Movie review: In Paul McGuigan’s film, we watch two masterful actors — Annette Bening and Jamie Bell — playing real-life actors: Gloria Grahame, who starred in film noir classics of the 1940s and ’50s, and her former companion, Peter Turner. Rating: 3 stars out of 4.

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In “Film Stars Don’t Die in Liverpool,” we watch two masterful actors playing actors, one as a former star whose luster has dimmed, the other a young actor not yet as skilled as he’d like to be.

Annette Bening plays Gloria Grahame, a real-life Hollywood actress whose sultry, moody presence lifted a number of film noir classics of the 1940s and ’50s (among them: “In a Lonely Place,” “Crossfire”). But now it’s 1981, and a middle-aged Grahame is paying the bills by starring in small theatrical productions in England. We watch, in the film’s opening moments, as she prepares to go onstage: meticulously intoning vocal exercises, painting her lips a searing red, smoking a cigarette as if it’s company in her quiet dressing room. And then … well, the show will not go on that night.

Based on a brief, sweet memoir by Grahame’s former companion Peter Turner, “Film Stars Don’t Die in Liverpool” is the story of a fading light. Peter (Jamie Bell), a British aspiring actor who’s significantly younger than Gloria, is summoned after she falls ill; though their relationship had ended a few years earlier, its flame still flickers just a bit. As Gloria is moved to the Liverpool home of Peter’s parents (Julie Walters, Kenneth Cranham), who greet her with loving kindness, a helpless Peter replays scenes from their past in his mind as he wonders what to do. Film stars don’t die in Liverpool, do they?

Movie Review ★★★  

‘Film Stars Don’t Die in Liverpool,’ with Annette Bening, Jamie Bell, Julie Walters, Kenneth Cranham, Vanessa Redgrave, Stephen Graham. Directed by Paul McGuigan, from a screenplay by Matt Greenhalgh, based on the book by Peter Turner. 106 minutes. Rated R for language, some sexual content and brief nudity. Several theaters.

The film, directed by Paul McGuigan, is basically a weepie, and it doesn’t do quite enough to show contemporary audiences why Grahame was special. But its performances make it a pleasure to watch. Bell, ever since his breakthrough as a child in “Billy Elliot,” has been one of those actors who can break your heart with a glance; there’s a calm, steely wistfulness to him that’s immensely moving. (A pleasure, too, to see him reunited with Walters, his “Billy Elliot” co-star.)

And Bening makes something both fragile and stalwart of Gloria, whose wispy puff of a voice seems to be yet another performance from a woman who’s built a life on pretending. Though frightened of growing older and losing work, she masks that fear behind a sunny, determinedly uncomplicated smile — one that can crumble like glass under a wheel. You watch, mesmerized by Bening’s ability to silently tell a story; thinking of the many roles Bening has made her own, and how this one feels utterly new and yet of a piece.

Gloria, at one point, shares advice Humphrey Bogart once gave her, “Keep it in the shadows, Gloria. Let the camera come to you.” Bening, likewise, draws the camera to her in an intimate tango; we’re lucky to be able to watch the dance.