Brad Pitt and Cate Blanchett headline David Fincher's upcoming "The Curious Case of Benjamin Button." Even superstars need moms though, and Taraji P. Henson is playing Benjamin (Pitt)'s mom, Queenie.

"I age from 26 to 71," said Henson. "It's early 1900s mixed with modern times and flashbacks. I play Brad Pitt's mother because he's born with this rare aging disease, left on my doorstep and I adopt him like any good southern woman would. My character runs an old folks home and a lot of the extras were senior citizens."

The story has Pitt age backwards, and mommy is there most of the time. "She's with the beginning, she teaches Benjamin Button everything he needs to know. Then there's a part where he goes off into the world to become a man, then he comes back. He comes back home to momma. So there's one little segment I'm not in but pretty much the whole movie."

It sounds like a more whimsical film than the usual Fincher fare, but the dark director compensated for that. "He's very dark and he's very upset that he's made a beautiful film. He's walking around, 'Ah, I can't believe I made a ****ing beautiful movie. Rrr, rrr." He still tried to make it dark. He had the smoke machine. Trust me, it's still dark where it can be, but it's beautiful. Beautifully dark."

And as for aging, Henson enjoyed seeing herself in old age makeup. "I just laughed because it's going to happen. It's going to happen and I embrace it."