Annette Bening Serves Up Fire and Vulnerability in Film Stars Don’t Die in Liverpool

The actor Gloria Grahame had one of the great faces of ’50s film noir. If you’ve seen In a Lonely Place or The Big Heat, you probably haven’t forgotten those eyes, as mischievous as a game of under-the-table footsie, or that mouth, like the sense memory of what a lemon drop tastes like.

The young Annette Bening greatly resembled ’50s-era Grahame, throwing off the same kind of playful yet soul-deep spark. That’s why it’s so fitting that Bening should now play the older Grahame in Paul McGuigan’s perceptive, bittersweet movie Film Stars Don’t Die in Liverpool, based on Peter Turner’s memoir of the same name and set in Liverpool and London during the late 1970s and early ’80s, the last years of Grahame’s life. This is the story of young aspiring actor Peter (Jamie Bell) and his complicated relationship with Grahame, some 30 years his senior. The two start out romantically coupled; after their breakup, the ailing Grahame reconnects with her old beau and his family, seeking the solace of their Liverpool home, though she refuses medical care.

Bell is terrific at conveying Peter’s impatience with Grahame’s movie-star neediness as well as his ultimate reckoning with how much he loved her. And Bening is extraordinary, serving up a seemingly contradictory cocktail of fire and vulnerability. At one point, in the early days of their relationship, Peter tells Grahame he’s going to see a one-man show. “I love those things!” she says in a zephyrlike voice.“You get to say all the lines.” It’s a moment of pure showbiz self-centeredness, delivered as a wicked, flirty joke—as if Grahame herself were blowing us a kiss.

This appears in the January 22, 2018 issue of TIME.