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Fans may know her best as the glamorous Vivian Ward from Pretty Woman, but on the set of August: Osage County, Julia Roberts looked nearly unrecognizable.

Filming emotional scenes in Bartlesville, Oklahoma, the 44-year-old actress ditched her signature Hollywood glamour for a more understated, frumpy look. Dressed in a white shirt layered over a cream blouse and loose-fitting blue jeans, Roberts fully embodied her character, Barbara Weston—a woman confronting deep family trauma after the disappearance of her alcoholic father.

With her long brown hair unstyled and her face free of makeup, Julia embraced the raw, emotional nature of the role. In one intense scene, co-star Ewan McGregor—playing her estranged husband, Bill Fordham—held her hand as their characters approached a boat dock to identify a body for the local sheriff. Overcome with emotion, Roberts’s character collapses into tears, finding comfort in McGregor’s arms.

Despite the heavy subject matter, the mood on set wasn’t always somber. Between takes, Julia was seen laughing heartily alongside castmate Julianne Nicholson, who appeared to be sharing a funny moment with the group. Nicholson, also dressed down for her role, sported navy slacks and brown bell-bottoms with her hair pulled back into a ponytail.

Roberts, who shares three children with her real-life husband, cinematographer Daniel Moder, seemed fully immersed in the role of Barbara, one of several emotionally complex characters in the film.

August: Osage County also features powerhouse performances from Meryl Streep as Violet Weston and Benedict Cumberbatch as Little Charles Aiken. According to the film’s IMDb page, Renée Zellweger and Andrea Riseborough were originally considered for Julia’s role. Riseborough was initially cast but had to drop out due to scheduling conflicts, with Juliette Lewis stepping in as Karen Weston. Chloë Grace Moretz auditioned for the role of Jean Fordham but ultimately lost out to Abigail Breslin.

Released in 2013, August: Osage County brought together a remarkable ensemble cast, and judging by the behind-the-scenes moments, the actors shared both laughter and powerful performances on set.

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