Judi Dench has given a staggering number of memorable Shakespearean performances in her life, beginning with her early career at England’s Royal Shakespeare Company. It was one role in particular, though, that inspired Kenneth Branagh’s Shakespeare biopic 'All Is True'.

The film follows playwright Will Shakespeare in the twilight of his life, as he returns home to Stratford-upon-Avon for his retirement. Branagh directs and plays Will, while Dench goes toe-to-toe with him as Anne Shakespeare, born Hathaway, his wife.

The legendary Shakespearean actors have worked together numerous times — Dench even appeared in Branagh’s feature film directorial debut 'Henry V'. But her performance as Paulina in a 2015 production of 'The Winter’s Tale', which Branagh directed as part of his season-long residency at London’s Garrick Theatre, sparked inspiration in him and screenwriter Ben Elton.

“It started with a production of 'The Winter’s Tale', with Judi Dench playing Paulina. Perhaps the strongest women in Shakespeare,” Branagh tells EW of the project. “She’s a woman who speaks truth to power, and for [screenwriter] Ben [Elton], an essential part of this approach was just what would Anne Shakespeare feel about this 20-year absence and this return to Stratford.”

As Branagh performed alongside Dench every night as Leontes, he and Elton were struck by the ferocity of the character and the woman bringing her to life. “Paulina never lets Leontes off the hook, never lets him forget his stupidity, the cruelty and the self-destruction of that act [of condemning his wife],” he explains. “So Ben felt Paulina was a strong role model for the kind of passion we could allow Anne Hathaway to have…The Winter’s Tale and that story of the lost child and women who speak up was where we began.”

Because of this Dench was the only choice to play Anne. Shakespeare’s wife was famously nine years his senior, while Branagh and Dench are 26 years apart. But it was also Dench’s lifelong association with the Bard that informed her performance and how the two actors shaped their characters.

“She is someone who also brings all that under-the-skin knowledge. She spent so many years in Stratford as an actress with the Royal Shakespeare Company. She referred to Shakespeare as the man who paid the rent because she entirely earned her living whilst there,” Branagh says. “[Her] familiarity, both with the plays and the places of the story, was unique. She’s one of the great actresses of all time, and one of the great Shakespeareans and so her experience, her knowledge, her familiarity with the place and the people was an incredible boon to the film.”

As for Branagh, the key to Will himself came through many channels. Firstly, from the plays and the facts of his life. “I started this project from what I might dare to call a Shakespearean point of view, which was to find out every fact that we could about those last three years of his life, everything in the public records,” he explains. “As Shakespeare might in the portrayal of a historic figure, like the Kings of England or Julius Caesar or Cleopatra, we would, between those facts, try to creatively build a picture of who the man might be.”

Appearance-wise, Branagh turned to the Chandos portrait of Shakespeare, which hangs in England’s National Portrait Gallery and is rumored to be the only painting Shakespeare actually sat for in his lifetime. The actor initially intended to appear onscreen largely as he looks in life, but ended up settling on a prosthetic nose, bald cap, and more after visiting the portrait.

“The real painting has watery, pale compassionate eyes that seem to me wry and compassionate and humorous and serious and intelligent,” he says. “Those eyes are indeed the window to that particular soul, and I should try and find this man through these eyes. I should, in fact, try to get me out of the way. So, why don’t I try and look like what people seem to believe he’s most likely to have looked like?”

Ultimately, Branagh decided on heavy make-up but to leave his eyes their natural color (i.e. sans colored contact lenses). “We decided we should get rid of me in every other department except those eyes, and in those eyes, I should really try to get to the inner man if I possibly could,” he muses. “I found it was very helpful to have that transporting, different visual and physical impression. For me, it was a tremendous help to go and visit the man in that way.”

'All Is True' hits theaters May 10.