Yorgos Lanthimos new, surreal sci-fi period piece, Poor Things, is a visual delight from the first frame. Perhaps the star of the frame is not Emma Stone’s transformative Bella Baxter or Mark Ruffalo’s haughty Duncan Wedderburn, but the clothes created for this visually rich world.

Poor Things follows Bella, a Victorian woman whose brain has been replaced with that of an infant, who goes on a whirlwind adventure across the continents.

After her transplant experiment by her guardian (and savior) Dr. Godwin Baxter (Willem Dafoe), Bella is effectively a toddler, learning to walk, talk, and learn about the world through puffy-sleeved babydoll dresses, Victorian bloomers, nightgowns, and ruffles galore. As she discovers sex, Bella’s world blossoms into color, daring, and playful pieces in her wardrobe with yellow raincoats and dressing gowns with shorts beneath, all accessories with her ever-growing black hair.

Costume designer Holly Waddington is behind the outlandish ensembles who worked with the director to bring the world of Poor Things together.

Waddington spoke with No Film School to talk about their collaboration, the creative process that allowed for unexpected ideas, and the importance of being open to the world.

POOR THINGS | In Theaters Dec. 8 | Searchlight Picturesyoutu.be

Editor's note: This interview is edited for length and clarity.

No Film School: I am excited to talk to you about how you joined this film, and what drew you to this fantastical gothic fairy tale.

Holly Waddington: I love Yorgos [Lanthimos]' work. I've seen all of his films and really was a huge fan of them already. I'm also a huge fan of Tony McNamara's work. When I got the script, I had very high hopes to begin with and knew that I was going to love it. Then, I got the book and read that and thought that was fantastic. This is all over a weekend because I had to meet Yorgos on a Monday. I got the call about going to meet Yorgos and just knew that anything that he was doing would probably be pretty brilliant. So, it was fully invested from the get-go. But the scripts, I loved it, and I loved the book as well, I really responded to all of it very immediately.

NFS: I've not read the book, but I'm assuming when you were reading it, it was already this fantastical, gothic world that was just hopefully visually stunning on the page.

Waddington: When you read a book, you kind of create all the imagery, don't you? I can still picture how I imagined it, and it wasn't particularly fantastical as I read the book. It was much more naturalistic actually. I read the book a couple of times. I think that the fantastical, I think really comes through how Yorgos has handled it, handled the material, more than from the book somehow.

NFS: How does your collaboration with Yorgos influence the costuming process for you?

Waddington: I suppose he encourages a very rich creative process. He allows the space to come up with things that maybe other people wouldn't allow you to come up with. He's happy to see and he wants to see things that are maybe a bit unexpected, and a bit less easy to define. I think that's what he's … He wouldn't say that that's what he wants, but it's possible to work that out by looking at his other work, isn't it? So, I think the nature of how he works with his collaborators encourages quite a rich creative process, actually. That allows you to work possibly more creatively than you would if you are being told a lot of information by a director about what they want. Which, sometimes, is another way of working. But for a film like this, being allowed to come up with stuff and play a bit and experiment, was the right approach.

Emma Stone in POOR THINGSEmma Stone as Bella Baxter in Poor ThingsCredit: Yorgos Lanthimos/Searchlight Pictures

NFS: What were some of those initial inspirations that you drew from when you started your process?

Waddington: There were many inspirations, and they were all varied, and they all changed lots of times. Even from the beginning, from the get-go, I remember just immediately finding this book of Japanese … But these things that I was looking at at the beginning aren't necessarily there in the final film, but at the beginning, I was looking at dolls, lots of dolls, and how the clothes on dolls are often very thick and clunky because the doll is so small and the fabric is designed for a human wearer.

I was quite interested in that quality, finding its way somewhere into these clothes, and particularly the wardrobe of Bella. I'm a bit of an image hoarder, so I had images from a very wide range of periods. Periods in the history of dress, and art movements, had lots of images of organic textures, sea creatures, organic textures that are kind of frilly and sort of alive and light, and that I felt could somehow replace Victorian decoration. To evoke, and very subtly, hopefully, evoke some sort of idea of living and breathing creatures.

NFS: Just the costuming storytelling that you're seeing with Bella herself, from this doll to a fully realized woman at the end is … It's there, it's present, and it's gorgeous. How do you take this aesthetic of the Victorian era, and make it feel modern and light and play within the characters' stories that are being told?

