For Spider-Man: No Way Home actor Marisa Tomei and her makeup artist James Kaliardos, onscreen beauty is about more than what meets the eye. The pair cast Tomei's character, Aunt May, in a new, fresh light by imagining what went on behind the scenes. Here, Tomei and Kaliardos reflect on their creative process — and the friendship that made it possible.

Marisa Tomei: A long time ago, we shared a cab after a play.

James Kaliardos: I think you even partially sat on my lap. And then we met years and years later at a party. We just hit it off over a tomato mozzarella sandwich…

Tomei: …that your husband had brought to the party!

Kaliardos: We were friends for a while [before we worked together]. We both were at Sundance and you were getting your hair and makeup done and it wasn't going that great. So I ran into your room and pretended I needed to talk to you about something; that was our first makeup. It took about 30 seconds. 

Tomei: We still do it that way. We're really spontaneous with each other. 

Kaliardos: Sometimes you'll come flying in the door and we'll have 10 minutes to figure the whole thing out. We have a very special subliminal language. We both know what we like.

Tomei: There's something very magical in doing it off the cuff together. Of course, some things are more carefully planned.

Kaliardos: [The looks for Spider-Man] are very specifically thought out. And really, it comes from you. You're the captain of the ship. I'm helping however I can to add to the vision. 

Tomei: I never really thought about it that way. When we're doing glam for events, you're the captain. 

Kaliardos: For me, it's about getting into your process of character-building and fitting beauty and clothing into that.

Tomei: I see [my Spider-Man character] May as having her own superpowers. She's the soul that inspires and guides Spider-Man. She is the genesis of everything that transpires. And so [I thought about] how to create a literal shape that aligns with all the other superheroes. When you look at their costuming and you look at their makeup…I wanted her to have that essence as well. So [for the clothing] we did simple lines and graphics in primary colors. Then we started thinking about makeup and hair. I guess we started with hair, didn't we? I didn't know if I should have silver hair, like May does in the comics.

Kaliardos: Yes, we tried lots of different things. And you kind of can't say yes or no until you try it and see. We tried super curly…

Tomei: …we tried bangs.

Kaliardos: It was my husband who liked the long hair. It just looked so right because it was a nod to the '70s. And you had those great vintage platform shoes.

Tomei: I've had those shoes for a long time. They're from a flea market. 

Kaliardos: They're kind of like the YSL shoes they're redoing now. We realized the face should go with that [theme] — '70s and shiny, with blush and a sculpted eye, eyeliner, really good lashes…. I saw May's beauty as active.

Tomei: We used the word "active" a lot. Because in the comics, May never leaves the house. We wanted to imply that she had a whole life beyond the slice that we were seeing [onscreen]. We thought about her sexual life and things like that. The things that you don't see, we wanted to imply.

Kaliardos: She's not just there for Peter [Parker's] sake.

Tomei: I think there's a tradition where she's been in the dark about what [Peter] is doing. But the studio and [our director] Jon Watts didn't want May to be in the dark. There is very much a maternal aspect to her and that has great, great value, but the keyword was making her active again. And that was reflected in the hair and in the clothes — things like having a purse where her hands can be free and she can be involved.

Kaliardos: Even finding the right glasses was important, and of course a consideration for what the makeup would be on the eyes. It's not just like, "Oh, I want this amazing eyeliner." It has to be, "Well, how does it all fit into what the whole picture is?"

Tomei: And it has to not take too long. Because how much time would May have in her day? She's still a working woman. Her priorities are her values and her work and Peter. So we thought about that.

Kaliardos: It also can't be a drag [for us] to deal with every single day. I come from the fashion world; I don't work on a lot of films. It's very intense, it's really long. You're in a place where sets are being built and taken down and there's a lot of things happening and everyone's really working hard to get it done on time. So you don't have that luxury of spending hours and hours or retouching things. Sometimes we have very little time to do a change or to do the makeup, so you have to come up with something that can be done and continued and matched all the time. But because we know each other so well, and I know her face, I could really do her makeup with my eyes closed now.

Tomei: We got it under a half hour. 

Kaliardos: It's something I don't experience very often in my career, this kind of collaborative, really intense closeness that we have.

Tomei: You have such a love of the art form. It's really fun to get inside the character together.

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