Ten years ago, Naomi Watts was a struggling Hollywood actress.

In 2001, she caught her big break—in David Lynch’s Mulholland Dr.—playing a struggling Hollywood actress. And immediately following her breakthrough role, she took on the role of producer-actress alongside her friend Scott Coffey to make Ellie Parker, playing—what else—a struggling Hollywood actress.

Watts doesn’t struggle anymore. The English-born, Australian-raised Oscar nominee now enjoys the privilege of being choosy. With the exception of the birth of her two sons with fellow thespian Liev Schreiber (her co-star in 2006’s The Painted Veil), having her pick of roles from atop Hollywood’s A-List has been the biggest change over the past decade. Unlike other actresses who drown in the pressure of suddenly becoming in-demand, Watts has chosen her parts carefully.

Though she’s worked on big-budget films like The Ring and King Kong, Watts’ greatest acclaim has come from her roles in smaller, independent films with a who’s who of talented directors, including (of course) David Lynch, James Ivory (Le divorce), Alejandro González Iñárritu (21 Grams, for which she received an Academy Award nomination for Best Actress in 2004), David O. Russell (I Heart Huckabees), Marc Forster (Stay), David Cronenberg (Eastern Promises), Michael Haneke (Funny Games) and Tom Tykwer (The International).

The daughter of Pink Floyd sound engineer Peter Watts, who passed away when Naomi was a child, and set and interior designer Miv Watts, creativity is likely in her genes. (Her brother, Ben, is a well-known photographer who has shot for the likes of Vogue and Elle.)

Just as her stock in the film industry has risen, so has Watts’ reputation as an actress who is unafraid to take on extremely challenging characters, all the while infusing them with her specific brand of vulnerability. Case in point: Rodrigo García’s upcoming Mother and Child.

For writer-director García, who has a rare talent for writing compelling female-centric stories that are anything but chick flicks, it’s been a film 10 years in the making.

“When I’m writing, I try to have actors in mind,” says García, whose previous works include Things You Can Tell Just by Looking at Her, Ten Tiny Love Stories and Nine Lives. While his references for Mother and Child have changed over the decade, “A couple of years before we started production it got in my head that Naomi would be the perfect Elizabeth and that never changed—I could never shake it.”

Iñárritu, the film’s executive producer, was one of the first people to read García’s script. “He liked it and said he’d help me get it off the ground. I told him the best way he could help would be to get the script to Naomi.”

The film intertwines the separate stories of three very different women, each at different points in their lives, careers and attitudes toward motherhood. At its heart, it’s about the role a woman’s relationship to her mother plays in her life—whether that relationship is good, bad or somewhere in between.

Watts plays Elizabeth, an attorney whose professional accomplishments help to mask her lack of any personal connections. Unable to process the intimacy that comes along with close relationships, Elizabeth instead immerses herself in her work and a series of brazen, no-strings-attached sexual encounters. When she feels any of the self-constructed walls she has built starting to crumble, she simply leaves without a word.

“I think she can play the high vulnerability but also that sort of steely, controlling aspect of Elizabeth,” says García of why he wanted Watts—and only Watts—to play the character. “I’ve seen her do bold work and I think some bold stuff was required for this role, not just with Elizabeth’s nasty behavior but with her sexual behavior, which isn’t explicit but is very particular.”

Watts—who had given birth to her second son less than two months before production began—plays the role of this seemingly untouchable woman with an unnerving rawness.

García, who admits that he’s reluctant to give too much direction “or talk about how a character should be played because I feel that directing too soon squashes an actor’s creativity,” left the discovery of the character up to Watts. “She was okay with that; I think that’s how she likes to work. I’ve never asked her how she approached Elizabeth—what her door to Elizabeth was—and when I’m away from her, I always think, ‘I’m going to ask her,’ just to be curious. But when I’m with her, I don’t want to know. I don’t want to spoil the magic.”

After taking a year off following the birth of her first son, 2010 is revving up to be a busy—and buzzy—year for the 41-year-old.

In addition to Mother and Child, which hits theaters on May 7th, she’ll appear alongside Josh Brolin in Woody Allen’s You Will Meet a Tall Dark Stranger in September and then play CIA agent Valerie Plame in Doug Liman’s Fair Game. MM spoke with Watts from the set of yet another new film, Jim Sheridan’s Dream House, co-starring Daniel Craig and Rachel Weisz.

Jennifer Wood (MM): What attracted you to Mother and Child?
Naomi Watts (NW):
The very first read, I just loved it. I thought it was a really beautiful story about three complicated women addressing issues of being a mother, wanting to become a mother, running away from mothers and how they all kind of link up. Initially, I said to Alejandro [González Iñárritu], ‘God, I love this so much. I really want to play Karen [Annette Bening’s character].’ They actually considered it.

