— by James Montgomery

So here is Charlize Theron, born and bred in South Africa, standing on a set that looks like some sort of space-age Japanese steakhouse, being interviewed by a gaggle of Americans. And we're in Berlin, Germany.

The scene's dizzying multinationalism is ironic when you consider that the character Theron is playing — super-sexy assassin Aeon Flux — exists in a futuristic, one-nation world where free thought is forbidden and the very idea of diversity is more than frowned upon, it's punishable by death.

Her role is a challenging one, full of martial-arts beatdowns and high-impact gymnastics, and Theron has paid the price. In August, while rehearsing a series of somersaults, she injured her neck and had to be rushed to a hospital. Production was shut down for a month, and there were serious doubts that she would be able to continue the film. Though she recovered, she still requires almost daily upkeep.

"Right now, I'm going to get a B12 shot," she laughs as she's being led away by a set physician. "It'll be fun."

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In "Aeon Flux," Theron must overthrow a dictator (the tyrannical Trevor Goodchild, played by "Lord of the Rings" vet Marton Csokas), avenge the death of her sister, and basically liberate mankind, all while wearing outfits that would make your local dominatrix blush. And to say that Theron embodies Aeon's sinewy sexiness would be an understatement: She's impossibly tall and slender, effortlessly poured into a black Lycra catsuit, and her trademark blonde locks have been dyed raven black. Behind the scenes, her body language is cool and relaxed, but when the cameras roll, the movements become precise, catlike and lethal. Aeon is every fanboy's dream: a super-hot chick with a penchant for violence. But Theron is quick to note that what drew her to the part wasn't just the idea of kicking ass and playing dress-up.

"Even though it's a very physically demanding part, it doesn't lack in the acting department. If it did, I wouldn't be here," she says. "Aeon is pretty self-destructive, and sometimes thinks of herself as quite indestructible, and I can get into that. I like that. I couldn't see myself going through eight months of this if I wasn't satisfied creatively, because I'm not interested in playing a robot."

It's interesting to note that when "Aeon Flux" first debuted, back in 1991 on MTV's late-night 'toon anthology "Liquid Television," she was about as robotic as can be. Animator Peter Chung created a character that never spoke (the entire show was dialogue-free), dispatched foes with an utter lack of emotion and died at the end of every episode. Things like plot and character development were an afterthought. And it wasn't until 1995, when Flux was spun off into her own half-hour show, that these things became important.

"The work has been challenging, but good," Theron says. "It's really interesting to take something that's based on [a show] quite known for not having a linear story, and to try and put it into a linear story. But sometimes I do find myself going, 'OK, what are we doing?' "

The challenge of developing the film fell to the unlikely team of director Karyn Kusama and screenwriters Phil Hay and Matt Manfredi. Kusama had racked up indie cred from the one previous film she'd directed, 2000's "Girl Fight," while Hay and Manfredi racked up, um, something with the 2001 Kirstin Dunst teensploitation flick "Crazy/Beautiful."

At face value, all three hardly seemed suited to helm a Hollywood action film. But looking closer, Kusama's girl-power manifesto ("Girl Fight" launched the career of Michelle Rodriguez, who played the no-nonsense titular pugilist) is a perfect fit for "Flux," and Hay and Manfredi are grade-A sci-fi geeks.

"We spend a whole lot of time on sci-fi sites, and we hope that the movie will satisfy people who visit them too," Hay says. "We're both really huge fans of the original show, so we did our best to adapt it. But we realize that while some people will love it, there's always going to be a subset of people who will hate it."

"Aeon Flux is such an interesting and flawed and ambiguous heroine, in that she sort of behaves irrationally at times, behaves from a place of instinct," Kusama adds. "I thought there was something in the film that was particularly fresh and had the opportunity to be very beautiful. And I think that's something that's been missing from sci-fi as of late. Everything's become a grey, dark apocalypse, and we have to opportunity to tell a story that's sort of brighter on the outside and somewhat darker on the inside."

The story they tell is impressively ambitious for a big-explosion, big-budget action flick. It's full of plot twists and exposition, and raises questions about the finality of death and technology's role in everyday life. The attention to detail evident in the sets built on the Berlin soundstage — the delicate fauna and brightly colored vials in Goodchild's lab, Aeon's postmodern and vaguely sadomasochistic apartment — calls to mind the intricacies of Chung's original animated series. And the script is peppered with nods to the cartoon, like the moment when Flux catches a fly in her eyelashes. It's a good example of what action films can — and should — be: smart, sexy and suspenseful.

"I think there's an assumption that action movies that appeal to 15-year-olds have to be dumb. I simply disagree with that," Kusama says. "I think there's a way to make engaging, dynamic movies where everyone in the audience feels that they've been taken care of. It will be a really interesting experiment to make a movie that has a fairly muscular sense of pacing, a fairly thoughtful sense of storytelling and action that feels really satisfying to everybody. And I do believe the time has come for a film like that."

Theron obviously agrees. After all, the role of Aeon Flux is one of the first she's undertaken since winning an Oscar for her portrayal of serial killer Aileen Wournous in "Monster" — and an injured neck and daily vitamin shots attest to her dedication to the project. But even on a day like today, when Kusama shoots more than a dozen takes of a simple shot — Flux walking up to a secret portal, peering inside, then walking out of frame — Theron is smiling, joking with crew members. For a badass killing machine with the fate of the human race in her hands, she seems, well, remarkably happy.

"At the end of the day, I have no idea if this is going to be a success, so at least I know that no matter what happens, I made my decisions based on something that was really satisfying to me," she says. "Because that's really the best case you can go with. I want to make movies that I want to go and see. And I really believe that's what we're doing here."


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