Cristin Milioti breaks down Sofia Falcone's thrilling transformation on The Penguin

Everyone expected Colin Farrell to impress as Oswald Cobb on The Penguin; they were already impressed by his performance as the Batman villain in director Matt Reeves' 2022 film The Batman. The layers of makeup alone are staggering; it's hard to believe the handsome Farrell is under all that stuff.

And indeed, Farrell has been killing it on HBO's new Batman spinoff show. But what people didn't expect is for Cristin Milioti, who plays budding crime queenpin Sofia Falcone, to match or even exceed him. The latest episode of the show, "Cent'anni," ends with Sofia gassing her entire family to death. It's at once punishment for the lot of them lying years earlier about her being crazy, which resulted in her getting shoved into Arkham State Hospital for a decade, and a move to take over the family business. Fans officially can't wait to see what happens next.

As we learned in the episode, Sofia's own father Carmine Falcone framed her for muder and made it look like she was insane after she started talking to a reporter about some of her family's less savory business dealings. Oz played a part in that, but Sofia is willing to look past that and work with him once she's released from Arkham. But after he betrays her again, she reaches a breaking point, as showrunner Lauren LeFranc explained to IndieWire:

"She’s eating a lot of shit; these men are treating her so terribly and with such disdain that it’s like how much can this woman take. And after the revelation about Oz, after putting her trust in him again, I think really makes her feel stupid and angry and frustrated. That there was a little bit of opening the door to Oz again, only to learn what he did to her brother. She’s had it. She’s done. It’s like, ‘Why do I need to play by the game that was constructed, the institution of the mob. Why should I play by those rules? It’s not built for someone like me.’ And so she decides to burn it all down, gas her entire family, and she does it with a level of delight that feels very free, and suddenly unlocks the woman she’s become as a result of Arkham."

It sounds like Milioti was as thrilled with this development as fans were. “You fully get to see her go from who she used to be to a full-blown villain,” the actor told Entertainment Weekly. “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.”

The show found great ways to sell this transformation visually. In the first few episodes of the show, right after Sofia is released from Arkham, she seems buttoned down and restrained. As LeFrance says, she "puts back on the clothes that Sofia might have worn before she was put in Arkham. She’s trying to inherently fit back into this mob patriarchal world, despite herself.”

But for her final family dinner before she kills her relatives, she puts on a body-hugging yellow cocktail gown, and then struts through the mansion full of dead people the morning after wearing a gas mask over it. It's an effortlessly iconic fashion moment that came just in time for Halloween. It's a visual representation of Sofia coming into her own.

Sofia Falcone is inspired by the real-life story of Rosemary Kennedy

According to LeFrance, this version of Sofia Falcone is based on a real-life figure from history: Rosemary Kennedy, who was lobotomized at the age of 23 and put into institutions for decades. “Rosemary was put in a mental institution and given a lobotomy, and then her story ended, her narrative never was told beyond that, which I always found fascinating and tragic and terrible,” LeFranc said. “With the history of mental institutions, usually someone would say a woman’s ‘hysterical,’ and we don’t really know what that equates to, and then they would put her away. So I asked Matt early on, ‘I would like to have Sofia come from Arkham State Hospital,’ and he was on board, which I’m so grateful for because Matt has the ability to say absolutely not, and instead he leaned into it.”

LeFrance clearly had a lot of leeway when laying out what would happen on The Penguin, and so far she's made great choice after great choice. “Matt never wanted to do a straight up adaptation of a comic book,” she said. “It’s fantastic that those stories exist, but I’d like to create new stories. I wanted to create new canon.”

So far, so good. New episodes of The Penguin air Sunday nights on HBO and Max.

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