MM: And then they did the math?
They did do the math. Elizabeth had to be quite deep into her career, so she couldn’t be anything younger than 35. That’s not so big of a stretch. (laughs) We were supposed to make the film and then I found out I was pregnant. We were going to make it work so that it was before I was really showing, but it was that pre-SAG strike time and everyone was nervous about whether it would actually happen. So they kind of pulled the plug and then said, “We’ll wait for you.”

I had my baby in December but, meanwhile, Rodrigo [García] and Xavier Pérez Grobet, the cinematographer, came over here in November and they stole the whole shot of me and my belly.

MM: That’s so funny, because when I watched that scene, I was wondering, “Who did the make-up for this movie?”
That’s the thing. When does a prosthetic belly ever look good? Particularly on a low-budget film, all we’ve got is a dime to spend, so we’re not going to get anything good. So Rodrigo and Xavier jumped on a plane and just shot it. It’s kind of a memorable moment.

MM: I can imagine. And your son’s first on-screen performance, too.
Oh, definitely. I have this little trick that if you drink ice water, it wakes your baby up, so that you get movement. The epitome of stage mothers. (laughs)

MM: So you ended up shooting the film just a couple months after you had your baby?
Yeah, it was quite early. He was eight weeks old. I had him December 13th and I think we shot in February.

MM: How did the freshness of that experience help or hinder you in really getting into character?
Much of Elizabeth is being the opposite of a mother, and then suddenly she comes into her own. So it was an interesting time. I was nursing at the time as well, and I was sort of in that stage, but it was fun to go to work.

I had taken a year off before I became pregnant, just to be with my son, Sasha. I was excited to do this, particularly when it was going to only be 10 days of filming, so it was pretty easy to do.

MM: Are you somebody who inhabits a character 24/7 or are you able to shut it off pretty easily at the end of the day?
When you’re a mom, I think you have to shut it off. (laughs)

MM: Has being a mother changed your film selection process at all? Do you look at scripts from a different perspective, or approach your characters in a new way?
I don’t think my style or my tastes have changed. But, yes, certainly my first questions are ‘Where does it shoot?’ and ‘For how long?’ Those have always been things that would factor in, but they weren’t necessarily the first things I would think of.

MM: Do you ever think about, “Wow, my kids will see this.” Does that play a factor?
Yeah, I’ve just now started thinking about how pleased I am that I did King Kong. It’s really the only film that they will be excited about.

MM: So you won’t be showing them Funny Games anytime soon?
No, but you know, people say, “Would you have chosen that now? Do you regret doing it?” I don’t regret doing it. I had an incredible experience working with Michael Haneke. He’s just an extraordinary filmmaker, and one of film’s great teachers. I think what he was trying to do is really interesting and, although it comes across as violent, it is not exploiting violence. Obviously I wouldn’t want them to see it for a very long time. But, by the time they’re 18, if they want to see it, I hope they understand the reasoning behind my choice.

MM: We interviewed Michael Haneke when Funny Games came out and he said that when the studio approached him about making the film, he said there were only two ways he would make it: If it were a shot-by-shot remake and if you were the star. It’s certainly polarizing. I personally think it’s an amazing film, but you either love it or you hate it.

MM: More so than most actresses in Hollywood today, you’re really not afraid to take chances with your characters, to portray these very complex women and really go to dark places—even just looking at Mulholland Dr., Funny Games and Mother and Child. Where does this fearlessness come from?
First of all, I think film is a director’s medium, and I place a lot of trust in the filmmakers that I work with. Luckily since Mulholland Dr., I’ve been in a position where I have the luxury of being able to pick and choose a little bit. So you look at the script and you know that filmmaker and you just say, ‘Yeah, I’m going to do this because I trust this director and I love the script and I’m going to throw myself into it.’ I find it much easier to be fearless in my work than in my real life.

MM: That’s probably true for a lot of people. What’s the ideal relationship like for you with your director?
It’s someone who you trust and it’s reciprocal. I really like to be pushed by a director and I think I have pretty good instincts. But I can get caught in a rhythm or a plan that I think is right, so I love it when a director shakes me up and pulls me out of that and throws me on a different course altogether. Someone who’s willing to try and go in all different directions.

With David Lynch, I swear, there were times when I was doing those scenes where I thought, ‘This could possibly not only be my worst performance, but the worst performance that ever went recorded on film.’ (laughs)

MM: What made you think that?
It was so heightened and stylized. He kept saying, “Be more excited. You’re just so happy.” For instance, the scene where I’m arriving in Los Angeles. And I’m like, ‘How can I be more excited? I’m still a woman! I’m not a 3-year-old eating ice cream for the first time! How can I do this and still be like a human being?’ (laughs) That’s what he was doing. But I just trusted him and kept giving him what he asked for—or tried to keep giving him that.

MM: Do you watch your performances or do you not like to see the finished film?
No, I do. I watch it once. But I’m never able to get lost in the story. What I do is watch the other people who are watching the film; I find that I’m able to read them and feel them feel it better than I can connect with it myself.

MM: That’s interesting. When you read a script, do you know right away if it’s something you want to do?
Sometimes, but not always, no.

