Annette Bening, Greta Gerwig and Elle Fanning have joined the cast of 20TH Century Women, a comedy/drama from Annapurna Pictures set in Santa Barbara in 1979 written and directed by Mike Mills and based on people he knew growing up. Bening will play Dorothea Fields, a mother who’s trying her best to raise her teenage son, Jamie and taps the wisdom of two other women in her life, each from a different era of the 20th Century. They all try to set her son on the right path to becoming a man.

Megan Ellison is producing through Annapurna with Anne Carey of Archer Gray and Youree Henley. Annapurna’s Chelsea Barnard will serve as executive producer.

Gerwig will play Abbie, asophisticated photographer submersed in the punk culture of the era who is forced to return to her home town and ends up living with Dorothea and Jamie. Fanning will pay Julie, a 16-year old smart and secretively provocative friend of Jamie’s who challenges Dorothea. Filming is set to begin later this year in Southern California.

Bening will be seen on the screen next in her husband Warren Beatty’s untitled film about Howard Hughes. She has been nominated for four Academy Awards, and other credits include Danny Collins, The Search and The Face of Love.

Gerwig recently co-wrote and starred in the critically acclaimed Frances Ha for IFC Films, for which she was nominated for a Golden Globe. She most recently wrapped production on Rebecca Miller’s Maggie’s Plan as the title role of Maggie opposite Julianne Moore and Ethan Hawke. Next she stars in Noah Baumbach’s Mistress America for Fox Searchlight, which will be released this summer.

Fanning recently starred in Disney’s Maleficent and next stars in Trumbo with Bryan Cranston, Diane Lane and Helen Mirren, which will be released later this year. She also stars in the upcoming Three Generations opposite Naomi Watts and Susan Sarandon, and is currently filming director Nicolas Winding Refn’s The Neom A Demon.

Bening is represented by CAA, Gerwig is represented by UTA and Management 360, and Fanning is represented by WME and Echo Lake Entertainment.