Gloria Grahame was a real person—she won a best supporting actress Oscar in 1952 for The Bad and the Beautiful—but you don’t need to know that to appreciate Film Stars Don’t Die in Liverpool, a dreamy glimpse into the final years of Grahame’s chaotic, beautiful life.

Framed by her lengthy affair with a much younger actor, Peter Turner, and Grahame’s eventual death from cancer, Liverpool is based on Turner’s book of the same name. Most of the plot points are available on Wikipedia, so none of these things are spoilers. But the more salient reason they won’t be surprising is that Liverpool follows a very familiar formulaic trajectory: It’s a classic May-December romance, an old Hollywood tearjerker that’s also a little bit funny.

This isn’t ambitious storytelling, but it’s done well—in large part thanks to the brilliant casting of Annette Bening and Jamie Bell as Grahame and Turner.

Bening plays Grahame as a sort of Marilyn Monroe manquée, and her mannerisms initially had me worried—to hear Grahame, capable heroine, speaking in a sexy-baby voice is kind of scary—but there are layers to her performance that emerge slowly over the course of the film, clarifying the character’s choices and eccentricities as something more complicated than a mere symptom of middle-aged lady Peter Pan syndrome.

Romances only succeed when you want the two leads to end up together, and I really did—even though I knew a third-act visitation from Death was coming—because Bell, for his part, matches Bening completely. I have loved him since his child-actor debut trading boxing gloves for sidewalk jétés in Billy Elliot. (That’s not creepy! I was 13 when I saw it!) The role of Peter Turner is dangerous—it could easily just be flattened into Hot Guy on Famous Lady’s Arm, especially when that lady is Annette Bening, acting genius. But I can’t picture anyone else quite pulling it off the way Bell does: Turner’s sensitive, youthful straight man is a delightful counterpoint to Grahame’s swoopy self-mythologizing.

Turner’s relative youth is also responsible for the film’s most pleasing contradiction—it’s a sentimental and stylized Hollywood romance, but its depiction of a relationship between an older woman and a younger man feels fresh. The dynamic is a familiar one—swap the genders and you’ve got the cinematic norm that spans from Humphrey Bogart and Lauren Bacall to New York magazine’s 2013 findings that while male actors age, their love interests do not, a discordance that results in absurd gendered age gaps like the one between Scarlett Johansson (then 16) and Billy Bob Thornton (then 46 fucking years old) in the Coen brothers’ The Man Who Wasn’t There. (See also: almost every on-screen pairing involving Emma Stone, everything Harrison Ford has ever been in, and, most troubling of all, Woody Allen.)

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Even when we shouldn’t be—especially when its most extreme form makes us complicit in propagating damaging ideas about consent and complex power imbalances—we are used to seeing older men with younger women. But like most sexist phenomena, the Hollywood age gap doesn’t go both ways. We aren’t accustomed to seeing older women partnered with younger men, which is, at least for its novelty, a more interesting and uncharted dynamic, and one elegantly captured in Film Stars Don’t Die in Liverpool.

That Grahame and Turner are both over the age of 25, and both depicted as a little bit bisexual, further complicates this shifted power differential. In this sense, it’s enough to make a traditional romance into something more subversive—and more beautiful. recommended