MM: Has there ever been a time when someone sort of urged you to look beyond your initial gut reaction or pushed you to do something you weren’t 100 percent on?
I was definitely not sure about The Ring. In fact, it took a lot of coercing. And thank god I did it, because that really opened up things for me, even though Mulholland Dr. did, too. I was so nervous about doing it…

I mean, it was obviously a commercial film. I didn’t know it was going to be so cool and smart and just flow. My agents really pushed me into doing that. I was nervous about just having all that great success on Mulholland Dr. and to then suddenly throw myself into something that could be a total sell-out.

MM: If you could make a movie that has a great script, a great director or a great co-star, but not all three, which would you choose?
Great director, definitely. Because a great director can elevate mediocre material and can get a good performance out of an average actor.

MM: What would you say is your biggest strength as an actor?
God, I feel like that’s a question for somebody else—a director who has worked with me. I get hired a lot to play the woman who’s on the verge of losing her mind. (laughs) I think that’s fair to say.

MM: A lot of women talk about how there are no great roles out there, but you always seem to find these really strong, very unique female characters. Do you think it could be a matter of roles for women in Hollywood? Are independent films the answer?
Well, I don’t think of it or approach it in such a calculated way. Honestly, I don’t think, ‘Oh, I must do this because it will afford me that.’ I think of the project at hand and does it speak to me? Sometimes it’s an independent film with an intimate nature and sometimes it’s a bigger movie as well. I’m not so strategic about it.

MM: Going back to Mother and Child: Elizabeth, your character, is really this trust-no-one, walls-up kind of person. Were you able to relate to her in any way?
Yes and no. I certainly don’t live with the same level of control as she does. She’s obviously a woman who has been badly, badly hurt and the only way she can exist is if she’s on top of her world and everything is within her control. She survives quite well within that structure. My life is nothing like that; I’m a very spontaneous person.

MM: Do you find it necessary to relate to all of your characters in some way or is it freeing to take on a character that is nothing like you?
I find it freeing to play a character who is nothing like me.

MM: You said you only shot for 10 days. How much rehearsal did you do ahead of time?
Nothing. I got there about a week before we started shooting, which I’m happy to do because I have a house in L.A., and I just got settled. We did a read-through. Rodrigo is a brilliant director, and obviously a great writer; he spends a lot of time thinking and talking about a movie. He’s got a great eye for detail. Most of it was just, “Let’s do the scenes on the day.” He really gave us a chance to spend time on each scene, because it’s not too elaborate in the way he’s setting up the camera or anything like that.

MM: Do you like a lot of rehearsal or do you like to go in pretty raw?
It depends. It’s case-by-case. I think there are times when it requires a lot of rehearsal, but I prefer not to talk too much. Generally speaking, I do preparation myself before every project. When I say “myself,” sometimes I’m working with an acting coach and breaking down the script and looking at the arc and working out the trajectory of my scenes. I also think you have to be able to throw all of that out the window and see what happens on the day. Be open to anything that can occur. I don’t want to get trapped in a prepared choice that works for me and no one else.

MM: In 2001, you produced your first project, the short version of Ellie Parker, which you expanded into a feature a few years later. What made you decide to take on the role of producer?
Basically, I made that with my friend a long time ago. Actually, it was after we shot Mulholland Dr.—he had a small part in Mulholland Dr.—and before The Ring. So we made a short film and entered it into Sundance and we got in and got a lot of attention, mainly because we were literally accosting people on the street. We made these funny little gift packages with T-shirts with one of the lines which was, “I fucked it good.” (laughs) We were very provocative and were accosting people in the street saying, ‘Please come to our screening!’

MM: You’ve produced a few other films since then, which you’ve also acted in. What benefit does being a producer give you that simply being an actor on a project doesn’t?
It becomes more of a collaboration, and your voice is very much a valued opinion. I think I’ve produced three or four things now. It is an additional workload of being involved in all those creative choices, but will I do it again? Yes, absolutely.

MM: Would you like to go even further in the process, and write or direct?
I would love to. I don’t know if I have the talent for it. I always wished I could write and have ideas, but I’m just not disciplined enough. Maybe there will come a time.

As far as directing, I would love to. I just don’t know that I could deal with making 100 decisions every single day, and that’s what it takes; I am terrible at making three decisions in a day, much less that many. But producing I like, because I feel like I have good instincts about material and I like putting people together.

MM: When you look back to almost a decade ago, to Mulholland Dr., how has your life changed the most?
Having children has been the biggest change. In terms of my career, I’m not someone who has to accost people on the street anymore. (laughs) Just getting sent the quality of the material that I do get sent.

MM: Speaking of your kids: Having two prominent actors for parents, would you be happy if they chose the same career?
Would I be happy? I’d say there’s a 50 percent chance that at least one of them will want to get into our profession and it’s not going to happen anytime soon. By the time it does, I’m sure they’ll be committed to that dream and I would never discourage anyone from pursuing their dreams. And it’s a pretty great profession.