Over a month into filming The Whale, Brendan Fraser was “all pedal and no gas.” For a wrenching scene in which his character, Charlie, apologizes for his failings to his estranged teenage daughter (Sadie Sink), the actor had already rehearsed the scene to perfection. He’d spent months deep in research. He was finally comfortable (ish) in his metamorphic prosthetic suit. But now, nearing the shoot’s end, he felt depleted. Director Darren Aronofsky called for a five-minute break after one take, then lunch after another. “I was feeling poorly—it would’ve been a failure,” Fraser recalls of that day. “Darren said, ‘We’re going to come back and do this tomorrow. You peaked.’ He said, ‘It happens—you peaked.’”

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There is an extraordinary collaboration—and two very different, if equally massive, career leaps—at the heart of The Whale, which premieres at the Venice Film Festival this weekend. There’s Fraser, portraying a reclusive online English teacher near the end of his life, in the most transformative—and, yes, impressive—performance of his 30-year screen career. And there’s Aronofsky, a brazenly stylistic filmmaker, from Requiem for a Dream to Black Swan to Mother!, executing a relatively straightforward kind of movie: a starkly realistic stage adaptation that stays in a single location—Charlie’s home—from beginning to end, without flash or fuss.

The Whale marks the culmination of a 10-year journey for the director. Aronofsky first saw the play of the same name, written by Samuel D. Hunter, in 2012, and was instantly moved. Hunter worked on a screenplay after Aronofsky reached out, only for challenges to steadily arise. For one, Aronofsky felt determined not to leave Charlie’s home or abandon the play’s stationary conceit. For another, the process of finding an actor who could bring both star power and authenticity proved taxing. “I thought about every movie star playing Charlie, and it never made sense or clicked,” Aronofsky says—until Fraser came to mind.

A megastar of ’90s and early-2000s movies, Fraser was the subject of a 2018 GQ profile that examined his retreat from the Hollywood mainstream; of late, he’s inched his way back, in TV series like The Affair and Trust and films including the now defunct Batgirl and the upcoming Killers of the Flower Moon. Hunter tells me he wrestled with the Fraser casting idea after first hearing it; he could only see The Mummy and George of the Jungle, the face that dominated movie posters from his teens and 20s. He later remembered Fraser’s edgier turns, such as Ian McKellen’s complex counterpart in Gods and Monsters, but his initial impression held water. Fraser has never played a role so outside of himself—exactly why Aronofsky wanted him to go on the ride. “He said he wanted an actor to reintroduce,” Fraser says. “And I wanted to be reintroduced.”

The daunting prospect invigorated him. “If there’s no risk, then why bother?” Fraser, now 53, says. “I want to learn from the people I’m working with at this point in my career. I’ve had such variety, a lot of high highs and low lows, so what I’m keen for, in the second half of my time doing this, is to feel like I’m contributing to the craft and I’m learning from it. This is a prime opportunity. I wanted to disappear into it. My hope was that I would become unrecognizable.”

He adds, “I wanted to know what I was capable of.”

Back in his 20s, Hunter and his husband both worked as expository writing teachers at Rutgers University. The job paid the rent, but it was uninspiring. One day, a frustrated Hunter asked his students to write something honest—it didn’t have to be of a certain length, or even particularly good. Out of one student’s heartbreaking response—“I think I need to accept that my life isn’t going to be very exciting”—Hunter wrote a play about a teacher like himself, desperate to connect with a younger person. In The Whale, Charlie makes a similar plea to his class, but more central—and painful—is his attempt to reach his daughter before it’s too late.

The detail of Charlie living with life-threatening obesity, while reeling from the passing of his lover, came to Hunter later. “I arrived at it through my own personal struggles with it, as I used to be a lot bigger,” Hunter says. “This is just my story—plenty of people out there are big and happy and healthy and just fine and worthy of respect. But I was self-medicating with food, and it was hard for me to live in the world as that person. I’d never seen that story precisely told.”

In Aronofsky’s The Whale, we spend five days with Charlie. The film is not shy about showing compulsive binge eating as part of this man’s day-to-day life (and demise). “Unfortunately, so many characters portrayed in the media who are living with obesity are treated awfully—either they’re humiliated, made fun of, or just living in squalor,” Aronofsky says. “That was never Charlie. Obesity is just part of what Charlie is. After 10 minutes of spending time with Charlie, that’s the breakthrough that we hope the film has [for viewers].”

The first time Fraser saw Charlie’s prosthetic suit on a mannequin, it took his breath away. He thought it belonged in London’s Tate Modern museum. “It was that beautiful and that arresting,” he says. Aronofsky’s longtime collaborator Adrien Morot, an Oscar nominee known for innovative digital makeup effects, was brought on early to ensure an empathetic, realistic transformation. There’s very little CGI in the final product, but instead incredibly elaborate and naturalistic prosthetics—modeled via a digital sculpture, before a 3D printer made it a reality.

