Beware the unloved.

If there is a lesson to be learned about the cruelest among us, it might be that one. Most villains, when you find them in real life, are born from pain, and pour it back on the world to keep from drowning in it. A few are heartless sociopaths who derive their power from persecution, and care about nothing else in the world but their own force of will.

And some are just mad they didn’t get a party invitation.

Consider Disney’s Maleficent in this latter category. Unhinged, and irrational. Or at least, she was.

For all her sophisticated grace and simmering seductiveness, for all the bombastic magic she wields at her razor fingertips, the thing that really grinds her horns, both in the Brothers Grimm folk tale and in 1959’s animated Sleeping Beauty, is not being welcome at the christening of the king’s newborn daughter, Princess Aurora. But she shows up anyway, pet crow in tow, mad enough to curse a baby.

As monstrous motivations go, it’s pretty thin. So credit her enduring appeal mainly to the elegant design of the late Marc Davis, one of Disney’s original “Nine Old Men” animators (who also brought Tinker Bell, Cinderella, and Cruella De Ville to life) and the icy purr of voice actress Eleanor Audley (who previously was Cinderella’s wicked stepmother.) Plus, Maleficent turned into a badass dragon who breathes green fire. Her status as one of the best of Disney’s worst is a triumph of pure style. And maybe her shallow reasoning made her seem a little more evil. She attacked that infant over nothing, man.

But the evolution of folk tales is never complete, and on May 30th a new $200 million version of the Sleeping Beauty story – titled simply Maleficent — will fill in the blanks on that wicked evil fairy, with Angelina Jolie sporting the yellow eyes and ruby smile of the self-declared “Mistress of All Evil.” It turns out, there is a deeper agony at play than a social snub.

“What we wanted to do is not reinvent that character,” says director Robert Stromberg, the Oscar-winning production designer of James Cameron’s Avatar and Tim Burton’s Alice in Wonderland. In other words, this film isn’t trying to show Maleficent was secretly good all along, like the revisionist Wizard of Oz novel and musical Wicked. “Instead, we wanted to try and create layers of that character that you didn’t think existed,” Stromberg tells EW. “There are two sides to every story. This is about examining the other side. And once you ‘ve become dark, how much harder it is to see the light again.”

For his leading villainess, he has Jolie, 38, in perhaps the greatest casting since Danny DeVito played The Penguin. In the midst of editing Unbroken, the true-life tale of World War II heroism she has directed, she sat down with Entertainment Weekly for lunch on the Universal Studios lot to discuss good girls who go bad, the fun (and heartbreak) of menacing child visitors, and finding something to like about a woman who is loved by no one – maybe not even herself. While preoccupied with evil, Jolie also talked about doing some good in the world, speaking for the first time about the double mastectomy that likely saved her life – and perhaps many others.

ENTERTAINMENT WEEKLY: When word came out you would be playing the role of Maleficent, people said: ‘Oh, she’s perfect for that!” So, is that a compliment or insult?
ANGELINA JOLIE: [Laughs] It is really funny when people say you’d be obvious for a great villain. She was just my favorite as a little girl. I was terrified of her but I was really drawn to her. I loved her. There were some discussions about it before I got the part, and I got a phone call from my brother who said “You’ve got to get your name on the list for this!”

But she’s so cruel.
She has a darkness. And how do you make a film about someone who curses a baby and make them relatable? It’s like the worst thing you could possibly do! But I think the script that Linda [Woolverton (The Lion King)] wrote, has quite a deep understanding. The exercise wasn’t how can we have fun with a villain? It was: what turns people evil and vile and aggressive and cruel. What could have possibly happened to her that would get her to that moment in the christening? She wasn’t invited, so she’s pissed off?

Without spoiling anything, there is a betrayal early in her life. So when you say she is relatable, are we meant to have sympathy for this devil?
I think what you hope to do is to make a film that has themes that are sophisticated enough for adults but for the children watching, they can learn and embrace something about being a fighter, about being abused, about what it is you protect –because there’s another side of her. I was reading it, and I actually had moments where I got emotional reading it and that was really surprising to me. It’s about the struggle that people have with their own humanity and what is that that destroys that and kind of makes us die inside.

You’ve got six kids at home. What did they think of their mom as this villain?
I told my kids I was playing Maleficent and they went “She’s so scary!” and I said “Let me tell you the real story but you can’t tell anybody” so I put them in the room and I told them the [film’s] story. So this was my test too, like any parent. And the next day, I heard Shiloh getting into a fight with another kid, defending Maleficent. Saying, “You don’t understand her!” They got into a bit of an argument and I thought that’s the reason to do the film. It’s not just that there’s more to people than meets the eye, but that there’s injustice in the world and children get fired up about injustice. [They] want the character they believe in to get up and fight. And when that character makes mistakes — which Maleficent does, and crosses many lines — you want them to be angry at her and concerned and confused and in the end, somehow understand something that they didn’t know before.

What did it feel like to be in her skin?
Maleficent was always so elegant. She always was in control. And to play her was difficult. I worked on my voice a lot. She’s bigger than me. She’s on a different level of performance that I have never done. She’s very still. She’s very sure of herself, but I couldn’t figure out her voice, I kept playing with these different types of British voices, making my voice darker and scarier.

