‘The Penguin’ star Cristin Milioti on Sofia Falcone’s Arkham-induced breakdown

The way Cristin Milioti saunters through the halls of the Falcone manor in a flowing chic cocktail dress, her face covered by a gas mask as she counts the dead bodies in her wake, evokes Michelle Pfeiffer. Milioti’s character on HBO’s The Penguin, Sofia Falcone, just finished gassing most of the key players within her mobster family’s underworld dynasty in their sleep as retribution for years of betrayals. She now surveys her handiwork and does so with the same panache Pfeiffer once channeled as Selena Kyle in Tim Burton’s 1992 classic Batman Returns. To Milioti, this is the highest of compliments. 

“I’m sure that performance is always somewhere [in my head],” the South Jersey native tells Entertainment Weekly, “in the way that all those performances that you watch as a kid, that are so meaningful for you, take up permanent residence. I was 7 when Batman Returns came out and I saw it in theaters. It terrified me, but I also wanted to put it directly into my veins.” 

The Penguin showrunner Lauren LeFranc didn’t realize the full scope of the Batman fan she hired to play one of two leading roles in the sequel series to Matt Reeves’ 2022 movie The Batman. “I don’t think she’s just saying that,” LeFranc comments. “I think she genuinely means it.” 

She does indeed. Milioti dressed as Catwoman that Halloween after seeing Pfeiffer on screen. She pleaded with her parents (and bartered with good grades) to order a $20 polyester getup spotted in those seasonal pennysaver catalogs that accompanied the weekend newspaper. “I remember the costume came with these little push-on plastic, very flimsy nails,” she recalls. “I would wait at the bottom of my driveway every day just rocking [back and forth] being like, ‘Is it today?’ I wore it for Halloween, yes, but then I wore it constantly. I would come home from school and put it on and just freak out.”

It’s sometimes difficult for Milioti, 39, to grasp the full-circle moment happening. She ponders what that child might think upon seeing her future self giving a Bat-baddie like Sofia Falcone a definitive performance. Some days on set of The Penguin, Milioti says, she would get very quiet taking in the experience. “I have been obsessed with this role since the moment I signed on,” she continues. “They shared the first four episodes with me before we started filming.” Of episode 4, specifically, she adds, “For sure when I read that, my heart exploded.”

Milioti sits on the living room couch of her Brooklyn apartment on a Tuesday afternoon in early October. The actress dons a cozy seafoam green sweatshirt and blue jeans, but keeps the windows open so she can feel the cool air of the new fall season setting in. Her dog, Rupert, a mixed breed West Highland White Terrier, initially mistaken for a fuzzy throw blanket, pops his head up to bark at a pup from next door. This is only the second day of acclimating to the east coast time zone since finishing a project Milioti shot abroad. She can’t say which project exactly. “Everything is hush hush,” she remarks of Hollywood jobs. 

With The Penguin, she similarly imagines a cloaked Men in Black-esque figure from the network bursting into her home to wipe her memory if she says anything too revealing. It’s taken her an entire career to fulfill a childhood dream and she doesn’t want to mess it up by breaching an NDA. But with the arrival of episode 4 on Sunday, which marks a big moment for the character, she feels more at ease. In the span of an hour for the installment — “Cent’anni,” written by John McCutcheon and directed by Helen Shaver — Milioti embarks on a flashback-induced odyssey through the life of Sofia, beginning with her anointment as Carmine’s heir to the Falcone throne. Once the godfather of Gotham learns his daughter met with a journalist investigating a string of murders he committed, he manipulates the police to frame Sofia for all those deaths and lock her up in Arkham State Hospital, while the press falsely brand her “the Hangman” serial killer. Cut to the present, and she’s now purging her family of the scum that turned their backs on her — and Colin Farrell’s Oz Cobb is next on her list. 

