Annette Bening says Warren Beatty’s intelligence was 'biggest aphrodisiac’

Annette Bening is still smitten with husband Warren Beatty after all these years.

Bening, 65, recalled first being infatuated with Beatty’s mind upon meeting the actor to play a role in his highly anticipated 1991 film, "Bugsy."

During an appearance on "The Drew Barrymore Show," Bening said Beatty’s intellect was initially what drew her to Warren.

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Annette Bening says husband Warren Beatty's intelligence is an "aphrodisiac."  (Christopher Polk)

"He was making this movie. So, they hired me to play the woman in the movie, and, yeah, we fell in love," she told Drew. When Barrymore asked if it was a "love at first sight" situation, Bening laughed and claimed that's exactly what Warren thought.

"So, for me, I have to be honest," Bening explained. "I was going to meet him, and he was incredibly intelligent. That was honestly the most — [that was] the biggest aphrodisiac," she said. "Funny and super smart. Now, he is also very handsome."

"That doesn't hurt. He's not Warren Beatty for nothing," Barrymore added.

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"It didn’t hurt," Bening agreed. "I thought, ‘Wow, this is quite a guy.’"

Annette Bening and Warren Beatty celebrated their 31st wedding anniversary in March. (Stefanie Keenan)

Bening had previously starred on Broadway and made her film debut in "The Great Outdoors" with Dan Aykroyd and John Candy but caught Beatty's eye for her role as a con artist in the 1990 flick.

Beatty's long anticipated passion project was coming to life and needed a star, and he cast Bening as Virginia Hill in "Bugsy" after remembering her audition from another Beatty favorite, "Dick Tracy."

He reportedly told director Barry Levinson, "She's terrific. I love her. I'm going to marry her."

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The couple will celebrate 32 years of marriage in March and have four children together.

Beatty was smitten with Bening when first meeting the actress in the early '90s. (Vinnie Zuffante)

"I think marriage is like the greatest thing and the greatest challenge to really make it all work and to stay together, and that is the thing that I am so, so proud of with us," Bening said.

She faced a difficult decision shortly into their relationship and chose family over her rising career in the early ‘90s. Bening was set to play Catwoman in Tim Burton’s "Batman Returns" but dropped out of the film after becoming pregnant with her first child with Beatty.

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Michelle Pfeiffer got the role and starred alongside Michael Keaton, Danny DeVito and Christopher Walken in the anti-hero movie.

"It's a great part. I'm very flattered that Michelle Pfeiffer is doing it, and I'm sure she will be terrific," Bening told Entertainment Tonight in 1991. "I loved the role. I loved the script, but it was really no contest in terms of what was more important to me."

Pfeiffer starred as Catwoman in "Batman Returns," Tim Burton's screen adaptation of the popular comic book superhero's story.  (Warner Bros. Pictures/Sunset Boulevard/Corbis)

During an appearance on "The Tonight Show Starring Jimmy Fallon," Pfeiffer admitted she got the role only after Bening dropped out. 

"Someone was cast before me," she said. "Annette Bening, who’s wonderful … and then she got pregnant. Awesome! And then I got the part … I got the part." 

Pfeiffer said she has "this weird synchronicity with Annette Bening" during a sit-down with Interview Magazine in 2017. 

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"I was supposed to do ‘Bugsy.' I fell out of that. She did it, so she met Warren [Beatty]. That wouldn’t have happened," Pfeiffer said. "And then she was supposed to do ‘Batman Returns.' She fell out of that. I replaced her. So, we’re always kind of tag-teaming."