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She was born Jane Elizabeth Ailwên Phillips on 14 May 1933, in the small village of Betws in Ammanford, south Wales. She spoke only in Welsh for much of her childhood, and learned English by listening to the radio.

Phillips entered the performing arts at an early age, taking to the stage as a child and performing on Welsh radio at the age of eleven. She later toured with the Arts Council of Wales, appearing in Welsh plays across the country.

She studied at the University of Wales and won a scholarship to the prestigious Royal Academy of Dramatic Art. While there she won the Bancroft Gold Medal.

She also worked for the ³ÉÈË¿ìÊÖ as a bilingual announcer and newsreader before her acting career flourished.

Phillips made her London stage debut in a production of Hedda Gabler in 1957. She met and fell in love with Peter O'Toole two years later while unhappily married. She divorced her first husband and married the tempestuous O'Toole, a union that would last 20 years.

During their marriage the couple frequently starred together. The most noteworthy of these features include the 1960 ³ÉÈË¿ìÊÖ production of Saunders Lewis' novel Siwan, and films Becket (1964), Goodbye, Mr. Chips (for which she won the Best Supporting Actress award from the National Society of Film Critics) and an adaptation of Dylan Thomas' Under Milk Wood (both 1971).

Phillips garnered many prestigious stage roles at this time, including Katherine in The Taming of the Shrew at the Oxford Playhouse, Julia in the Royal Shakespeare Company's 1960-1 version of The Duchess of Malfi and Ann Whitefield in Man and Superman.

Phillips turned to the small screen for much of the seventies. She won acclaim in two ³ÉÈË¿ìÊÖ productions in the mid-seventies; as suffragette Emmeline Pankhurst in drama Shoulder to Shoulder in 1974 and in an adaptation of Richard Llewellyn's novel How Green Was My Valley in 1975.

No stranger to major female roles she excelled in the role of Livia in ³ÉÈË¿ìÊÖ epic drama I, Claudius, screened in 1977. Alongside a stellar cast featuring Brian Blessed, Derek Jacobi, Patrick Stewart and John Hurt, Phillips won critical acclaim as the power-hungry Roman Empress in the adaptation from Robert Graves' novels I, Claudius and Claudius the God. She clinched the 1977 BAFTA award for Best Actress for her role.

The late seventies saw her star in an adaptation of Crime and Punishment, as Katerina Ivanovna, and in the early eighties she starred opposite Alec Guinness in ³ÉÈË¿ìÊÖ adaptations of John le Carre's novels: Tinker, Tailor, Soldier, Spy and Smiley's People.

1980 also saw Phillips add another string to her bow as she performed in a musical role for the first time in Pal Joey. This year also saw her star in film Njinsky and a year later was cast as Clementine Churchill opposite Robert Hardy in television mini series Winston Churchill: The Wilderness Years.

Phillips shone in another strong role in 1984 science fiction film Dune, as Reverend Mother Mohiam. A year later she took on another musical role in West End production Gigi.

Phillips starred as Miss Matilda Crawley in the ³ÉÈË¿ìÊÖ's 1987 adaptation of William Makepeace Thackeray's Vanity Fair. A year later she appeared in the television series The Snow Spider as Nain Griffiths, a role that she would reprise in the early nineties in sequels Emlyn's Moon and The Chestnut Soldier, all of which were adapted from the children's novels by Jenny Nimmo.

She shone in the role of Madame de Volanges in Milos Forman's Valmont, an adaptation of Les Liaisons Dangereuses, in 1989 and took on further roles in programmes aimed at the younger audience; she featured in The Borrowers and The Return of the Borrowers as Mrs Driver, and in the Golden Globe nominated television drama Heidi as Frau Sesemann.

A juicier role came in the form of playing Daniel Day-Lewis' mother in the 1993 Martin Scorsese film The Age of Innocence. This year also saw her work with playwright Pam Gems and director Sean Mathias in a production of Ibsen's Ghosts. She later collaborated with the pair on musical Marlene, expertly impersonating the screen legend Marlene Dietrich for which she won a Tony nomination following the Broadway production in 1997.

The late nineties saw her star in ³ÉÈË¿ìÊÖ period drama Aristocrats, appear as Queen Eleanor in television series Ivanhoe and she also played the Red Queen in the 1998 Channel Four production of Alice Through the Looking Glass.

Her services to the performing arts were acknowledged in 2000 when she awarded a CBE in the Queen's Birthday Honours list. She has also been inducted into the Gorsedd of the Bards and made an honorary fellow of Cardiff University, Trinity College, University of Glamorgan and Swansea University.

Recent television accolades include parts in Ballykissangel, Midsomer Murders, The Last Detective, Holby City and Agatha Christie's Poirot.

In 2009 she starred as retired school teacher Jessie in the stage production of The Calendar Girls at the Noël Coward Theatre.

In March and April 2010 Phillips will star in Tom Morris' production Juliet and her Romeo at , a new take on William Shakespeare's tragedy which casts the star-crossed lovers in their eighties and in a care home.