Milioti deliciously and strategically navigates Sofia’s descent into the mad state of someone forced to endure the harsh living conditions of Arkham, the intense electroshock treatments, and the even more unforgivable sin of gaslighting. Gone is that once cool-girl demeanor. The woman we see grappling with Oz for control of Gotham City in the present is a viper; she always appears coiled, ready to strike, even when she’s not on alert. “You fully get to see her go from who she used to be to a full-blown villain,” Milioti says. “To get to do all that in one hour, I was beside myself. It’s like a movie. You get to see her in all those different stages of how she’s pushed to madness.” 

Milioti has a love-hate relationship with discussing the acting process. On one hand, she enjoys hearing other thespians talk shop; on the other, some of those specifics feel private, almost too personal to be talking about it so casually. She does divulge, however, “Something that I really did want to ensure that I was able to accurately portray is that she is entirely unpredictable.”

You could say that defines Milioti’s career as a whole. She went from her Tony-nominated performance as Girl in the intimate Broadway musical Once, to slapping Leonardo DiCaprio across the face as his scorned big-haired wife in Martin Scorsese’s The Wolf of Wall Street, to entering the sitcom world as the titular mother of How I Met Your Mother, to the time-loop rom-com of Palm Springs, to the streets of Gotham. “She’s so charming, so it makes sense that she gets a lot of romantic-comedy-esque roles or a quirky version of them, but she’s such a tremendous dramatic actress, too,” LeFranc raves of her star. “I really think she transformed Sofia in my head. I never pictured anyone when I was writing her, and then once Cristin came in and had her first scenes, I was like, ‘Oh, this is completely correct.’ Sofia starts as a character who is a little bit of a cipher. You don’t understand what happened to her. You don’t understand what her agenda fully is. You just know that she throws Oz off, and there’s power in throwing a guy like Oz off because he’s not easily thrown.”

Farrell remembers shooting their first scene together on set: the episode 1 sequence in a dim-lit room with martinis. “We’re pretty much there to do everything but actually have a meal,” he recalls. “She’s trying to extract information from me, and I’m trying to figure out what exactly she’s looking for or what she’s insinuating. There’s a lot of dancing around the elephants in the room. She was incredible.”

Many members of the Hollywood press tend to bring up The Sopranos when describing The Penguin, perhaps because both feel like prestige mob dramas under the HBO umbrella. It does feel like another one of those cosmic moments for Milioti, whose first TV job was playing Catherine Sacrimoni, the daughter of mafioso John Sacrimoni, a.k.a. “Johnny Sack” (Vincent Curatola), on three episodes of the James Gandolfini-led hit. She calls it “one of many profound, emotional, moving, and meaningful synchronicities in my life.” When Milioti booked the gig around the age of 20, her family couldn’t afford HBO so she hadn’t watched the series, but knew such names as Tony Soprano (Gandolfini) and Paulie Walnuts (Tony Sirico). It was only in 2022 that Milioti watched The Sopranos in its entirety. “I kind of forgot I was on it,” she admits. “I mean, I’m not good in it. I didn’t know how to get the line out. It’s like watching a fawn on the ice or something, but it was very profound to be like, ‘Wow, you kept going. Good.’” 

Milioti remembers the overwhelming experience at that age. She navigated the industry on her own for a year after bowing out of the acting division of NYU’s Tisch school, where she enrolled in the musical theater studio. The liberal arts education that came with the degree, something she craves now with the benefit of hindsight, felt distracting to her goal, which was to act, act, act. Student loans also felt crippling to a young actor hoping to enter an already competitive field. “I remember being 18, 19 years old imagining my non-existent bank account going into bright red and being like, ‘I’m only getting to act for 20 minutes a week?! I think I’m losing my mind here,’” she recalls.

So she didn’t know her way around a film set when she found herself in the makeup chair next to Gandolfini, preparing for an episode directed by Steve Buscemi. An agent had seen Milioti in a modern play inspired by the 1774 book The Sorrows of Young Werther by Johann Wolfgang von Goethe, and based on that performance of a recovering pop star, sent her on two auditions, The Sopranos being one of them. “I didn’t know what craft service was,” Milioti admits. “One of the crew members was like, ‘You can’t miss it. It’s a giant table of food.’ But because we were shooting that wedding episode, I ended up eating the prop shrimp, which was such an embarrassment of them being like, ‘Don’t eat that! That’s been sprayed!’”

