Annette Francine Bening (born May 29, 1958) is an American actress.

Bening was born in Topeka, Kansas, the daughter of Shirley, a church singer and soloist, and Grant Bening, a sales training consultant and insurance salesman. Her parents, natives of Iowa, were practicing Episcopalians and conservative Republicans. Her sister and two brothers are Jane Bening (born 1953), Bradley Bening (born 1955) and Byron Bening (born 1957). The family moved to Wichita, Kansas, in 1959, where she spent her early childhood. In 1965, her father took a job with a company in San Diego, California, and they moved there. She began acting in junior high school, playing the lead in The Sound of Music. She studied drama at Patrick Henry High School.

She then spent a year working as a cook on a charter boat taking fishing parties out on the Pacific Ocean, and scuba diving for recreation. She attended San Diego Mesa College, then completed an academic degree in theatre arts at San Francisco State University. Bening joined the acting company at the American Conservatory Theater in San Francisco while studying acting as part of the Advanced Theatre Training Program. During this time she established herself as a formidable acting talent in roles like Shakespeare's Lady Macbeth.