Though she’s mostly been lost to history now, Gloria Grahame really was a bona fide film star; she even won an Academy Award (for 1952’s The Bad and the Beautiful). But by 1979, her fame had dimmed to the point that she found herself scraping for midline gigs, like a regional theater job in Northern England — which is where she met a much-younger aspiring actor named Peter Turner, whose memoir forms the backbone of Paul McGuigan’s gentle, bittersweet dramedy.

It’s a minor-key tale by any measure: a May-December romance played out in the fading shadow of Old Hollywood glamour. But it also has the benefit of a thoughtful script, sensitive direction, and leads gifted enough to breathe fresh air into nearly every moment. The heaviest burden naturally falls on the actress chosen to play Grahame, and Bening — who, let’s be real, is about 15 years and eight performances overdue for her own Oscar already — holds the movie in her hands. Always a formidable presence onscreen, she pivots here to something messier and more delicate, playing Gloria as a still-kittenish starlet well into her fifties, with swinging hips and a breathy Marilyn boop of a voice. (It’s hard not to be reminded of one of Bening’s earliest big-screen appearances, a small but brilliantly daffy turn in as an oblivious ingenue in 1990’s Postcards from the Edge).

Her Gloria understands the double-edged sword of her sensuality, even as she’s confounded by it; it made her famous, but it’s also kept her in a box. And if she’s going to have to live in that box, at least she knows how to use it: When she meets the twentysomething Peter (a great, understated Jamie Bell) in the hallway of their Liverpool boarding house and invites him in for a drink and a disco spin, the sweaty abandon of their “Boogie Oogie Oogie” feels almost more intimate than sex, despite their obvious age gap. (They’ve both got excellent moves — though Bell is a very different kind of Billy Elliott now, stubbled and swollen with Marvel-franchise muscles).

The pair’s unlikely mutual attraction serves them both: he’s awed, and she’s adored. But it’s more than circumstantial, a fact that becomes apparent when it’s revealed that she’s seriously ill and not getting better. As the movie cuts between her convalescence in Liverpool — where Peter’s mother (Julie Walters, reunited with her now-grown Elliott costar) takes Gloria into her drab but cozy home — and flashbacks to the glossier climes of Malibu and New York, a fuller portrait of their relationship takes shape. Grahame is clearly desperate to be loved, but she refuses to make it easy; as her breezy veneer peels away, the storyline moves from fizzy to fraught, sometimes lurchingly. But McGuigan (a Scotsman mostly known Stateside for directing TV shows like Scandal and Smash) swerves past bathos to real empathy, finding the flawed, tender human beneath the film-star facade. B+

Film Stars Don't Die in Liverpool

  • Movie
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  • Paul McGuigan