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Annette Bening plays noir star Gloria Grahame in 'Film Stars Don't Die in Liverpool.'

Near the end of her life, fading film noir screen siren Gloria Grahame (Annette Bening) has a romance with a younger man (Jame Bell) in the fact-based 'Film Stars Don't Die in Liverpool.'

Annette Bening, left, and Jamie Bell in’Film Stars Don’t Die in Liverpool.’
Annette Bening, left, and Jamie Bell in’Film Stars Don’t Die in Liverpool.’Read moreSony Pictures Classics

There's a scene in The Big Heat of Gloria Grahame mixing cocktails and greeting gangster boyfriend Lee Marvin a bit dismissively, prompting him to ask if she's expecting somebody else.

"You'll do," says Grahame. "It's better than drinking alone."

This was classic Grahame — funny, tough, jaded. The scene is true to her screen persona, and perhaps of Grahame's attitude toward men in real life — she had four marriages, and many romances.

We revisit one of them in the fact-based Film Stars Don't Die in Liverpool, adapted from a memoir by Englishman Peter Turner, who had a romantic relationship with Grahame in 1979 when he was a struggling English actor and Grahame was in town performing with a touring stage company.

Turner (Jamie Bell) had no idea who she was, and didn't mind that Grahame (Annette Bening) was older by a decade or two or three. Neither was counting. She remained, as Marvin might have put in a 1940s noir, a dish. Charming, full of life, still in love with acting, even if she was by this time limited to work that traded on her diminished fame (she won a best supporting actress Oscar for The Bad and the Beautiful some 30 years earlier).

Part of the charm of their affair derives from the fact that Turner is initially clueless about Grahame's Hollywood life. He knows she has an engraved lighter from Humphrey Bogart (a token from their work In a Lonely Place) but cares less about evidence of her famous past than he does about her.

In fact, he introduces Gloria to his blue-collar family (Julie Walters plays his mother), she invites him to her home in California, a seaside trailer somewhere near Malibu where they drink and dance and cuddle under the stars. It's here that the movie begins to darken — starting with a dinner for her mother (Vanessa Redgrave) and sister (Frances Barber), that curdles, after a few pleasant moments, when old and chronic family rivalries surface in the conversation.

Grahame's sister is keen to probe the couple's age difference, and is just as eager to find out if Turner knows the scandalous circumstances of Graham's divorce from director Nicholas Ray — she was accused of having a relationship with Ray's teen stepson, whom she later married.

The movie's melancholy tone intensifies as Grahame's health suddenly deteriorates. Film Stars Don't Die in Liverpool has a strange narrative arc — its buoyant early notes given over to a downbeat story of illness, and many scenes of bedside nursing. Still, there is enough space for Bell and Bening to do some good work, particularly Bell, who has more to chew on here than anything he's done since Billy Elliot. Bening avoids doing an impersonation, but she's obviously studied the actress, and is able to suggest aspects of Grahame that made her so watchable on screen.

If  her performance sends you to YouTube to watch some of Grahame's greatest hits, or to watch one of the above-mentioned titles, the movie has more than lived up to its title.