Actress, born May 5, 1958, in Topeka, Kansas, to A. Grant Bening, an insurance salesman, and Shirley Bening, a church singer. The youngest of four children, Bening has two brothers and one sister. The family grew up in San Diego, where Bening completed studies at Patrick Henry High School in just three years. Bening was studying drama at a San Diego college when she got a job as a dancer in The Green Show outside San Diego's Old Globe Theatre. This experience led to a walk-on in a Shakespeare production and several plays with the San Diego Repertory Theatre. She moved to San Francisco to attend San Francisco University. After graduation, Bening was accepted by the American Conservatory Theatre where she trained and later joined the acting company. Bening moved to New York where she earned a Tony Award nomination and won the Clarence Derwent Award in 1986 for Outstanding Debut Performance of the Season for her work in Tina Howe's Coastal Disturbances. She made her film debut in The Great Outdoors (1988), a forgettable comedy starring Dan Aykroyd and John Candy. The following year, she brilliantly portrayed the Marquise de Merteuil in Milos Forman's Valmont (1989), attracting the eye of director Stephen Frears who had released Dangerous Liaisons -- his own version of the same story -- just six months before. Frears cast Bening as a young hustler in his stylish film noir, The Grifters (1990). Although Bening's nude scenes got the lion's share of publicity, the film and Bening's performance were critically acclaimed. She earned a Best Supporting Actress nomination for the role, as well as a National Society of Film Critics Award as Best Supporting Actress. Warren Beatty was so impressed that he sought her out for the role of Virginia in Bugsy (1991). During the making of that film, Bening and Beatty fell in love. After her divorce from first husband J. Steven White became final in 1991, she married the previously commitment-phobic Beatty in February 1992. Bening took a three year break from her acting career to settle down with Beatty and start a family. When she returned, she co-starred with Beatty in the 1994 remake of the 1939 tearjerker, Love Affair. She gained notice as a comedic performer in The American President in 1995 with Michael Douglas, and portrayed Queen Elizabeth in Ian McKellen's adaptation of Shakespeare's Richard III (1995). Bening joined the wacky ensemble cast for Mars Attacks! in 1996.