InStyle.com STEAL THIS LOOK

Paltrow wears minimal makeup and a slightly austere hairstyle in "Possession."

(InStyle) -- Brilliant British scholar Maud Bailey (Gwyneth Paltrow) may have a penchant for delving into dusty love letters of Victorian-era poets, but when it comes to her own love life, the opinionated, play-by-the-book academic has a hard time taking risks.

"She's been through a lot, and I think she's closed down in an emotional way," says Paltrow of her straight-laced character, whose minimal makeup and slightly austere hairstyle reflect her no-nonsense nature. But when her research takes her on a journey with American writer Roland Michell (Aaron Eckhart), emotions overpower intellect, and she can't help but give in to passion. "Once she starts to trust him she softens up," says makeup artist Rebecca Lafford. "When they fall in love she lets her hair down, literally."

Eyes

For a creamy ivory-colored eye base, Lafford swept Trish McEvoy Shaper eye shadow in Lemon over the entire lid. "I occasionally gave her eyes definition by applying a soft black shadow along the top lash line," she says, recommending Stila eye shadow in Ebony. Lafford accented Paltrow's top lashes with Yves Saint Laurent Luxurious mascara in High Density Black and used the paler color from Stila Brow Set to fill in her brows.

Face

SIGN UP  Want more from InStyle.com? Sign up for free e-mails.    TRANSFORMATIONS To see more of your favorite celebrities visit InStyle.com.

"She's an English country girl with a rosy complexion," says Lafford, who used the slightest amount of makeup to create Maud's natural look. After applying a light base of Stila Liquid Makeup, she sparingly dusted on Dr. Hauschka Translucent face powder, focusing on the chin and bridge of the nose. "She's outdoors in the country so I wanted her to look fresh and have a slight sheen," says Lafford. Laura Mercier Cheek Colour Stick to Go in Blossom dabbed on cheek apples gave Paltrow a rosy flush, while Kiehl's Lip Balm No. 1 left her lips with a soft, natural shine.

Clothes

"Maud wears clear, clean clothing," says costume designer Jenny Beavan, whose goal was to have Maud's clothes mirror the way she thinks. In addition to complementing the scholar's cool composure and highbrow intellect, the designs -- predominately from the French fashion house Celine by Michael Kors -- also provide a chicness and an element of indulgence. To create Maud's British countryside look, Beavan worked with warm tones of camel (like the double-face camel-hair Celine coat shown here), ivory, chocolate and Bordeaux in lush fabrics such as wool and cashmere.