Charlize Theron has built her career on metamorphosis. The 44-year-old actress gained 30 pounds to play a serial killer in 2003's Monster and shaved her head to play the battle-scarred Furiosa in 2015's Mad Max: Fury Road. But her latest shape-shift is perhaps her most uncanny yet: Theron stars as Megyn Kelly in Bombshell, Jay Roach's drama about the downfall of notorious news titan Roger Ailes (John Lithgow).

With a bleached-blond bob, pursed lips, and a few well-placed prosthetics, Theron's transformation is eerily accurate to Kelly, who in 2016 joined multiple Fox News employees to accuse Ailes of sexual harassment. But when Theron first read Charles Randolph's script, she was reluctant to play such a polarizing figure. "Everyone knows exactly who you're talking about when you say 'Megyn Kelly,'" she tells EW. "It's not like when I played Aileen Wuornos [in Monster] and people were like, 'Oh, who is that?'"

Credit: Hilary Bronwyn Gayle/Lionsgate

Her friend Roach, who directed HBO's Game Change, helped sway her, and the two set out to tell a story not about Ailes but about the women around him. Fox News and its boardroom drama have fueled several Hollywood projects over the years, including Showtime's The Loudest Voice, starring Russell Crowe as Ailes, and HBO's critical darling Succession, which gleefully lampoons a Murdoch-esque family.

Bombshell is the first to dissect the Ailes scandal through the eyes of the women affected: In addition to Theron's Kelly, Nicole Kidman stars as Gretchen Carlson, the former Fox & Friends cohost who first filed a lawsuit against Ailes alleging years of sexual harassment. Margot Robbie plays the fictional Kayla Pospisil, an amalgamation born of the actual testimonies from Ailes' accusers. (Ailes denied all allegations before his death in 2017.) The rest of the cast includes Kate McKinnon as a fictional Fox News employee, Allison Janney as lawyer Susan Estrich, Connie Britton as Ailes' wife, Beth, Richard Kind as Rudy Giuliani, and Alanna Ubach as Jeanine Pirro, among dozens of other familiar Fox faces.

Credit: Hilary B. Gayle/Lionsgate

Roach acknowledges that his perspective was limited as a man telling a story about women, so he and Theron spoke to "dozens" of people close to the real-life scandal for insight. "We felt such a sense of responsibility since it's a story about women speaking up and being heard," the director says. "My responsibility was to listen and to talk to as many as I could so that people could empathize [with] what they went through."

Roach notes that the Ailes scandal came more than a year before the #MeToo movement swept through Hollywood and before sexual harassment allegations brought down media juggernauts like Harvey Weinstein, Les Moonves, and Matt Lauer (each of whom denied the accusations against them). There's also the fascination with Fox News itself and how Ailes and his employees helped shape the nation's conservative ideology. "These were women who would not have necessarily called themselves feminists and sometimes even were anti–politically correct," Roach says. "And they ended up being the people that spoke up."

"All of my other issues that I have with that world, I had to put all of that aside because the story is worth telling," adds Theron, who also serves as a producer. "It doesn't have anything to do with how I feel about Fox News or how I feel about Republicans. That's not what this film is about at all."

To fully transform into Kelly, Theron recruited renowned makeup artist Kazu Hiro, who won an Oscar for turning Gary Oldman into Winston Churchill in Darkest Hour. He's technically retired from makeup artistry, but Mindhunter season 2 (a show that Theron executive-produces) coaxed him back to sculpt some serial killers, and Theron begged Hiro to suspend his retirement again for Bombshell.

The actress also immersed herself in footage of Kelly, particularly her unscripted interviews. "She's pretty hard, and she comes across a certain way that feels very strong and very much like you can't break through any of that wall," Theron says. "But there are moments where you watch her—especially after [the events in Bombshell] take place—where you can see some of her vulnerability."

Even with all that preparation, things didn't always go as planned. "The prosthetics on the eyes were [especially] tricky," Theron says with a laugh. "We were all cracking up because only one eye would blink, and it looked like I had a glass eye."

Once the prosthetics were in place, however, Theron says she simply had to approach Kelly not as a crusading hero nor a controversial villain, but as a human being. "You can't tell a story like this if you're not empathetic," she says. "You don't have to be sympathetic, but if you don't understand or you're not willing to for a second stand in their shoes, you can't tell this story."

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Bombshell (2019 movie)
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