By Jake Coyle, AP Film Writer

Annette Bening gives Gloria Grahame a nobility rarely shown to faded Hollywood actresses in "Film Stars Don't Die in Liverpool," a tender if generic portrait of aged glamour.

Based on the 1986 memoir by Peter Turner, Paul McGuigan's film joins the dubious movie genre about close encounters with Hollywood royalty. In films like "My Week With Marilyn" (2011) and "Me and Orson Welles" (2008) an outsider is unexpectedly thrust into a short-lived intimacy with a star. The self-aggrandized "me" of those titles promise us a window into an unattainable, larger-than-life personality as if to say: No one knew (fill-in-the-blank) like me.

But while proximity to Monroe or Welles has wide cache, Grahame is less of a household name and the close-up offered by "Film Stars Don't Die in Liverpool" is far removed from her heyday. Grahame was, simply, one of the great black-and-white actresses: the "other" 1950s blonde bombshell with a soft, sweet voice. Grahame, a femme fatale of feline grace, could slip through a film, as the critic Judith Williamson wrote, "like a drop of loose mercury."

She slinked through classic noirs like "In A Lonely Place," ''Crossfire" and "The Big Heat," played the flirtatious girl rescued by Jimmy Stewart in "It's a Wonderful Life" and won an Oscar for her performance as Dick Powell's wife in the Hollywood tale "The Bad and the Beautiful." She was often the troubled tart or the deadly seductress, but Graham's personal life turned her into a real-life pariah. Her fourth, initially secret marriage was to her former stepson, the son of her third husband, the filmmaker Nicholas Ray. He was 13 when their relationship began.

None of that, though, is the subject of "Film Stars Don't Die in Liverpool." Grahame is here in her final years, in exile, acting in regional theater while privately battling breast cancer. It's well into the film before Grahame's troubled past is alluded to. We are instead introduced to a vivacious woman still passionate for acting and for love, albeit a little delusional about her age. (She pines to play Juliet for the Royal Shakespeare Company.) From the doorway of her Liverpool apartment, she asks a neighbor, Turner (Jamie Bell) to dance disco with her. Inspired by "Saturday Night Fever," they groove to "Boogie Oogie Oogie."

Turner, a wannabe actor himself, is drawn into her obit not because of her fame but because she's still simply intoxicating. And, admittedly, there are few clues besides her lighter inscribed by Humphrey Bogart. What would an Oscar winner be doing in a Liverpool production of "The Glass Menagerie"? Soon, they're attached at the hip, and jetting to New York and Los Angeles.

With some clever transitions, McGuigan ("Lucky Number Slevin) frames their romance through snippets of memory, looking back from Grahame's final days in 1981, two years after meeting Turner. There are colorful moments with Turner's bewildered working class family, but "Film Stars Don't Die in Liverpool" never amounts to more than a slight, sideways view of Grahame, sorely lacking context.

Whatever the flaws of "Film Stars Don't Die in Liverpool," chemistry isn't one of them. Bening and Bell make for a May-December romance of often touching warmth. They've surely exaggerated the pair's actual relationship. (Turner wrote that he considered his sexuality "fluid," but Bell's performance suggests little of that.) Nearly two decades after debuting in "Billy Elliot," Bell has matured into a potent, even brooding screen presence.

What the Grahame of "Film Stars Don't Die in Liverpool" is missing in detail, Bening makes up for in affection. Her performance is a kind of rebuke to the arc and tragic Norma Desmond view of aging movie actresses. They deserve better, Bening seems to be suggesting. And this year, it's never been easier to see just how right she is.

"Film Stars Don't Die in Liverpool," a Sony Pictures Classics release, is rated R by the Motion Picture Association of America for "language, some sexual content and brief nudity." Running time: 106 minutes. Two and a half stars out of four.

MySHOOT Profiles