’s real hate in the world. There’s real violence and there’s real inhumanity. I leave for Lebanon tomorrow — for the Syrian border — and when you see that kind of suffering, when that exists, the less time there is for certain kinds of petty judgmental hate. Because there just simply is enough cruelty and ugliness in the world. We really need to try to protect and be better to each other.

Let’s talk about something good that you did. Exactly a year ago, you were in the middle of having a double mastectomy after tests determined you were genetically likely to develop breast cancer. First of all, I’m just wondering, how are you today?
I’m great!… I’m very happy I made the decision. I was very fortunate to have great doctors and very, very fortunate to have a good recovery and have a project like Unbroken to have something to be really focused on, to be getting healthy for, and to be able to just get right back to work.

You could have kept your decision a secret. But you wrote that essay for The New York Times urging other women to get tested. What kind of reaction have you gotten from that?
I feel very, very close — much closer — to other women, and women who are going through the same thing. Wherever I go, usually I run into women and we talk about health issues, women’s issues, breast cancer, ovarian cancer. I’ve talked to men about their daughters’ and wives’ health. It makes me feel closer to other people who deal with the same things and have either lost their parents or are considering surgeries or wondering about their children…. The reason that I wrote it was to try to communicate and help and connect with other women and other families going through the same thing. And…I was very, very moved by all the support and kindness from so many people.

It makes you embarrassed to talk about that part, doesn’t it?
[Smiles] Yeah, a little bit.

I imagine you must get mail —
I do, and it’s lovely.

Was the reaction helpful for you personally?
There’s still another surgery to have, which I haven’t yet. [Jolie is also genetically at risk of ovarian cancer, which is what took her mother’s life at age 56.] I’ll, you know, I’ll get advice from all these wonderful people who I’ve been talking to, to get through that next stage.

I think that sharing your story the way you did was extremely cool. So, nice job. [Offers a fist bump]
[Laughs] Thank you. [Fist-bumps]

You have since directed Unbroken — the story of Louis Zamperini, a street fighter-turned-Olympian who fights in World War II. He crashes in the Pacific. He survives being lost at sea and interned in a brutal POW camp. The story is inspirational and almost unbelievable, but it’s true.
I’m drawn to fighters. And strength of will. I don’t know how anybody could not be drawn to that man’s story. There are so many different people who have pulled something from his story, whether it be faith, forgiveness, resilience, athleticism, pure heroics — or [relating to] someone who was quite a troubled youth, who didn’t know whether or not he was worth anything, you know?

Both movies you’ve directed, Unbroken and In the Land of Blood and Honey, are very heavy.
I think about that too. The films that I’ve directed are real stories [or] based in history, and you have such a responsibility — you have to be very careful of how you balance it. One day it might be fun to direct something where I don’t have to be so careful. I can be completely, completely, um…bold and wild and irreverent and dark.

It’s good to know you still have that side if you need it.
I know!

Don’t I Know You? Jolie and Daughter Vivienne Share a Scene
The toddler version of Princess Aurora is played by Jolie’s real-life daughter Vivienne — and they were lucky she took the part. “Other 3- and 4-year-old [actors] wouldn’t come near me,” says the actress. “It had to be a child that liked me and wasn’t afraid of my horns and my eyes and my claws. So it had to be Viv.” Two of her other kids, Pax and Zahara, turn up as extras in the christening scene: “I had to walk by them being very mean. Of course, I wanted to stop and wink.”

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