Waddington: I think it feels modern and light because I use quite light fabrics. I think that's the first thing. Victorian dresses are often quite … Because there's such a formality to it, isn't there? I think one of the key components that makes it feel so formal is the underpinnings, the structure, particularly for the women's clothes. The corset is an essential element of the shapes that we see in Victorian dress. So, we lost that for Bella. As soon as you take away this very structured bone garment that's designed to force the body into a very particular shape, to give a very particular kind of deportment, and that's almost like the framework that the clothes then sit on top of, once you remove that, the clothes have a completely different quality. They feel modern because we don't wear corsets much. Unless you're like a throwback to another era, you don't wear them.

It was that, and I think having this long hair that's just free, those two components immediately changed the clothes. Also, the clothes were often made in very modern fabrics. The shapes are very period, but the fabrics are very light and very, the priority was texture over pattern. I didn't want any Victorian décor, so there's no jet or beading, or there are no feathers, there's no embroidery. But there is a lot of trimming that's made with this little smocking machine that we had, that ruches everything up. For me, that was a significant texture that had to do with almost like the frills that you might see if you looked at a piece of tripe, or if you looked at the innards of an animal, or if you look at the frills on a piece of seaweed, or a sea creature.

So, modernity is more about losing the corset and having the hair. Also, she's not often wearing the clothes properly. She's just wearing … They all get muddled up. So, she wears the knickers on their own with a jacket, and she wears a dressing gown in the middle of the day on a ship. She doesn't get dressed properly. She isn't following any sartorial code or rules. So that's why I think it feels modern.

Suzy Bemba in 'Poor Things'Suzy Bemba in Poor ThingsCredit: Yorgos Lanthimos/Searchlight Pictures

NFS: I would love to talk about the clothes that you packed for the ship because it seems like she's re-wearing some of the clothing throughout her trip until she lands in Paris. Did you limit the wardrobe to a few pieces and just find different ways to style them throughout her trip? What was that process like?

Waddington: A little bit. When I first started doing Poor Things, I thought that I could create a wardrobe that would go through the whole sequence, through the whole journey with her, and it became very quickly and very clear that she needed quite a lot of clothes. It didn't feel right that she would have these nappy cover-like knickers once she was in Lisbon or once she was on the boat. Or that she wouldn't have this floppy, quilted, clunky dressing gown everywhere she went. There were quite a lot of pieces, but yes, you are right, she wears a dressing gown to waft around in on the boat, she wears it almost like a sort of evening dress. She wears it in the brothel. Things have several guises, that's for sure.

I'm trying to think of … These knickers that she wears, these little frilly things, she wears it almost everywhere. She wears it in Lisbon, she wears it with shorts, and she wears it when she gets on the boat. It was quite a studied costume plot, I spent a lot of time agonizing over it to try and make it work. I think maybe she had too many. I like not having loads of clothes. I like it when things reoccur a lot. But, actually, when I got into the details of it, she couldn't keep re-wearing things again and again.

Emma Stone as Bella Baxter dancing in 'Poor Things'Emma Stone as Bella Baxter in Poor ThingsCourtesy of Searchlight Pictures

NFS: What did that add to the storyline of her not re-wearing some of these clothes, of her not being limited in her choices?

Waddington: I think she needed to be moving along, she needed to be developing. She couldn't get too stuck in any one thing if that makes sense. As she's evolving, her sort of clothes have to go with her. So, I kept making up stories in my mind for why, well, why has she got another piece of clothing? Well, Duncan would've bought that for her. Or she'd have just found it. But I think there was a need for the clothes to evolve as she was evolving.

NFS: It's so beautiful, even those beautiful dark black costumes she was wearing towards the end of the film.

Waddington: The idea of that was that she would blend in once she got to the medical school, she would be like one of the boys. Because it's so unusual to have a female student … Not that this is a slavish period drama by any stretch, but what was she to have been a medical student in the 1890s? That would be quite unusual. But I wanted her to blend in there, to be one of the boys, because they're all wearing these very traditional tailored frock coats. I wanted her to have one, or a girl version. But then she subverts it again because she doesn't wear it with the skirt. She didn't wear it with anything on her legs, she wore it with some knee boots. So, we were just able to play all the time with how the clothes were put together.

Mark Ruffalo in Poor ThingsMark Ruffalo in Poor ThingsCredit: Atsushi Nishijima/Searchlight Pictures

NFS: And for the men's costumes in the film too, we see an evolution. What was your goal when you were designing these suits for the men?

