Emily Watson hasn’t made her name playing traditional roles, so it should come as no surprise she injects even a Victorian spinster with typical gumption.

“It was very nice to be playing a really cracking, opinionated woman,” Watson says of her character Millie in “Miss Potter,” which opens Friday. “She reminds me a bit of me when I was 14, you know — slightly belligerent and outspoken.”

Not that she sought out the role as the best friend of Beatrix Potter, played by Renée Zellweger, in the “Peter Rabbit” author’s biopic, directed by Chris Noonan of “Babe” fame. At the time, Watson’s daughter, Juliet, was only three months old.

“I said, ‘Absolutely no way. I’m not making a movie. Tell them to go away,'” remembers Watson by telephone from her home in Bermondsey in southeast London. “But they kept coming back. I turned it down two or three times, but then, because it was Chris Noonan, whom I am a great fan of, I said, ‘OK.'”

“I dreamed of Emily as Millie even before I had secured Renée as Beatrix,” admits Noonan of the pivotal character, who not only encourages the children’s author to seek artistic and personal independence but also aids her secret engagement to her publisher and Millie’s brother, Norman Warne (played by Ewan McGregor).

“I knew that I needed a feisty, confident Millie who wouldn’t turn to clichés, which would be boring. Emily has always surprised me because she rarely chooses the safe route to a character,” says Noonan, adding, “With the movie set in formal and musty Victorian times, I needed Millie to be the antidote to that restraint, and Emily seemed to me to be the perfect candidate.”

Packing her new family off to the Isle of Man for the shoot, Watson says, “was fantastically galvanizing, because if you’ve got children, there is a stage where it’s impossible to get dressed before four in the afternoon, and I was thinking, ‘I’m never going to leave the house again.'”

Not that she got that dressed up to play Millie. “It was very deliberate,” explains Watson of her unkempt appearance onscreen. “She doesn’t give a toss. But also, I’d just had a baby. The first thing I said to Chris was, ‘OK, I’ve made a very strong character decision — I’m going to play it plump.'”

This story first appeared in the December 28, 2006 issue of WWD.  Subscribe Today.

Watson claims her acting motivation for the film was “very much, ‘OK, are we done now?'” But Noonan vows the star of “Breaking the Waves” and “Punch-Drunk Love” is a director’s dream. “Emily is superintelligent and truly collaborative,” he attests. “She’s never selfish or showy, and she also supports the other actors in realizing their characters.”

Speaking about the acting process, Watson says, “It’s different every time you do it. Renée clearly went through a process of total immersion” — Zellweger reportedly remained in character for the entire shoot — “and was living, eating, breathing Beatrix Potter for a long period of time, and it was coming out of every pore of her. I had other fish to fry.”

Such pragmatism is one reason Watson, who will be 40 in January, isn’t drawn to the sparkling lights of Tinseltown. “It’s such an effort, all that glamorous stuff,” she says.

And facing another whirlwind awards season (she’s been nominated for two Best Actress Oscars in the past), Watson is just as outspoken as Millie might have been. “It’s a huge compliment to your work, but it’s also a big machine and everyone can see it,” she says. “That’s how the film world operates, isn’t it? That’s how you break your movie out — get it awards and get it noticed.”

Beyond next year’s “The Waterhorse” (another film for which she packed up Juliet and husband Jack Waters, this time for a four-month adventure in New Zealand), she doesn’t have anything on her agenda — but that’s no cause for worry. “It’s nice to be having some real proper downtime and going off to play group every day,” says Watson. “We go to musical movement, and we go to baby gym. That’s my life at the moment, and I’m loving it.”

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