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Film preview: 'Film Stars Don't Die in Liverpool' 

The romantic drama "Film Stars Don't Die in Liverpool" chronicles the later years in the life of Hollywood icon Gloria Grahame (played in the film by Annette Bening). Though Grahame's legacy hasn't stood the test of time as well as some of her peers, she made a name for herself in noir films and acted against Humphrey Bogart and Joan Crawford -- even winning an Academy Award for her supporting role in 1952's "The Bad and the Beautiful."

But "Film Stars" doesn't take place during the height of the actress' career, focusing instead on the May-December love affair between then-55-year-old Grahame and 26-year-old struggling actor Peter Turner (Jamie Bell), whom she met while performing regional theater in Northern England in the late 70's. The film's chronology-jumping narrative shifts back and forth between Gloria and Peter's fling in 1979 and 1981, when Grahame unexpectedly comes back into Peter's life.

Though the two are no longer together, Peter welcomes her with open arms. She makes efforts to hide it, but it quickly becomes obvious that the actress is gravely ill, facing the late stages of breast cancer. Asking to stay with Peter and his parents (Julie Walters and Kenneth Cranham) in their home in working-class Liverpool, she clearly still feels something for Peter and turns to him for comfort.

We learn that Grahame has for some time been refusing treatment in order to keep working. Though the legend's fame had faded, she takes whatever gigs that are offered, so she can continue to provide for her and her family -- all the while doing her best to keep them in the dark about her illness.

Scottish director Paul McGuigan ("Victor Frankenstein") and screenwriter Matt Greenhalgh offer only vague impressions of her relationship with her remaining family members. The only glimpse we receive is during her initial relationship with Peter, in a sequence in which she brings him back to California, and they meet her mother (Vanessa Redgrave) and sister (Frances Barber).

These scenes touch lightly on the scandals of her past, making passing reference to a sexual relationship Grahame had with Tony Ray, the 13-year-old son of her second husband, "Rebel Without a Cause" director Nicholas Ray. Tony later became the actress's fourth husband. Considering the pattern of embarking on another relationship with a much younger man, breaking it off, only to reconnect with him years later, it seems odd the script doesn't even attempt to offer any insight into this behavior.

Because the film is based on the memoir written by the real-life Turner about his experiences, the film ends up being much more about him than it is her. Like "My Week with Marilyn," another story of a young man's romance with a Hollywood legend, the story winds up making us want him to get out of the way so we can learn more about the real star.

Still, Bell is quite good; charming and sensitive, he even gets a chance to flex a few of his "Billy Elliot" dancing muscles in a disarmingly intimate scene where Peter and Gloria disco dance to "Boogie OogieOogie" in her apartment. The film attempts to add some shading to his character -- including a brief reference to Peter's bisexuality -- but they don't really go anywhere. We're won over by his clear adoration of Grahame, but it doesn't alleviate the fact that he's the less interesting character by far.

Bening is terrific, delivering a wonderful, delicately-textured performance. She plays Grahame with a kittenish appeal and breathy, Betty Boop-esque voice. Finding the vulnerability behind the glamorous facade, her Grahame is a woman who could be insecure and occasionally needy, while desperate clinging to her dignity. She doesn't look much like Grahame, which wouldn't ordinarily be an issue, but McGuigan occasionally utilizes archival footage featuring the actress, and it ends up underlining the differences between Bening's performance and the real person.

The film looks lovely, photographed with rich, golden hues by Polish cinematographer UrszulaPontikos. The lightly stylized production design from Eve Stewart is also striking, though McGuigan can't resist attempting to beautify the period spaces with some heightened and occasionally distracting CGI embellishments.

Two marvelous performances from Bening and Bell do much to elevate the sometimes tepid plot that surrounds them. Together, they make "Film Stars Don't Die in Liverpool" a bittersweet love story that's about nostalgia more than anything else, as it examines the lasting connection that can tie two people together, even after their romantic relationship has long since ended.

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