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Despite that moment, which is still burned into Milioti’s brain, she considers the experience a pivotal moment. After a year of working a series of odd jobs, including babysitting and dog walking, to make ends meet while pursuing theater work, The Sopranos became her hopeful sign that acting was a viable career path. What she had to learn next was to trust that she knew what she was doing. “I spent a lot of my 20s trying to be what I thought people would want,” she says, calling up how she auditioned for various roles across CW shows. The feedback would always be: “You’re doing an impression of what you think a CW show is.” 

“Because I wanted the job,” she points out. “I wanted to pay my rent.”

Then a certain casting director took her aside. “She was like, ‘I’ve been bringing you in [because] I keep seeing you in all these plays where you’re going full tilt’ — and that’s not even in terms of an intensity,” Milioti continues. “When she was like, ‘I brought you in for you, so start showing me you,’ that was incredibly kind of her and really helped. That’s a tough thing to learn because auditions are brutal. They never get easier.”

It did take some forceful steering, hands on the wheel, to maintain a variety of roles and not be pigeonholed. It happened multiple times in Milioti’s career, where one role would be well received and then a series of offers to play similar parts would follow. She admits it’s scary to say no to things but ultimately feels she needs to wait for that thing that gives you butterflies in the stomach. Milioti speaks about it almost spiritually, or at least cosmically: “The things that find you are meant to find you.”

Like her standout episode of Black Mirror in 2017, season 4’s “U.S.S. Callister.” Programmer Robert Daly (Jesse Plemons), the creator of a massively popular online multiplayer, steals DNA samples of his disrespectful coworkers to create digital clones that he then traps inside a secret build of his game, forcing them to act out a Star Trek-like reality and torturing them if they don’t comply to his whims. Milioti arrived as Nanette Cole, a new hire to the company whose clone rallies the others to rebel against their jailer. In a move that required less steering on her part, the producers called the actress to audition for the Netflix show, but it was quite secretive.

“I think they gave you two pages, and I had no idea what it was about,” she remembers. “The scene was me explaining about coding of some kind, but also there was urgency to it.” When she finally booked the job and received the full script, it was heightened, dystopian, funny, dark, and strange — all characteristics of roles Milioti had individually, now mixed into one gig. 

“U.S.S. Callister” became such a success that the main cast, Milioti included, are now returning for a sequel episode as part of Black Mirror season 7, which arrives in 2025. She wasn’t surprised to get that call. “We always talked about it,” she says of the sequel. “This business is crazy and things fall apart. It’s a miracle that anything gets made. So I always try to keep my expectations low, even if there’s a secret part of me that is so unbelievably hopeful for it to happen.”

It’s the same reason why she’s so appreciative of Sofia Falcone. Milioti actively auditioned for various comic book-based projects over the years. She doesn’t mention any specific ones by name, but says they “really ran the gamut” of different heroes and villains. “I tested for a bunch of different ones. They weren’t interested,” Milioti remarks. “I was never precious about it. I think that’s also what’s maybe such a pleasure about getting older is that I am so glad I didn’t get any of those. I got to do it eventually and in a way that feels right for me. I know that I wasn’t right for those other ones.”

Fans of The Penguin would agree: Nobody could tease out all the specific, disparate complexities of Sofia Falcone in a single performance like Milioti. And since we know that the series will lead directly into the events of Reeves’ upcoming The Batman Part II, which picks back up with Robert Pattinson’s Dark Knight story, perhaps there’s a chance her journey will continue on to the big screen. “I would love to get to revisit her, for sure,” Milioti comments. “I mean, are you kidding?!”

At the very least, “She’s a chameleon,” LeFranc says. “She’s the best part of everything she’s in. I think we all felt that.”