Born in Harbor City, California, Tilly was young when she moved to Canada with her family. Tilly ran track for Belmont High School in Victoria, British Columbia before returning to the states to study drama at Stephens College in Columbia, Missouri. After graduating, she moved to Los Angeles to pursue an acting career (before sister Meg, contrary to popular myth), studying her craft with Peggy Feury, Stella Adler and Michael Shurtleff. She later performed in the otherwise all-black production of "Vanities" in Los Angeles before joining the Group Repertory Theater, where she appeared in Sam Shepard's "Buried Child" and "The Bacchae." Tilly made her television debut in 1983 with a recurring role in "Boone" (NBC, 1983-1984) and appeared a year later in her first feature, No Small Affair (1984), a long-forgotten romantic comedy starring Demi Moore and the equally long-forgotten Jon Cryer. In 1984, Tilly had a recurring role in "Hill Street Blues" (NBC, 1981-1987), playing a dimwitted mob widow who develops a romance with Detective Goldblume (J Spano).
Tilly landed a regular role on "Shaping Up" (ABC, 1984), a sitcom starring Leslie Nielson as the owner-operator of an Los Angeles health spa. The show lasted less than a month. She then had a lead role as a trainee in a school for traffic officers in the lowbrow feature Moving Violations (1985), followed by a guest starring role on "Cheers" (NBC, 1982-1993), where she played a friend of Sam (Ted Danson) who is proposed to by Frasier (Kelsey Grammer) after only one date. Throughout the late 1980's, Tilly was in slew of cheap comedies she would probably rather forget: He's My Girl (1987), Inside Out (1987) and Rented Lips (1988) were just a few titles that found their way onto her resume. She then appeared in Neil Jordan's High Spirits (1988), a bottom-shelf haunted house comedy, Johnny Be Good (1988), a high school comedy starring Anthony Michael Hall (pre-"Gnome Named Gnorm") and the Richard Dreyfuss stinker Let It Ride (1989).
Things began looking up for Tilly when she landed a supporting role in The Fabulous Baker Boys (1989); she even got the chance to sing a rendition of "The Candy Man." A few well-meaning, but ultimately failed movies soon followed: Scorchers (1991), Shadow of the Wolf (1993), Made in America (1993) and The Getaway (1994). Then in 1994, she appeared in what may well be the apex of her career, playing Olive Neal, the ditzy starlet with a heart of gold, in "Bullets Over Broadway." Though she earned her first Academy Award nomination (she lost to co-star Dianne Wiest), Tilly found it difficult to gain the respect she deserved, if only because she was nominated for a role played throughout her career. Meanwhile, she continued appearing in numerous features, including The Pompatus of Love (1996), Embrace of the Vampire (1995), Bird of Prey (1996) and House Arrest (1996)-again, all well-meaning but ultimately failed movies. She also briefly went back to television, landing a regular gig on the short-lived drama "Key West" (Fox, 1993), while appearing in several cable movies, including "Heads" (Showtime, 1994), "Man with a Gun" (HBO, 1995) and "Edie & Pen" (HBO, 1996).
In 1996, she starred in her most talked about movie, Bound (1996), a neo-noir thriller from Andy and Larry Wachowski, where she played the mistress of a mob money launderer (J Pantoliano) who falls for an ex-con (Gina Gershon) and plots to steal $2 million with her new lover. Turning classic noir on its head, "Bound" became a cult classic because of the hot lesbian affair between Tilly and Gershon. After appearing in American Strays (1996) and The Wrong Guy (), two mediocre features that never were, she was in the Jim Carrey comedy hit, "Liar, Liar" (1997), playing a gold-digging client looking for a big settlement in a divorce from her millionaire husband. She then appeared in an episode of "Gun" (ABC, 1997), an ambitious anthology series about various people who come into possession of the same high-powered, pearl-handled, semi-automatic pistol.
Tilly next starred in Bride of Chucky (1998), the fourth installment in the series about the notorious killer doll. She then made her first foray into animated features, offering her airy voice to "Stuart Little" (1999). That same year, she appeared in a string of movies, including "Play It to the Bone," "The Muse," and "Do Not Disturb." She continued her newfound voiceover trend with "The Family Guy" (Fox, 1999- ) in a recurring role she held through 2001. Meanwhile, she appeared in the flesh in smaller movies like The Crew (2000) and Bruno (2000), while maintaining steady work in blockbuster animated features like "Monsters, Inc." (2001) and The Haunted Mansion (2003). She then got the chance to work with Peter Bogdanovich on The Cat's Meow (2002), playing gossip columnist Louella Parsons in the director's speculative take on the mysterious death of 1920's actress Marion Davies aboard the private yacht of publisher William Randolph Hurst.
As time wore on and age increasingly became a factor, Tilly tried to segue into more dramatic parts, playing Fanny Minafer in the made-for-television remake of Orson Welles' "The Magnificent Amberson" (2002). She still appeared in schlock, however- Seed of Chucky (2004) being the most egregious example-but these roles became more infrequent as she concentrated on her voice work, including Lil' Pimp () and Home on the Range (2004). A brief return to television for an episode of "Frasier" (NBC, 1993-2004) was followed by a dramatic turn in Saint Ralph (2005), in which she played a straight-forward nurse who tells a ninth grade Catholic boy (Adam Butcher) that it will take a miracle for his mom (Shauna MacDonald) to recover from a serious head injury. In a strange turn of events, Tilly became the first-ever celebrity to win the Ladies no-limit Texas Hold 'Em event at the World Series of Poker in 2005. With skill learned from boyfriend Phil "Unabomber" Laak, a professional player, and a bit of luck, Tilly took home a $158,000 purse and the prestige of being the first Oscar-nominated actress to wear the WSOP bracelet.
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