Scarlett Johansson is absolutely unrecognizable in the June 2011 issue of 'W' magazine. In a rather unusual, yet funny pictorial called 'Woody's Other Woman: A Study in Scarlett', photographed by Tim Walker, the lovely actress portrays Buster Keaton and other cinema icons such as Marlene Dietrich, Sarah Bernhardt, and Giulietta Masina in Fellini’s La Strada.

We are often used to see Hollywood starlets posing gracefully in magazines, appearing in feminine, glamorous pictorials. We are mesmerized by their photoshoped bodies and faces, but also by those otherworldly dresses. However, there is one actress able to leave the bombshell etiquette behind and try something different. Scarlett Johansson embraces a whole new look and portrays Buster Keaton in the latest issue of 'W' magazine for June 2011.

In a special, yet funny pictorial called 'Woody's Other Woman: A Study in Scarlett', lensed by famous photographer Tim Walker, the 26-year-old actress looks practically unrecognizable, bringing homage to old Hollywood's cinema icons. The photoshoot took 14 hours and besides Buster Keaton, Scarlet also portrays Marlene Dietrich, Sarah Bernhardt, and Giulietta Masina in Fellini’s La Strada.
Even though Elvis was at the top of Scarlett' s wish list, the idea was ultimately dropped. Tim Walker explains the reason for this. "It just didn’t look appealing, appealingly beautiful or appealingly horrific," he told 'W' magazine.

The actress proves once again her talent and expressiveness in this funny pictorial, yet we have to admit that the entire team did a great job, managing to totally transform Scarlett. From hair, makeup, manicure and outfits to set designs and production, every part played a major role for the amazing final result.

Scarlett Johannson for W MagazineScarlett Johansson as Sarah Bernhardt

Scarlett Johansson for W MagazineScarlett Johansson as Marlene Dietrich

Scarlett Johansson for W MagazineScarlett Johansson as Giulietta Masina in

Still, where did the idea of such a beautiful, unique pictorial come from? It seems that this portrait series was developed last year, 'over a boozy dinner' in France. "We had just shot the Moët & Chandon ad campaign together, and we were sampling the product—excessively," Scarlett recalls. And, somewhere around their third bottle, they both thought it would be fun to do a story based on cinematic icons.

Scarlett and Tim worked together for the Moët & Chandon campaign. The pictures were taken in the surroundings of Trianon, in Epernay, France. Glamorous and elegant, the campaign is so different from the pictorial they made for 'W'.

Styled by Jacob K., Scarlett wears for 'W's June 2011 issue designer clothes, but also a few vintage pieces. As Giulietta Masina in La Strada, Johansson wears vintage hat and overcoat, Dries Van Noten silk jacket, Moschino cotton and silk top, and Escada wool trousers. As Marlene Dietrich, she wears Oscar de la Renta silk tulle bolero, Yohji Yamamoto Tencel dress with silk and cotton detail, and Dolce & Gabbana silk satin bodysuit.

For one of the most hilarious portraits, as Buster Keaton, the actress sports Boss Black silk suit and cotton shirt, vintage hat, vest, collar, and tie, Falke socks, and Early Halloween vintage shoes. And finally, as Sarah Bernhardt, she wears Calvin Klein silk and twill coat, Viktor & Rolf organza and cotton blouse, Tao’s polyester, organdy, and cotton dress, Escada linen and viscose pants, Ellen Christine hat, and Burberry belt.

Scarlett Johansson for W MagazineScarlett Johansson as Buster Keaton

Scarlett Johansson for W MagazineScarlett Johansson as Buster Keaton

Scarlett Johansson for W MagazineScarlett Johansson as Buster Keaton

Scarlett Johansson for W MagazineScarlett Johansson as Buster Keaton

Photos courtesy of W Magazine