There are some truly wonderful things in ‘Film Stars Don’t Die in Liverpool’, chief among them being Annette Bening’s beautifully measured and heart-wrenching performance. Unfortunately, the movie suffers from a similar fate as last year’s disappointment ‘The Founder’. The film is written to be a twist on celebrity bio-pic clichés and is even performed as one, but no one told ‘Lucky Number Slevin’ director Paul McGuigan, who shoots the movie with such lavish melodrama and sentimentality that he almost spoils a rather sweet and moving picture by Slevining all over it.

The film is about Gloria Grahame (Annette Bening), one of the many casualties of Hollywood misogyny. She was a bombshell star in the early 1950s, sizzling up film noir and grabbing an Oscar for ‘The Bad and the Beautiful’. Sadly, while she was a talented actress who earned her award, she was also only accepted in Hollywood for her youth and beauty, and was tossed out the second those ephemeral qualities started to fade. By the 1970s, she was doing regional theater in Liverpool.

As the title suggests, that phase of her career is where this movie finds her. However, the story doesn’t come from Grahame’s perspective. It’s about a mediocre twenty-something Liverpool actor named Pete Turner (Jamie Bell), who is immediately intoxicated by the remarkable woman from the second he stumbles upon her in a boarding house. Shown through Turner’s eyes (and based on his memoir), the film doesn’t view Grahame as a burn-out or failure, but an unappreciated talent. Grahame believed all the worst about herself, and given how quickly her life descended from a star-making fantasy to a cautionary tale, it’s hard to blame her.

Back in her breakout role in the neo-noir ‘The Grifters’, director Stephen Frears remarked that he was struck by Annette Bening’s likeness to Gloria Grahame right away. In many ways, this was a role that Bening was meant to play – not simply because of how much she resembles the great and troubled actress, but because the outspoken Bening knows all too well the tragedy of Graham’s life from living in the center of the entertainment industry (right next to notorious womanizer Warren Beatty, no less). From the moment she appears on screen, Bening commands the movie. She disappears into the role, presenting someone so crippled by insecurity that any wrong word or moment can send her into a tailspin. She’s strong but also fragile, always an inch away from disaster or triumph. It’s both a heartbreaking and gloriously show-off performance.

Jamie Bell makes for a strong sparring partner. He knows that while he’s the protagonist, the film belongs to Bening, so he lets her steal every scene while being a rock at the center. Their May/December romance should come off as a little creepy, but it’s not. It may start as an ego-boosting toyboy romance, but as time goes on it’s clear how much Graham needs someone to admire her, because she’s been caught in a spiral of self-loathing and rejection for so long. They both start out using each other, then eventually prove how much they need each other. As the title suggests, the story doesn’t end well. Just not necessarily for the reasons you’d suspect.

‘Film Stars Don’t Die in Liverpool’ succeeds best in quiet moments that demystify the bright shiny lights of celebrity and dig out some humanity. It’s really too bad that no one explained this to director McGuigan. Admittedly, by his ‘Lucky Number Slevin’ standards, this film is positively subdued. However, the material is still laid on rather thick. He seems oddly determined to make Grahame a Norma Desmond figure, complete with a Gothic and crumbling domicile. It couldn’t be less appropriate, nor should every dramatic beat have been hammered so hard and backed by music as irritatingly obvious as a somber folk rendition of “California Dreaming.”

The script and performances are so good that they ground the film despite the director’s inexplicable desperation to shoot for the rafters. Annette Bening deserves all the attention she’s gotten for the role and maybe even a little more, but this just isn’t the movie it could have been. Even in death, Gloria Grahame remains mistreated and misunderstood by men in Hollywood.