Penelope Cruz with Yohana Cobo in a scene from Pedro Almodovar's "Volver." The movie is about "the culture of death" in La Mancha, Spain, says Almodovar.

Oscar speaks with a foreign accent this year, and Penelope Cruz is proof of that.

She was nominated this week for Best Actress for "Volver," which puts her in the classy company of Helen Mirren, Judi Dench, Meryl Streep and Kate Winslet.

"Volver" writer-director Pedro Almodovar and Penelope Cruz. Click photo for larger image. Related review "Movie Review: Volver" Listen In: Hear excerpts from comments by Penelope Cruz and Pedro Almodovar about "Volver" at the Toronto Film Festival: Cruz, on first encountering the movie script Cruz, on tackling difficult scenes under director Almodovar's watchful eye Cruz, on striving to please Almodovar Almodovar, discussing his supervision style on the set and his inspiration for Cruz's character

Cruz, competing with the same quartet for a Screen Actors Guild Award on Sunday, is the only one to deliver her dialogue in Spanish, although she owes her character's look to Sophia Loren, Anna Magnani, Claudia Cardinale -- and even "Tootsie."

The 1982 comedy in which Dustin Hoffman masqueraded as a soap-opera actress inspired Cruz's padded posterior, designed to help the slender Spaniard look like a mother who is exhausted and literally dragged down by work and grave personal problems.

In Pedro Almodovar's "Volver," now playing in Pittsburgh, Cruz plays a daughter-sister-mother-wife dealing with the sorts of winds that can drive a person mad and ghosts of all kinds, both in the form of her dead mother and some long-buried family secrets.

Writer-director Almodovar says his film is about "the culture of death in my native La Mancha" region of Spain, where the living tend to their own graves years before they need them, and customs and conversation keep the dead alive.

More than five months before Cruz's name would be announced on Oscar morning, she had nothing but praise for the process and the picture (the title loosely translates to "coming back"). She and Almodovar met the media at the Toronto International Film Festival, where the movie had its North American premiere and where the awards buzz began.

Almodovar, who won the 2002 screenwriting Oscar for "Talk to Her," initially gave Cruz half of the script, which she devoured during a plane ride. It whetted her appetite.

"I had to wait for a week to read the second half, and I couldn't think about anything else, of course. I would call him every day, 'When are you giving me the rest of the pages?' and I felt it was the best script I ever read. I completely fell in love with the character and everything in the story. I felt it was better than my dream. It was so perfect," Cruz said.

Almodovar also gave her a rare luxury: a three-month rehearsal process.

"That has never happened before in my career, and it's a very addictive thing because you can try everything," said Cruz, 32, a native of Madrid. "You can make mistakes, you can try different accents, you can talk about the scenes for months before you stand up and do the scene with the other actresses."

The extensive preparation meant the actors were so comfortable they could step into any scene on any day. "It's like the best thing that can happen to an actor because you get to the place when you go to the set to start shooting the first day, already you build the whole thing. You know who that person is," she said.

Her character, named Raimunda, is a hard worker, cooking, doing laundry and then catering for a living while her unemployed husband stares at the TV and lecherously watches her teenage daughter undress. "We're a poor family and we live like one," an exasperated Raimunda says.

Almodovar, who oversaw all details on the set no matter how small, had several actresses in mind when creating Cruz's look. He borrowed from the strong Italian women of the mid-1950s and early '60s, especially Sophia Loren in "Yesterday, Today and Tomorrow."

"The way she walked, this kind of attitude, so strong, against life, against everything. I got always the feeling that a woman like that can really face every kind of difficulties, every kind of problems. They are very powerful, and the character of Penelope is a type like that," said Almodovar, who occasionally switched to Spanish and used a translator sitting at his side.

Loren and Magnani were the models for the slightly disheveled, piled-up hair, while Cardinale inspired the eye makeup. The low-cut tops and necklaces with the medals were designed to emphasize the breasts, as both a magnet for men and a reminder of motherhood, the director said.

Almodovar and the black-haired beauty had worked together on "All About My Mother" and "Live Flesh," but this time, Cruz was carrying the picture.

Her Raimunda is a miraculous combination of strength and vulnerability, a woman who could switch from anger to tears in seconds, he said. "In some moments, she became the little child who ran away from home with a big problem inside her."

Like his leading lady, Almodovar thought the rehearsal process allowed Cruz to get in "contact with the soul of her character," and to instinctively act like her. He pointed to a scene where Raimunda serves pastry and the sugary crumbs fall to the table and, without prompting, she sweeps them away just like a tidy homemaker might.

For darker moments, Almodovar's support was crucial, Cruz said.

"We knew he was 100 percent for us through the whole process. We felt a lot of vertigo with many of these scenes that were so amazing but really scary for us and really not easy scenes. To know that he was there, I could hear him breathing in so many of those scenes when I was terrified, and we didn't talk about it, but some days he knows we need him, like, a meter away from us."

At the same time, Cruz wanted to make Almodovar proud of her and never regret he had hired her. "It was my mission to go home feeling that he wasn't unhappy with what we did. It was really all I care about," she said, along with her family.

"For six months, I didn't read anything else, I didn't talk to agents, I didn't want to know about any other movie, I was in this battle with him. That's the way I like working. ... One hundred percent this kind of energy."

The battle is over and the war has been won.