The most compelling reason to see this film is Annette Bening’s performance as Gloria Grahame — it’s perfect.

Film Stars Don’s Die in Liverpool directed by Paul McGuigan. Screening at Kendall Square Cinema, Cambridge, MA.

Annette Bening and Jamie Bell in “Film Stars Don’t Die in Liverpool.”

By Peg Aloi

It’s a frequent criticism of Hollywood cinema that there is a dearth of interesting roles for older women. Further, the expectation that, as actors age, they are expected to maintain their youthful appearance by any means necessary, including plastic surgery, is seen as a particular bias against women, as well as an occupational hazard. The satirical 2006 comedy For Your Consideration featured a respected, unglamorous character actress (Catherine O’Hara) who, inspired by the rumor that she might be nominated for an Oscar, feels compelled to dye her grey hair blonde, purchase Botox and silicone injections, and wear a tight, spangly mini-dress that looks ridiculous.

In recent years, we’ve seen some backlash: most recently, Jane Fonda, in an episode of Grace & Frankie, plays a woman having a romance with a slightly younger man (Peter Gallagher). She confesses that keeping up her appearance is a full-time job: she strips off her false eyelashes and her hair falls, shows him her knee brace and cane, and wipes off all her make-up — challenging him to still find her desirable. Of course, he does. At the recent Golden Globes award ceremony, Frances McDormand, a nominee for best actress in 3 Billboards Outside Ebbing, Missouri, drew media attention when she arrived wearing no makeup (and looking great anyway). Some actresses eschew plastic surgery yet keep working (like perennial beauty Jessica Lange), but generally the pressure to remain young looking falls disproportionately to female performers (Robert Redford’s tousled blonde mop notwithstanding).

In glitzy Hollywood, the spectre of age can be a literal career-killer. In Paul McGuigan’s Film Stars Don’t Die in Liverpool, the not-quite-autumn years of glamorous Oscar-winning starlet Gloria Grahame are dramatized through a luminous performance by Annette Bening (an Oscar snub that makes no sense to me). Based on a memoir by Peter Turner, the screenplay by Matt Greenhalgh (Nowhere Boy) explores Grahame’s May-September romance with a young British actor.  The result is a well acted film that conjures up a Golden Age of Hollywood vibe, enlivened by references to a halcyon era gone by.

If you’re wondering who Gloria Grahame is, before you rush to imdb (which I hope you will at some point so you can make a mental note to watch some of her films), you probably have seen her play Ado Annie in  the film version of Oklahoma! or the neighborhood girl Violet, who flirts with George Bailey in It’s a Wonderful Life. Film Stars Don’t Die in Liverpool considers how actors, as they age, elongate their careers, continuing to work as the industry changes around them; Grahame turns to stage roles when her film work dries up.

The opening shot gives us Grahame (Bening) preparing to play Amanda in a production of The Glass Menagerie at the Dukes Theatre in Lancaster, UK. A colorful series of close-ups display makeup and memorabilia (such as an engraved heart-shaped compact from Humphrey Bogart, her co-star from In a Lonely Place). Grahame is seen stretching and practicing lip trills and tongue-twisters. She gets her five minute warning from the stage manager, applies some bright red lipstick, lights a cigarette, and collapses on the floor. It’s 1981, and Grahame contacts her former lover Peter (Jamie Bell in a warm and sensitive performance) in Liverpool, asking if she can come stay with his family while she recovers.

It’s a slightly confusing opening, until we step back to 1979 when the two first met in Primrose Hill, London, where they both lived in a Victorian rooming house. In a scene paralleling the one that came before, Peter watches Gloria through her open door doing stretches and vocal warm-ups, clearly attracted to the limber 50-something blonde. His landlady informs him of who she is. But the 28-year-old Peter, himself struggling to be an actor, has never heard of her. Gloria asks Peter one day if he’s ever seen Saturday Night Fever, offering him a drink if he’ll help her learn some disco dance steps. In a vibrant and red-hot scene, the two dance while “Boogie Oogie Oogie” plays on the stereo. The two go to a movie, and Grahame asks shyly, “Is this a date?” The relationship between them is rather playful — they talk about Shakespeare and Scorsese. Then, one day, Gloria mentions she’d like to play Juliet. She’s humiliated when she realizes Peter thinks she’d too old for the role, and thereby too old for him. But their chemistry can’t be denied, and the two begin a passionate affair. How refreshing to see a film that portrays this too-seldom seen, sexually-dynamic combination of an “older” woman and “younger” man. More, please!

Peter goes to see some of Gloria’s earlier films and becomes more smitten by the day. He visits her at her beach house in California, but an idyllic week turns dark when Gloria’s mother (Vanessa Redgrave, who casually and brilliantly recites Shakespeare at the dinner table) and sister (Frances Barber) arrive. They talk about some questionable behaviors from the actress’ four previous marriages, actions her family are obviously deeply embarrassed about. When Peter joins Gloria in New York, all seems well until she becomes irritable and distant, and the two fall out. We later learn she had just received the frightening diagnosis that led to her collapse in Lancaster a few months later.

The film handles chronology by way of flash backs and flash forwards, making use of an interesting device in which Peter moves from one room (and time) to another as if on a stage set. If the film hadn’t placed so much emphasis on theater and performance this approach might seem gimmicky. The rest of the film takes place in Peter’s family home in Liverpool, where his mother (Julie Walters, in a nice turn), father, and brother worry about Gloria’s refusal to go to a hospital. Peter is distraught — still hurt from their dramatic break-up, still deeply in love.

I enjoyed this film’s energy, its nostalgia (captured through music by Elvis Costello, among others), and its unapologetic romanticism. I was glad to see Bell in a lead role; he’s a very fine actor, and his physicality and thoughtful intensity is perfectly suited to this role. But by far the most compelling reason to see this film is Annette Bening’s performance — it’s perfect, a moving, real-time example of the need for juicy roles for women of a certain age (and beyond).

Peg Aloi is a former film critic for The Boston Phoenix. She taught film and TV studies for ten years at Emerson College, and currently teaches at SUNY New Paltz. Her reviews also appear regularly online for The Orlando Weekly, Cinemazine, and Diabolique. Her long-running media blog “The Witching Hour” can be found at themediawitch.com.