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Annette Bening and Jamie Bell portray Oscar-winning actress Gloria Grahame and a much younger man whom she loved near the end of her life in Paul McGuigan's film.

One of the biggest audience pleasers at this year’s Telluride Film Festival will certainly turn out to be Film Stars Don’t Die in Liverpool, which had its world premiere here. Awards possibilities are definitely there for the movie’s two stars, Annette Bening and Jamie Bell. The biggest obstacle facing the film at the box office is that few people today remember Gloria Grahame, the Oscar-winning actress who had been pretty much forgotten by the time of her death in 1981. As one character in the film says with dry wit, Grahame “was a big name in black and white film."

By coincidence I had introduced a 65th anniversary screening of one of Grahame’s film noir favorites, Sudden Fear, just three days before seeing Liverpool. In that 1952 film, which co-starred Joan Crawford and Jack Palance, Grahame played a variation on her most typical role — the conniving but alluring man trap. In 1952 she was at the peak of her success, appearing in three other movies, including the year’s Oscar-winning Best Picture, The Greatest Show on Earth, and Vincente Minnelli’s The Bad and the Beautiful, for which she won the Oscar as Best Supporting Actress.

By the time Grahame met Peter Turner, a young British actor, in 1979, her stardom was long behind her, and she was trying to regain her footing by acting on the stage in England. There was a 28-year difference between them, but it was not Grahame’s first romantic relationship to raise eyebrows. While married to director Nicholas Ray, she reportedly had an affair with his teenage son, and she married him years after her divorce from Ray.

This film, which has been in the works for two decades, is based on Turner’s memoir about their relationship. It will prompt comparisons to an Oscar-nominated film from 2011, My Week with Marilyn, about a young man enjoying a flirtation with Marilyn Monroe while she was filming The Prince and the Showgirl in London. Of course that movie had the advantage of centering on the most famous movie star of the 20th century. Without the same name recognition for Grahame, Sony Classics will need to do a shrewd job of marketing to educate the audience, and the taboo-breaking romantic relationship at the center of the story should provide an added hook.

In addition, the two leading performances deserve to generate Oscar buzz. Bening does not make an effort to imitate Grahame’s distinctive pout or drawl, but she captures the spirit of the complicated actress with remarkable subtlety and flair. We never doubt Grahame’s ability to mesmerize a much younger man, and Bening revels in all of Grahame’s complexities. In one brief but amusing scene, the two go to see Alien, and while Peter is terrified by the movie’s famous stomach-exploding scene, Gloria is simply delighted.

Bell has done a lot of solid work since his breakout role in Billy Elliott, but this is definitely his most memorable performance since then. From the early scene in which he dances with Bening in a burst of sensual abandon to later scenes suffused with pain and sadness, Bell is absolutely riveting. Julie Walters, who played his dance teacher in Billy Elliott, returns as his mother in this film and demonstrates her undimmed magnetism. But then the entire cast is superb. Kenneth Cranham as Peter’s father, Vanessa Redgrave as Gloria’s British mother and Frances Barber as her bitterly jealous sister all contribute memorable scenes.

Director Paul McGuigan, best known for his work on crime films (including Lucky Number Slevin), here brings off a tender, affecting romantic drama. McGuigan and screenwriter Matt Greenhalgh (Control, Nowhere Boy) employ the currently fashionable style of non-linear storytelling, and they intercut two different time periods with considerable elegance.

There are a couple of elements that might have been more thoughtfully explored. We never quite learn how or when Grahame developed such an attachment to Turner’s family, and a brief reference to Peter’s bisexuality doesn’t lead anywhere. But despite a few quibbles that viewers may have, there is no denying the emotional force that this film develops, and for that, we can credit talented filmmakers and two stars working at the height of their powers.

Cast: Annette Bening, Jamie Bell, Julie Walters, Vanessa Redgrave, Kenneth Cranham, Frances Barber
Director: Paul McGuigan
Screenwriter: Matt Greenhalgh
Based on the book by: Peter Turner
Producers: Barbara Broccoli, Colin Vaines
Executive producers: Stuart Ford, Zygi Kamasa, Paul McGuigan, Michael G. Wilson
Director of photography: Urszula Pontikos
Production designer: Eve Stewart
Costume designer: Jany Jemime
Editor: Nick Emerson
Music: J. Ralph
No rating, 105 minutes

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