Annette Carol Bening was born on May 29, 1958 in Topeka, Kansas, the youngest of four children of Shirley (Ashley), a soloist and church singer, and Arnett Grant Bening, an insurance salesman. She is of German and British Isles ancestry. Her family moved to California when she was young, and she grew up there. She graduated from San Francisco State University and began her acting career with the American Conservatory Theatre in San Francisco, eventually moving to New York where she acted on the stage (including a Tony-award nomination in 1987 for her work in the Broadway play "Coastal Disturbances") and got her first film roles, in a few TV movies.
As is so often the case, her first big-screen role was in a forgettable movie, The Great Outdoors (1988), in which she had little screen time. However, her next work onscreen was in Milos Forman's Valmont (1989), a film adaptation of Choderlos de Laclos' "Les Liaisons Dangereuses". Unfortunately, de Laclos' story had also just served as the source of a more Hollywoodized and successful movie version, Dangerous Liaisons (1988), which had been released the previous year, and Foreman's treatment went little noticed. Bening's career turned an important corner the following year when she co-starred with Anjelica Huston and John Cusack in Stephen Frears's powerful, entertaining screen adaptation of Jim Thompson's novel The Grifters (1990), and her artful turn as a con artist gained her the first of several Academy award nominations. On the strength of this performance Warren Beatty cast Bening as Virginia Hill, Bugsy Siegel's fiery actress moll, in his Bugsy (1991), the story of Siegel's founding of Las Vegas. Although the movie itself did not fare well, it resulted in a relationship with Beatty which led to Bening's pregnancy and then her marriage to Beatty in 1992 - it was the second marriage for Bening, who had been separated from her first husband since 1986 but did not finalize her divorce until 1991. The couple then collaborated on the extravagant flop Love Affair (1994), though the next year her career rebounded with her turn as Queen Elizabeth in the highly-regarded 1995 production of Richard III (1995). Notable performances have since included an obsessive, pushy real estate agent in American Beauty (1999), and as the eponymous character in István Szabó's screen adaptation of the W. Somerset Maugham novel Being Julia (2004) - both were duly noted by the Academy, with Oscar nominations.