How Pedro Rescued Penelope

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Whatever he says, Almodóvar sounds awfully fatherly when he describes watching Cruz in her first English-language roles. "She was the first Spanish actress invited by Hollywood to come here and make a movie," says Almodóvar. "I felt very proud. And at the same time, I was frightened." Cruz was soon cast in seemingly can't-miss projects: Billy Bob Thornton's first post-- Sling Blade directing effort, a 2000 adaptation of Cormac McCarthy's All the Pretty Horses, and Cameron Crowe's 2001 Vanilla Sky, a remake of a Spanish film Cruz had starred in. Forced to utter absurd lines like "Every passing minute is another chance to turn it all around," Cruz somehow became the girl of co-star Tom Cruise's dreams in Sky and his first post--Nicole Kidman girlfriend in real life.

Then there was the small part opposite Johnny Depp in Blow and a supporting role as Halle Berry's ranting psychiatric patient in Gothika. When a prison movie starring Halle Berry and Penélope Cruz can't find an audience, well, there's really something wrong. "I think she was not very lucky at the beginning because the projects she chose didn't meet the level of expectation everybody had, including myself," says Almodóvar.

Authentic and charming in her own language, Cruz became self-conscious and mousy in English. In 2005's Sahara, she played a doctor searching for a lost Civil War ship in, yes, the Sahara. (And you thought the pregnant nun was far-fetched.) Sahara was yet another wretched film that led to another high-profile offscreen romance for Cruz, who ended up dating co-star Matthew McConaughey for two years.

"I never want to sound ungrateful to the opportunities I get here," Cruz says. "But women are still a bit suppressed and invalidated in this industry in this country. I feel like I get healthy when I go back to Europe and work where it's more equal." Which brings us back to Almodóvar's world, one in which women dominate. Volver took Almodóvar six years to write. When he started, he envisioned Cruz in the smaller part of the daughter. As time passed, "I suddenly felt that I wanted something bigger," he says. "I thought, Why not make her the mother?" So Almodóvar gave his modern-day Loren a disheveled up-do, some thick black eyeliner, that butt and a feminine character who gets to range from fragile to furious. Cruz balances screwball humor and a little vulgarity (there are fart jokes) with a screen-goddess glamour that can't be faked. "Pedro says I have a dark side," Cruz says, "and I know he does. Maybe that's another thing that connects us. I never feel completely safe next to him." Almodóvar and Cruz interrupt each other constantly, sometimes in Spanish, sometimes in English. "I feel like a couple who are friends, but they could be more," Almodóvar says. "They are in that level where they can go another step. It can go on forever."