Waddington: Duncan’s looks are quite traditional, I would say. They're not particularly avant-garde because he isn't really. That was my feeling, that whilst he's a bit of a cad, he has quite a traditional job, he's a lawyer. He's a real patriarch, and he wants to sort of possess her, doesn't he? And he's not that interesting, I suppose. Brilliant and funny and everything, but she quickly tires of him. So, I wanted him to have this quiet city lawyer look, and for him to have some quite jolly holiday clothes that he would wear to go to Lisbon. I had a lot of fun with Mark Ruffalo, playing with his body shape. Because we thought it would be quite funny to round him, and almost minimize his shoulders. As her shoulders were massively blown up.

I feel, for me at least, it was about empowerment. When I looked at a lot of these illustrations of 19th-century men, late 19th-century men, they looked quite ridiculous really. They often have very puffed-out chests, and they've got canes and top hats, which in themselves are ridiculous. They've got slightly sticky out bottoms, and so, I wanted to kind of make him a bit of a caricature. We did spend a lot of time making body padding for him and playing with corseting his waist and giving him slightly rounded body padding, a bit like a Kim Kardashian pair of bum pants. He had this chest pad so that he would look a bit pompous. We played with all of these ideas, and when we did the camera test, they looked a bit silly. It was a bit too extreme. It was a bit like opera and not really a film, so we had to simmer it down.

But that was the backstory to him. Willem Dafoe's character, Baxter, his look was the most progressive in his whole life. That comes through a lot in the book, I really responded to that in the book. I wanted his clothes to feel utilitarian progressive and practical. So, he has these boiler suits and they're like unison suits, they're a bit like the sort of thing Winston Churchill used to wear, he called them siren suits because they were utilitarian. The kind of thing he'd have on if the air raid sirens went off in the war. But he had the made-in-raspberry velvet pinstripe. So, we did them for Baxter in quilting and wool. We had one that's like a smoking jacket suit, but it's an all-in-one, you don't really see it in the film, but it's sort of a strange garment.

Then, Max McCandles needed to look a bit impoverished, and a little bit ill-fitting, the clothes needed to reveal him as being a bit lacking in confidence, with little sexual agency. Nothing like the wealthy, confident students that he's in medical school with. So, the fabrics were quite cheap and poor-looking, and the cuts that we went for were quite ill-fitting. I was trying to give them all a different identity.

Ramy Youssef and Willem Dafoe in 'Poor Things'Ramy Youssef and Willem Dafoe in Poor ThingsCredit: Yorgos Lanthimos/Searchlight Pictures

NFS: I did not know that Winston Churchill, of his siren suits, that's so clever.

Waddington: I saw them in Blenheim Palace years ago. He had a whole collection of them.

NFS: For the black and white portions of this film, did you design the costumes to translate for the black and white, or did you just create them for the characters as they are? If that makes sense.

Waddington: Yeah, the thing about the black and white was that I had designed and made everything before we knew that it would be black and white. So, we only really heard about the black and white a couple of weeks before the shoot. Maybe it was two and a half weeks, it was very close to [principle photography]. Yorgos and I were kind of wandering around late one evening, with our iPhone cameras on black and white, trying to work out whether these fabrics would work in black and white. If I were doing black and white again, I would probably want to choose fabrics that have a very high contrast. I'd actually worked with tone rather than contrast, I was working with layers of the same color.

So, Baxter's wardrobe was different shades of maroon. What you need with black and white is a lot of highly contrasting elements. Anyway, the thing that did work well with the black and white was texture. So, we had lots of texture to play with, so that was good. But we definitely didn't design it for black and white. That whole house and all the work that the set design that Shona and James did, it was all very, had a very specific palette. You see a little bit of it later on in the film.

Emma Stone as Bella Baxter in 'Poor Things'Emma Stone as Bella Baxter in Poor ThingsCredit: Yorgos Lanthimos/Searchlight Pictures

NFS: And what a treat it is to see it later on. Do you have any advice for any aspiring costume designers?

Waddington: The great thing about being a costume designer is that it's quite a cumulative thing to do. You can only ever get better at it, I think. Because you're drawing all the time on things that you've seen, things that you know about, and things that you've learned along the way.

So, I think just being open to the world and seeing things and looking at things, reading, going to see exhibitions, I just feel like everything I ever see is all fuel for the pot. Learning lots of skills is very useful as well. I was a customer for a long time, I did a lot of assisting. Other people do a lot of making. But I think you need quite a lot of skills to do costume design.

My advice would be just to be lapping it all up, whether it's learning how to sew and make, and dye, looking at art history, watching films, just all of it. It's a really great holistic sort of job.

Poor Things is playing only in theaters Dec. 8, 2023.