She walked downstairs and there he was, staring at her. He stepped toward her, examined her face: concealer, mascara, rouge.

“Take it off,” Bradley Cooper told Lady Gaga.

She noticed something in his hand. It was a makeup wipe. With it, he erased the colors from her forehead down to her chin.

This is the woman Cooper wanted in his film, “A Star Is Born.” Not the pop star masked with face paint and headdresses and hairpieces. Just Stefani Germanotta. “Completely open,” he said. “No artifice.”

Until that moment in 2016, during a screen test in her home, Gaga didn’t realize how much she wanted the part – one played by Janet Gaynor, Judy Garland and Barbra Streisand before her. And to get it, she was going to have to “completely let go and trust” Cooper. She couldn’t be that girl from the Lower East Side who spent hours doing her makeup before her gigs. She had to let the camera zoom in on her face wearing lip balm and eight-hour cream and nothing else.

“It put me right in the place I needed to be. When my character talks about how ugly she feels – that was real,” Gaga recalls. “I’m so insecure. I like to preach, but I don’t always practice what I preach.”

Gaga is sitting in the living room of her Malibu home – a $23-million, 6-acre estate with a two-lane bowling alley, dressage ring and safe room – just days before flying to Italy for the world premiere of “A Star Is Born” at the Venice Film Festival. The movie, Cooper’s directorial debut, is the fourth big-screen version of the story. In this latest take, to be released by Warner Bros. on Oct. 5, Cooper stars as Jackson Maine, a rock ‘n’ roll star struggling with drug and alcohol addiction when he meets Ally (Gaga), an aspiring singer who becomes his creative muse and girlfriend. As her career takes off, his demons threaten to sabotage their happiness.

Although she’d already won a Golden Globe for her performance on “American Horror Story” and performed on some of the world’s biggest stages, Warner Bros. wanted Gaga to audition to play Ally.

“That was the studio – a former executive at Warner Bros. who wasn’t convinced Gaga should get the role,” said Bill Gerber, a producer attached to the film since 2007, when Clint Eastwood was set to direct it. “Bradley believed in her, and Warner’s was generous enough to budget a proper screen test. It wasn’t unanimous until we did the test, and when they saw it, it took them seconds to say yes.”

Gaga said she understood why the studio wanted to test her, noting that some people “don’t really know what I look like.” Anyway, naysayers fuel her: “I’m totally that girl that’s like, ‘Bring it. I’ll show you.'”

At 17, after studying at the Lee Strasberg Theatre & Film Institute, Gaga was admitted to New York University’s prestigious Collaborative Arts Project 21, a musical theater conservatory and off-Broadway theater company. But she didn’t thrive there. She wasn’t getting auditions, and the ones she went on went poorly. After a year at NYU, she dropped out. “I was frustrated with the system,” she says, “so I decided to go off on my own and pay my own rent, work three jobs, make my own music, and record in my apartment.”

It’s somewhat difficult to envision that version of Gaga as she perches on the edge of her couch, back erect, still wearing the black Alaïa dress and stilettos she put on for a photo shoot earlier that afternoon.

An assistant walks into the living room to offer bottled water. Also floating around Gaga’s house: her manager, Bobby Campbell; a member of her publicity team; and her mother, Cynthia Germanotta, who is visiting from New York. Gaga’s French bulldogs are outside on the patio, which overlooks the Pacific, and whine occasionally at the glass sliding doors.

All of this is being watched from afar by cameras over in the barn, which houses both Gaga’s horses and members of her security team, who hold cellphones for guests while they are inside the residence.

To play Ally, Gaga tried to distance herself from all this. She remembered the little girl who grew up obsessed with Garland and watched the Oscars wrapped in a gown made of blankets, accepting a fake Oscar on a crate in front of her television. And she thought a lot about how she came up in the music industry when – just like her character – she was told she had the right sound but not the right look.