How did you ultimately find the right voice?
I was giving my kids a bath, and I started making up other stories about Maleficent — and they weren’t really paying attention to me, as children often do. You can bore them to death, until I started to mess around with this playful [sing-songy] voice.

Sounds a little Mary Poppins-like.
A little. It gets very, very dark. But it had these colors. My kids started laughing. And that’s how I would rehearse my scenes. I would do it until my kids were somehow smiling or thought that was funny, because you have to do that and go there with her. Then it was really fun; it was actually quite freeing as an artist to do something so completely nuts.

In the animated film, Maleficent curses Princess Aurora by saying she will prick her finger on the spindle of a spinning wheel “and DIE!” But in your version, she says she will prick her finger “and fall into a sleep-like death.” Why the change?
It’s actually more evil. It’s hard to explain. But before, it was a [good] fairy who said she can be woken up by true love’s kiss, now it is me. They gave me that line because she finds [love] the most preposterous, ridiculous bulls–t that doesn’t exist. So, when she says it, it’s a curse on top of a curse. She’s very angry, she’s got a very black heart when it comes to true love in that scene.

Elle Fanning plays grown-up Aurora, and she has a similar exotic appearance to you – only she seems ethereal and light, and you project this intimidating fierceness.
I take that as a high compliment. I think she is magic. You can’t take your eyes off her on screen. I’d like to think that I’m a calm and sweet person. I tend to be very playful at home with my children, but in life … we have to fight our battles. Our work battles, our political battles, our personal battles, and we’re focused. So I tend to be someone who can be very private and in my space, not in any way trying to be rude, that’s just how I walk my way though life. When I’m outside my home, I can be somewhat serious. Elle, the first time we met each other, she ran across the hallway and hugged me and jumped on me and we joked later like it was like being attacked by a thousand cute gorgeous bunnies.

And how did you react?
I was just frozen. I never had someone see me like that. When she sees me, I’m like a mom, a friend, a girl, and she just wants to be another girl. She’s just full of love and happiness and cuteness and belief and sweetness and when I was her age, I was the complete polar opposite — quite dark at that age. So, it’s kind of a perfect match. It’s a part of the film that’s interesting, the struggle to deal with this light and love that she is, because Aurora is so strong in her light that it’s a difficult thing to fight. I adore her.

Your daughter, Vivienne, played the toddler version of Aurora. How did that come about?
We think it’s fun for our kids to have cameos and join us on set, but not to be actors. That’s not our goal for Brad and me at all. I think we would both prefer that they didn’t become actors. But she was 4 at the time and other 3- and 4-year-old [actors] really wouldn’t come near me. Big kids thought I was cool! But little kids really didn’t like me. So, in order to have a child that wants to play with [Maleficent] but I don’t want to play with her — to have that scene– it had to be a child that really liked me and wasn’t afraid of my horns and my eyes and my claws. [Shrugs.] So it had to be Viv.

What was it like freaking out those other kids? Honestly — kinda fun?
I had a friend come with their children, and when I met the kids, the kid froze and screamed so much that I had to go wait in my trailer. When [my son] Pax saw me for the first time, he ran away and got upset — and I thought he was kidding, so I was pretending to chase him until I actually found him crying. I had to take off pieces [of the make-up] in front of him to show him it was all fake and not freak out so much.

What part bothered the kids the most?
It’s the [yellow] eyes that are the most frightening, and the horns. And I do have pointy teeth in the back that you’ll see close up. There’s just something with the horns and the heels, so she’s very big.

Your face is also physically different in the movie. They enhanced your features.
The cheekbones were glued on every morning and her nose is different. She has a stronger nose than me, though it’s subtle. We wanted to take away the things that were softer on my face. I have green and yellow and blue in my eyes so it’s an extreme color of my actually color.

What was it like carrying those massive horns on your head?
It was pretty funny, because I kept on hitting my horns on things, the framing was very strange.

I love the awkward Angelina Jolie!
[Laughs] They were actually kind of heavy. There had to be [lighter weight] ones that you could ride horses in because if you fall with something [heavy] attached to your head, that’s it — it could break your neck. There were softer horns for the fights. The harder ones were magnetic so I could actually clip them off and walk around, but then I looked like a little bear. It did not look half as cool.

So you sacrifice a little coolness for comfort.
Because they were magnetic, I could take them off for lunch or I could just give my neck a break. When they weren’t the magnetic ones, I did almost knock myself out quite a few times. It’s not just that you’re a foot taller on top, you’re also in five-inch heels so you are really big. I was out of whack for a bit. Definitely, it took me a while to become graceful with her.

Two of your other children appear in the christening scene, right?
Yeah, they’re with their teachers. The idea of that day was the prince and princesses from around the world show up for the christening, so there will people of all races, all creeds. It was Pax and his teacher, who is Vietnamese, playing the Vietnamese Queen and Prince and then Zahara and her teacher playing the African or Nubian queen and princess. I love that christening scene so much and of course we’ve watched it at home [in the animated film] as a family. I had to walk by them being very mean. Of course, I wanted to stop and wink at them.