Fraser found the physical requirements “cumbersome, not exactly comfortable,” at times highly technical. “The torso piece was almost like a straight jacket,” he explains, “with sleeves that went on, airbrushed by hand, to look identical as would human skin, right down to the hand-punched hair.” Fraser carried anywhere from 50 to 300 extra pounds during filming, per Aronofsky, depending on the scene’s contents; further, Charlie is severely limited in mobility. (Several people were always on hand to assist Fraser in standing up, sitting down, wheeling him across the 70 or so steps between the studio and the makeup room.) At the start of production, Fraser would spend five to six hours in a makeup chair, each day, to become Charlie; by the end, they got that hour count down to two to three.

Working closely with the Obesity Action Coalition, Fraser immersed himself in the disease’s particulars, speaking with many who’ve undergone bariatric surgeries and watching countless dramas, comedies, documentaries, and reality shows to fully grasp past portrayals of people with higher-weight bodies. When he took off all the makeup, he had vertigo, as if he’d just stepped off a ship onto a dock. “I learned quickly that it takes an incredibly strong person inside that body to be that person,” Fraser says. “That seemed fitting and poetic and practical to me, all at once.”

There are more connections here to Aronofsky’s past work than first meets the eye. As in his last feature, Mother!, we are confined to a single residence. There’s the notion of mounting a great actorly comeback, as happened for Mickey Rourke with The Wrestler. Even the topic of food is not entirely new territory for him. “The pleasure and the destruction of [our relationship with food] is something I’ve been interested in since Requiem for a Dream,” Aronofsky says, referencing Sara Goldfarb, Ellen Burstyn’s character who fights to lose weight throughout the film.

Still, honoring Hunter’s words meant taking a uniquely exacting approach to the script, alongside longtime DP Matthew Libatique. The camera had to be in just the right place at just the right time. The actors needed space to try different things, to “explore all the possible emotions they could,” as Aronofsky describes the approach. “He sees everything, everything,” Fraser says of his director. “He told me that, were he not a director, he would’ve been a baseball umpire.”

The whole ensemble rehearsed for three weeks, Fraser says, Aronofsky instructing them to think of one another as a “theater company,” in the trenches. The results are rich: Hong Chau brings wry tenacity as Charlie’s caregiver, while Samantha Morton gets a showstopper of a single scene. And 20-year-old Stranger Things star Sink stunned her collaborators as a mercurial, deeply damaged teen: Says Aronofsky, “To be around someone that young and that in control of their craft and that prepared and professional—I was always blown away, as, I think, was Brendan.” (Indeed Fraser was: “I had a front-row seat to watch this kid win the game ball every single day she worked.”)

Aronofsky’s “biggest victory” while making The Whale arrived after watching the first cut, affirming it didn’t feel claustrophobic as he’d feared, but emotionally expansive within the single setting. He’s viewed dozens of cuts since, and out of that has enjoyed a first-time experience in his distinguished career: “Every time I watch it, a line will surprise me, with a new meaning that expands color to a character and another subtle thing that the actor might have been doing that I didn’t pick up until right at this moment. I’ve never had writing that rich.”

Or, perhaps, that sensitive. This is delicate material, honestly and humanely exploring obesity as a disease, in a way no American film has done on this scale. Hollywood gets stories about weight wrong just about every time, and of late, there’s been more scrutiny on the topic of fat suits. Sarah Paulson has expressed regret for wearing one in a dramatic role, and there’s been more recognition of their cruel, mocking functions in big-screen comedies of the recent past. The Whale hopes to implicitly respond to what came before it, and Hunter says, “a call for empathy” is rooted in the play’s origins. “I looked at other body suits that had been used in comedies over the years, usually for a one-note joke,” Fraser says. “Whether intended or not, the joke is, it defies gravity. This was not that.” In just one sign of how carefully The Whale will be unveiled to the world, the only image released of Fraser-as-Charlie thus far does not reveal the full-body transformation, as seen here. The film’s studio, A24, declined to provide any additional image of him for this feature.

As for Fraser’s performance, it’s one you’ll need to see to believe. He knows parts like this do not come around too often, or really ever. It’s why by the end of the shoot, he’d put it all on the table, with nothing left in the tank. “This may be the first and last time I ever do this again, so I gave it everything I’ve got,” he says. “And I did. That’s all I got.”

The Whale premieres at the Venice Film Festival on September 4, and will be released in theaters on December 9, via A24. This feature is part of Awards Insider’s exclusive fall-festival coverage, featuring first looks and in-depth interviews with some of this coming season’s biggest contenders.