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While filming alongside Ewan McGregor, 44-year-old Julia Roberts looked worlds away from the glamorous star we remember as Vivian Ward in Pretty Woman (1990).

Roberts was spotted shooting emotional scenes for August: Osage County in Bartlesville, Oklahoma, looking dramatically different with no makeup and dressed in plain, frumpy clothing.

On Set with Ewan McGregor
The actress and her co-star Ewan McGregor were hard at work on Thursday, filming an intense scene for the family drama. Roberts, who shares three kids with husband and cinematographer Daniel Moder, wore a simple white button-down over a cream top, paired with loose-fitting blue jeans. Her long brunette hair was left unstyled for the role.

She’s playing Barbara Weston, a woman trying to hold her family together after the disappearance of their alcoholic father. In one powerful scene, Barbara and Bill Fordham (McGregor) walk to a boat dock to identify a body found by the sheriff.

Emotional Performance
As the scene unfolded, Roberts burst into tears and collapsed into McGregor’s arms, devastated by what she saw. Her raw, emotional performance as Barbara captured the weight of the moment—but off-camera, the mood quickly lightened.

Between takes, Roberts was seen laughing and joking with co-star Julianne Nicholson, who appeared to be pointing something out that had the group cracking up.

Dressed Down for the Role
Roberts wasn’t the only one ditching the glam for this film. Nicholson, known for her work on Boardwalk Empire, was also dressed down in a blue blouse and brown flared pants, with her hair pulled back in a low ponytail.

All-Star Cast
August: Osage County, released in 2013, boasts a star-studded cast including Meryl Streep as Violet Weston and Benedict Cumberbatch as Little Charles Aiken.

According to IMDb, actresses Renée Zellweger and Andrea Riseborough were once considered for roles. Riseborough was initially cast but dropped out due to scheduling conflicts and was replaced by Juliette Lewis as Karen Weston. Chloë Grace Moretz auditioned for the part of Jean Fordham but lost out to Abigail Breslin.

Though the scenes were heavy, the cast kept things light in between takes, showing just how much fun can still happen behind the scenes of a serious drama.

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