And what did Brad think of costume?
I don’t know! You know, I never asked him. He thinks she’s cool. I loved being Maleficent. I was quite sad to put my staff down and put my horns away because somehow, she just lives in a different world. But I did have to take my staff home to practice walking with it in my cloak, and then I would go outside and scream at the bushes to expand my voice and play with my voice. So, mom was a bit nutso for a period.

You’re a producer on the film too – what was the nature of the reshoots that were done, where The Blind Side‘s John Lee Hancock was brought in to rewrite some of the opening?
I wasn’t a part of the reshoots. I was off preparing for Unbroken. Basically, they wanted to go back and make sure that they clarified certain things with certain characters. But it wasn’t anything to do with [adult] Maleficent because I just couldn’t be there. But my story was quite clear — there were just a lot of other characters in the world itself we have to explain.

Are you ever surprised when you go back and see how the footage came together, featuring all the visual effects?
I’ve had to go in now and look at the magic — it’s a funny thing because my performance is half in the magic, and it’s not something I make. It’s something somebody else makes in an office. So it was a little frustrating. I had to go in for that to talk through it because some of it I wouldn’t understand. ‘Why have you decided that that looks like pixie dust?’ ‘When does the green [mist] appear?’ Or, ‘I intended this, so it should come out of me this way.’ When does [the sorcery] start, you know? Because for me, it doesn’t start just when I’m screaming — the magic may be simmering before I start screaming.

… I’d like to be as soft as I am at home with my children, the first thing in the morning, my whole day. I’d like to not be challenged where I have to become hard and strong and fight. I’d like to not be put in situations where I have to get ugly and mean. My mother [Marcheline Bertrand, who died in 2007] was very soft and female and I was always very aware when things would happen and there would be fights with my father [actor Jon Voight]. She kept thinking she needed to get harder to deal with life and I kept saying I didn’t want her to do that — I would rather get hard and I’d rather fight. But it was really important that she stay kind and soft and open and sweet because it’s a horrible thing to have that. Have the world harden you.

It sounds like it hardened you for a while. You said earlier that when you were young, you were darker, more introverted …
Yeah, I got hard when I was — I was hard.

What do you think changed you?
Um … well, when I started to travel and see what other people — I got out of myself and saw how other people struggle in the world.

That — and having children. The moment you have a child, in an instant, your life is not for you and your life is completely, 100 percent dedicated to another human being and they will always come first. It changes you forever. It changes your perspective and it gives you a nice purpose and focus. I am disheartened by many things but I wake up, like I woke up this morning, to kids and we talk and we laugh and we play and I’m light again, and I’m a kid again, and I’m loving and soft again because they’ve brought that back in my life.

As actors, you get to be the target of a lot of criticism. For the choices you make, the relationships you have, the way you look on a red carpet. The public makes people into sweethearts, and then tears them down. Could you relate to that? Is that part of Maleficent, too?
If every choice you make comes from an honest place, you’re solid and nothing anybody can say about you can rock you or change your opinion. It doesn’t shake me because I know why I do the things I do and I know I come from a good place and so people can judge me however they wish. But I know I’ll continue to do the best I can and be the best I can.

I think there’s a part of humanity, a part of our society that just likes to hate. We like to make villains. The minute you see somebody successful — whether it’s a famous actor or your best friend who gets a promotion and you don’t. There’s a bitterness out there. We like to make Maleficents, to push people to the outside, because it means we’re not outside.

It feels like memories of how people would behave in high school. Once we grow up and realize how human we all are and how similar we all are and how individually flawed we all are, there’s no time for that, you know? There’s real hate in the world — there’s real violence and there’s real inhumanity. I leave for Lebanon tomorrow, tomorrow morning for the Syrian border, when you see that kind of suffering, when that exists, the more people would just meditate on that, the less time there is for certain kind of petty judgmental hate because there just simply is enough cruelty and ugliness in the world. We really need to try to protect and be better to each other.

You have since directed Unbroken – the story of Louis Zamperini, a street fighter, turned Olympian, who meets Hitler at the 1939 games, and ends up serving in World War II. He crashes in the Pacific, survives being lost at sea, and is placed in a brutal POW camp … The story is inspirational, and true, and almost unbelievable.
I’m drawn to fighters. Strength of will — what we need to pull us through. I don’t know how anybody could not be drawn to that man’s story—it’s just—there’s so much—so many different people pulled something from his story whether it be faith, forgiveness, resilience, athleticism, pure heroics or also, someone who is quite a troubled youth, who didn’t know whether or not he was worth anything, you know?

Both movies you’ve directed are very heavy. Somber dramas about serious subjects.
I think about that, too. The films that I’ve directed are both real stories. Even though the first one I wrote, it was based in history and you have such a responsibility — you have to be very careful of how you balance it. One day it might be fun to direct something where I don’t have to be so careful. I can be completely, completely um … bold and wild and irreverent and dark.

It’s good to know you still have that dark side if you need it.
[Laughs.] I know!