The 'Grey's Anatomy' star recalls in her own words the personal struggles and advice from Shonda Rhimes that led to a milestone: highest-paid actress on a primetime drama.

On March 27, 2005, ABC debuted a medical drama titled Grey's Anatomy from a then unknown creator, Shonda Rhimes. The show was an instant smash, and everybody involved was ecstatic.

Everybody, that is, except for the series' star, Ellen Pompeo, the Grey of Grey's Anatomy. "I knew I was fucked," she recalls thinking at the time. After all, Pompeo was supposed to be a movie star.

Following a rocky childhood in a blue-collar, mob-heavy Boston suburb, where she and several siblings were raised by her father and grandparents (her mother died of an overdose when Pompeo was just 5), she found her way to Hollywood. Before long, her breakout role as the love interest in the 2002 film Moonlight Mile had sparked interest from major filmmakers. "Sam Mendes, Steven Spielberg, Warren Beatty," she rattles off the names. "They were all, 'We were blown away by this performance' and 'You're a superstar.'"

But by 2004, her movie career had stalled and she was perilously close to broke. Then her agent, CAA's Rick Kurtzman, brought her the script for Grey's Anatomy. "I was like, 'I'm not going to be stuck on a medical show for five years,' " she remembers telling him. " 'Are you out of your fuckin' mind? I'm an actress.'" He convinced her to audition anyway, if only to pay the rent.

Fourteen years later, Pompeo is no longer a renter. In late 2017, she signed a new deal that will make her dramatic television's highest-earning actress. The expansive pact covers Grey's' current season and a 15th and 16th season after that (though the latter two have not been formally ordered, Rhimes says, "The show will go on as long as Ellen wants to do it.") Pompeo credits her boss and mentor — who recently signed a nine-figure deal of her own at Netflix — with empowering her to overcome any doubts she may have about her own worth and to demand the best possible deal.

"As a woman, what I know is you can't approach anything from a point of view of 'I don't deserve' or 'I'm not going to ask for because I don't want other people to get upset,' " Rhimes says now. "And I know for a fact that when men go into these negotiations, they go in hard and ask for the world."

Pompeo had plenty of leverage. Grey's has been drawing nearly 12 million viewers 300-plus episodes in, making it ABC's No. 2 drama, behind only fall 2017 entry The Good Doctor. And the show, which airs in some 220 territories around the world, is a multibillion-dollar franchise for ABC parent Disney. Rhimes recalls giving her star a simple piece of advice: "Decide what you think you're worth and then ask for what you think you're worth. Nobody's just going to give it to you."

The result: Pompeo's new pact will have her earning more than $20 million a year — $575,000 per episode, along with a seven-figure signing bonus and two full backend equity points on the series, estimated to bring in another $6 million to $7 million. She also will get a producing fee plus backend on this spring's Grey's spinoff as well as put pilot commitments and office space for her Calamity Jane production company on Disney's Burbank lot. Already, she has a legal drama in contention at ABC, and she recently sold an anthology drama to Amazon, which will focus each season on a different American fashion designer's rise to prominence.

Actors typically hate discussing their paychecks in the press, but Pompeo, a married mother of three, has chosen to do so with The Hollywood Reporter now in the hope of setting an example for others as women in Hollywood seize a new moment of empowerment and opportunity. An edited version of the conversation follows.

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I'm 48 now, so I've finally gotten to the place where I'm OK asking for what I deserve, which is something that comes only with age. Because I'm not the most "relevant" actress out there. I know that's the industry perception because I've been this character for 14 years. But the truth is, anybody can be good on a show season one and two. Can you be good 14 years later? Now, that's a fuckin' skill.

I'm not necessarily perceived as successful, either, but a 24-year-old actress with a few big movies is, even though she's probably being paid shit — certainly less than her male co-star and probably with no backend. And they're going to pimp her out until she's 33 or 34 and then she's out like yesterday's trash, and then what does she have to take care of herself? These poor girls have no real money, and the studio is making a fortune and parading them like ponies on a red carpet. I mean, Faye Dunaway is driving a fuckin' Prius today. Now, there's nothing wrong with a Prius, but my point is, she had no financial power. If we're going to invoke change, that has to be part of it.

For me, Patrick [Dempsey] leaving the show [in 2015] was a defining moment, deal-wise. They could always use him as leverage against me — "We don't need you; we have Patrick" — which they did for years. I don't know if they also did that to him, because he and I never discussed our deals. There were many times where I reached out about joining together to negotiate, but he was never interested in that. At one point, I asked for $5,000 more than him just on principle, because the show is Grey's Anatomy and I'm Meredith Grey. They wouldn't give it to me. And I could have walked away, so why didn't I? It's my show; I'm the number one. I'm sure I felt what a lot of these other actresses feel: Why should I walk away from a great part because of a guy? You feel conflicted but then you figure, "I'm not going to let a guy drive me out of my own house."

So, what does it look like when he leaves the show? First, it looks like a ratings spike, and I had a nice chuckle about that. But the truth is, the ink wasn't even dry on his exit papers before they rushed in a new guy. I was on vacation in Sicily, decompressing — it was a long working relationship and it was a tumultuous end and I needed a moment to just chill with some rosé — and they're calling me, going, "What do you think of this guy?" "What do you think of this guy?" And they're sending pictures. I was like, "Are you people fucking nuts? Why do you feel that you have to replace this person?" I couldn't believe how fast the studio and the network felt like they had to get a penis in there. We brought in Martin Henderson, but they didn't love the storyline, so that ended.

