Fur is not a biopic about the life of the eclectic and reknowned New York photographer who earned a reputation by capturing the odd and unusual. Instead, it's a fantasy fairy tale that looks into what could have possibly changed her from a typical loving housewife with two kids into one of the most influential artists of the '60s.

Fur is Steven Shainberg's follow-up to his controversial indie drama Secretary. Shainberg told ComingSoon.net why he decided not to go the normal biopic route with the film. "I don't personally have any interest in straight-ahead biopics," he said. "I never walk out of one and feel like I've genuinely gotten to know who that person was. I think they deal with too much time in general, so they're essentially superficial. They feel like the greatest hits of a famous person's life, from dramatic scene to dramatic scene to dramatic scene. Finally, they tell you something you already know. I find that to be an empty way to go at somebody's life. I don't think it reveals anything."

"I'm interested in making a film about somebody that tells you what you don't know," he continued. "That goes into a mystery and that goes into a process that is essentially unconscious. You didn't really know what was happening to Diane Arbus in 1958. There was a beautiful transformation that occurred, and one of the things I've always wondered about her is how did that happen? How did this woman in 1958, at the age of 35, married with two kids, doing what she considered to be banal work in her fashion photography studio with her husband, how did that woman become the Diane Arbus that we know? That is not a question that can be answered literally. Patricia Bosworth can't answer it in her biography. In fact, she skips over it in her biography. If you read her biography carefully, the movie actually takes place in a section of Arbus' life that Bosworth just jumps over. In my original copy of her biography from 1984, when I was 21 years old, I wrote a note that said 'What happened here?' And that's where the movie is going. I've read everything that's been written about Arbus. I would challenge anybody to find an article about her that I have not read, and nobody can address this question at all. What happened that she became the person that she did? This wasn't someone doing this kind of work at 17, 20, 25. It wasn't until she was 35 that she said, 'My life has got to take a different direction.' To explore that essential question, which has no literal answer, there really was no other movie to make."

But Shainberg wasn't done there in defending his decision. "If you look at her work, her work is myth, her work is fairytale. Although the giant is a real giant, although the little people are real little people, they seem to have been spun from her own unconscious. She herself said that she felt like she was living in a fairytale for adults. She said this. So it wasn't something that I came along and graphed onto her life. It was something that came directly from her experience."

Actor Robert Downey Jr. plays Arbus' new upstairs neighbor Lionel, a mysterious masked man who hides a secret, one that will forever change how Arbus views the world. The role forced Downey Jr. into an elaborate make-up job that would have made Lon Chaney proud, but it made us wonder why he'd take a role that involved wearing such a rigorous outfit for most of the shoot. "I'm wondering right now if it's too late to turn down the role," he joked. "I think it's going to be exhausting! Excruciating!"

"It's like anything," he said, getting more serious. "I thought cool story, met the director, Mrs. Downey grilled him for about a half hour on what he was thinking , what did he mean by this, and he was so passionate about it, and that's infectious. I just thought if you have to do this sort of SFX make-up job, it really shouldn't have to mean that it isn't a great story and you don't really get to utilize it and play with a lot. I can't do this thing and have it be precious. I have to comb it and play with it and have it up in buns. And they're like, 'Yeah, we can do a little of that.' And I was like, 'No! Not a little of that. I'm telling you that it has to have a lot of variety.' And they were like, 'That's what we want to. Will you relax?' I know that once it's off and running, I don't like building the f**king airplane while it's flying. A job like this, to me, is a faith game and it was about sustaining a reasonable level of sanity for six or eight weeks."

If you still haven't figured out Lionel's secret or what Downey is going on about, then the film's title should be a dead giveaway of what to expect when Lionel is unmasked. Downey told us how he endured the film's hairy transformation.

"We made this make-up room look like Lionel's apartment a little bit, and I would either be listening to shokra meditation tapes or Led Zeppelin as the day required. I told them I'd be going through some mood swings, but I'll come in a half hour early every day and meditate, so I'm really trying to make this a real exercise in patience and humility and gratitude. And then we had a paper cut-out crab and a paper cut-out shack and the further I got towards the shack… if the crab was in the shack, then I was in trouble, because I was being an *sshole. They're a really big part of the story, the folks who created the look with me. It was a 6-hour job in under 3 hours with two artists, because usually you'd have one person who does the application and it's really hard to find two people who can work together. She was right side and he was right side and they just worked at their own pace. It was completely like one of those dioptic trippy things, left side's feminine and I have this really brilliant, super-nerdy guy, and right side's masculine and she's this pretty, sexy hippy girl.

The film has an amazing look thanks to the costumes, the production design, and the amazing cinematography by Bill Pope (The Matrix, Spider-Man 2). Shainberg revealed how he came up with the striking look for the film. "I go through a crazy lunatic process," he told us. "It's one of my favorite parts about making a movie. I basically go into a room for like three or four months by myself. I put earplugs in my ears and I essentially sit at a desk with my eyes closed for like six or seven hours a day and I draw the entire movie. And I change it and I do it over and over again and I make an enormous number of notes for each department. Wardrobe department, makeup department, production, design, lighting, so on and so forth. Whatever occurs in my mind in regards to that scene. I work a scene, I work a scene and I work a scene. And I make hundreds of notes. And in this case I think we ended up with like four thousand notes in a notebook that's this big. And that gets delivered to all the keys. To everybody who's got an essential article of contribution to make. They are supposed to read everything; I think generally they read their department. I try to quiz them on it to see if they are really doing their homework. In any case, that begins the conversation. It is not like they are doing what I tell them to do. It's like, for example, deciding that everything downstairs will be muted, and as we ascend to Lionel's apartment, more and more of the walls will be stripped back. When we go out into the world, she will discover an even more vibrant world via paint and light, so on and so forth. These are basic conceits for the film, which then get more explicitly worked out in the notes and get transformed over and over again as you hire people who are fantastic at their jobs and start a dialogue. But this movie and Secretary are extremely carefully designed films, and that is part of the pleasure. I love them."

Downey conjectured on what he thought his fictionalized character may have brought to Arbus' artistic life. "I think it was simply that he's compelled to not necessarily manipulate, but guide her on this journey that he knows she has to take. One that he's taken and he's almost done with. For me, that was the thing, to fully be that archetypal guy. And I get it. If I knew a gal who was wondering if maybe she wanted to be an actress, and I had three months to live. If I wasn't married and lived upstairs. I'm not saying I'd be some crazy *ss homewrecker and I'd bang her, but it gives this urgency to having some kind of legacy, and I think that's really the great metaphor. There was an urgency to her legacy as an artist, there was almost a necessity for her death to be an exclamation point on her life."

"Retrospectively, I tend to go into the best situations begrudgingly, and Fur is like one of those things, but I'm working on it," Downey Jr. admitted as he mused on the effect the film had on him. "It was just a big payoff, and ultimately, it's down to what Shainberg and Nicole did with her journey. By the end of the movie, what her accomplishment was and how Lionel directed it was the half of a hundred different ways she approached that future."