“I never cried, but I would just hold on to my records for dear life and say, ‘You’ll pry them from my cold, dead fingers,'” Gaga recalls of her early conversations with music executives. “What made things easier for me is that I wrote my music, so I didn’t have to beg for songs or for anyone to help me. I did it myself.”

For Ally’s musical performances – some of which were filmed between Gaga’s two headlining gigs at the 2017 Coachella musical festival – she decided to tone things down. She wouldn’t grit her teeth or shout at the audience. And she tried to hone in on the character’s depression, focusing on how close Ally was to giving up her dreams before meeting Jackson.

“What’s different from Ally than me is that when I wanted to become a singer, I hit the concrete running,” she says. “I was dragging my piano from dive bar to dive bar to play music. I was calling people, faking being my own manager to get gigs. I really believed in myself that I could do this and that I wasn’t going to stop until I made it. … The truth is, when we meet Ally, she’s given up on herself. And that’s very different from me. I just wasn’t overwhelmed by the odds. If we were not sitting here today and I hadn’t sold as many records as I have, I’d still be in a bar somewhere playing the piano and singing.”

Acting coach Susan Batson, who has trained Nicole Kidman and Juliette Binoche, worked with Gaga. She was “almost beyond professional,” Batson says. “It was her first (leading role), but you would have never known it, and I think that has something to do with the fact that she’s done so much performing already. The Lady Gaga that the public knows? They won’t see her.”

Getting comfortable on set, Gaga admits, took time. She turned up for the first day of shooting with her lines memorized, but when Cooper came on set to join her in a scene, he started off by saying a line that wasn’t in the script. He was trying to get Gaga to loosen up, but she didn’t understand and responded by saying the same line over and over again.

“Finally, he said, ‘Are you OK?’ And then I started crying,” she says. “Then I got that out of the way and then we did the scene. I had to let go of the words.”

The two soon bonded during production, developing a shorthand on set. If Cooper wanted Gaga to evoke warmth, he’d whisper “Tony,” knowing she’s close to singer Tony Bennett and that whenever she thinks of him she gets “a certain feeling of love.” If Cooper needed her to focus, he’d say things like “ninja” or “assassin.”

“Her learning curve was insane, just from the first day to the second day,” Cooper says. “Everybody already knows that she’s got a God-given talent as a singer, and she was able to utilize that plutonium to act. If this is something she wants to pursue, I will just have been lucky to have been part of her story as an actress.”

Gaga also helped inform Cooper’s musical performance. She wrote a handful of songs for the movie’s soundtrack and in the studio answered his questions about the logistics of what goes on backstage during a big concert. She was also candid about her experience with drugs, sharing how readily available substances were to her after she became famous.

“There was a buffet of options,” Gaga says. “It’s very lonely being a performer. There’s a certain loneliness that I feel, anyway – that I’m the only one that does what I do. It feels like no one understands. The urge to use is because you’re searching for a way to quell the pain. When I first started to perform around the country doing nightclubs, there was stuff everywhere, but I had already partied when I was younger so I didn’t dabble. I was able to avoid it because I did it when I was a kid.”

As “A Star Is Born” embarks on the fall awards circuit, Gaga says she’s proud of her performance because she “gave it everything.” After canceling a slew of concerts this year because of her fibromyalgia, she’ll return to the stage Dec. 28, launching a Las Vegas residency. She’d like to do more acting, but not just “for the sake of being an actress. I want to tell great stories that pull from real places inside of me, from real pain, from real emotion, from my real life.” Gaga does have a gift for accessing her emotions. When the conversation turns to how she finally began to feel beautiful her eyes fill with tears.

“To be honest, I think what makes me feel beautiful is when I see happiness in my fans,” she says, her voice choking. “When I see or hear from them that the music that I’ve made has changed their life in some way, that’s what makes me feel beautiful. Because this is just the outside, you know? I could be in a million movies and put out a million songs and everyone could say, ‘She was so beautiful,’ but that’s not really what I want. I want them to say, ‘I saw that movie and I cried my eyes out and I learned something about myself.'”

Related Stories