Things have changed, though. In Shonda finding her power and becoming more comfortable with her power, she has empowered me. And that took her a while to get to, too. It was part of her evolution. It's also why our relationship is so special. I was always loyal to her, and she responds well to loyalty. So, she got to a place where she was so empowered that she was generous with her power. Now, what did that look like? It looked like her letting me be the highest-paid woman on television, letting me be a producer on this show, letting me be a co-executive producer on the spinoff and signing off on the deal that the studio gave me, which is unprecedented.

Let me back up. What happened is that I went to Shonda and I said, "If you're moving on to Netflix and you want the show to go down, I'm cool with that. But if you want it to continue, I need to be incentivized. I need to feel empowered and to feel ownership of this show." And she was like, "I absolutely want to keep the show going. It's the mothership, so let's find a way to make you happy. What do you want?"

Now, maybe it's my Irish Catholic upbringing, but you never want to [be perceived as] too greedy. Or maybe it's just that as women, that's our problem; a guy wouldn't have any problem asking for $600,000 an episode. And as women, we're like, "Oh, can I ask for that? Is that OK?" I'd call Shonda and say, "Am I being greedy?" But CAA compiled a list of stats for me, and Grey's has generated nearly $3 billion for Disney. When your face and your voice have been part of something that's generated $3 billion for one of the biggest corporations in the world, you start to feel like, "OK, maybe I do deserve a piece of this."

What I said to Shonda is the truth: "I don't get to do anything else, and that's frustrating for me creatively. I make 24 episodes of TV a year, and as part of this deal, I cannot appear anywhere else. And directing is cool but, to be honest, it just takes me away from my kids." Then I said, "So, it's got to be a ton of money. And it has to help me with my producing because producing is something I really enjoy. That's my creativity now." Acting, to me, is boring. An actor is the least powerful person on set, so I don't care about chasing roles. Plus, at my age, it's pretty unrealistic. Not that I can't do a cool cable thing, but I'm not going to have this whole second life as a movie star. I'm not fuckin' Julia Roberts.

In the last few weeks, a lot of us actresses in town have been having these meetings [as part of the Time's Up initiative]. We've been sharing stories and trying to figure out how we can promote change and use our voices to help other people. And I'll tell you, sitting in rooms full of Oscar-winning actresses listening to how they've been preyed upon and assaulted is frightening. And it confirmed that my path really was the right one for me, because I've chosen to financially empower myself so that I never have to be ducking predators and chasing trophies. It's not for everyone. You have to be more interested in business than you are in acting.

By the way, I saw the other path. My agent once sent me to see Harvey, too. I went right up to his room at the Peninsula, which I would never normally do, but Harvey was a New York guy, so it made sense. Plus, it was in the middle of the day, and he had an assistant there. He didn't try anything on me. Had he, I'm a little rough around the edges and I grew up around some very tough people, so I probably would have picked up a vase and cracked him over the fucking head. But I also feel completely comfortable saying that I walked into that room batting the shit out of my eyelashes. My goal in that room was to charm him, as it is in most rooms like that. You think, "Not only do I have to show that I'm a good actress, but that director also has to in some way fall in love with me and at least become enamored with me." That never felt right or good to me. And I've had conversations with my agents 17 years later. I've said, "You sent me into that room knowing …" They claim they didn't know.

So, again, if you're 100 percent an artist, this path, my path, is not going to fulfill you. I talk to a lot of girls who are on network shows, and they have the same culture problems that we had. Now, I don’t think it’s a secret that we had a real problem at Grey’s for a long time. On the outside, we were a massive success, but there was all of this tumult on the inside: It was a lot of rivalry, a lot of competition. It starts with actors behaving badly, and then producers enabling them to behave badly. And, by the way, I'm guilty of it, too. I saw squeaky wheels getting all the fucking grease, so I was like, “OK, that's how you do it,” and I behaved badly as well. I mimicked what I saw. I'm not perfect. But now I hear other stories from other shows, maybe not to the same extent, but what happens in network TV is that it's super-mundane and there are super-long hours and it's not necessarily the most creative space, so actors get frustrated and they get angry. And there are behavior problems because actors are miserable that they're not Leonardo DiCaprio or Margot Robbie. That's actors: They want to do whatever they're not doing. You could give them a fucking beautiful chocolate ice cream cone with sprinkles and they're gonna say they want strawberry.

Here's the thing: You have a choice. You can hold actors down and try to control them, but it kills their spirit and they resent being there. When I'm directing an episode, as soon as I get the script, I give it to the actors. They usually don't get them until the table read, but of course they want it sooner. Then I let them come to the casting sessions and make them feel part of the process; I get so much more out of them that way. I don't know if you listened to Jay Z's latest album, but in one song he talks about how all the white guys own the record labels and they say to these artists, "Oh, here's a $3 million advance," while they're making billions. The artists are chasing Grammys and Lamborghinis, so they think, "Oh yeah, I'm rich." Meanwhile, Sony just made fucking $500 million, and they gave you $3 million and you think you're doing amazing. With Tidal, Jay Z's empowered artists by giving them a piece, and it makes them more invested. I love it. And I think, like the music business, we need to get to a place where actors have more ownership over what they do. That should be part of this conversation we're having now.

I should also say this: I don't believe the only solution is more women in power, because power corrupts. It's not necessarily a man or a woman thing. But there should be more of us women in power, and not just on Shonda Rhimes' sets. Look, I only have a 12th-grade education and I wasn't a great student, but I've gotten an education here at Shondaland. And now my 8-year-old daughter gets to come here and see fierce females in charge. She loves to sit in the director's chair with the headphones on yelling "Action" and "Cut." She's growing up in an environment where she's completely comfortable with power. I don't know any other environment in Hollywood where I could provide that for her. Now I hope that changes … and soon.

A version of this story first appeared in the Jan. 17 issue of The Hollywood Reporter magazine. To receive the magazine, click here to subscribe.