Starring Annette Bening. Rated PG

Annette Bening follows her Oscar-worthy role in 20th Century Women with a more literal star turn, as film noir femme fatale Gloria Grahame, in Film Stars Don’t Die in Liverpool.

Spoiler alert: the title doesn’t lie. (Gloria’s swan song happens somewhere else.) It’s taken from the memoir of Peter Turner, a 27-year-old Liverpudlian and novice actor who met Grahame in London in 1979, where she was doing Tennessee Williams—theatre being her best route after movies dried up. He’s played by Jamie Bell, the Billy Elliot kid who has turned into a quietly impressive adult actor, even if he hasn’t quite given up the dance. In fact, he first connects with the sultry Oscar winner (for 1952’s The Bad and the Beautiful) while hustling to disco records in her room at a theatrical boarding house.

The place is a dump, but Gloria still has a trailer in Malibu and a hotel apartment in Manhattan. She also has cancer, something she’s loath to tell anyone about, or even admit to herself. (As she eventually tells her doctor, “I need my hair to work.”) Now pushing 60, she can still work any room, and has a thing for much younger fellas. Her fourth husband, in fact, was her stepson with second hubby Nicholas Ray, who directed her in her finest role, opposite Bogart in 1950’s In a Lonely Place.

Her other best gig was as Ado Annie in Oklahoma!, in which she was “jest a gal who cain’t say no”. Actually, little Gloria, almost happy at last, excels at turning people away, over slights real or imagined. Although often considered trashier than rival Marilyn Monroe, Grahame was descended from British royalty, helpfully pointed out by her ditsy mother and bitchy older sister (born in Victoria, B.C.), played by Vanessa Redgrave and Frances Barber in one standout scene. Even so, our fatal femme gets surprisingly close to Peter’s family, with veterans Julie Walters and Kenneth Cranham especially strong as his hardscrabble but loving row-house parents. It’s a wonder that any of them can survive the wallpaper!

The story’s no doubt a downer, and this is why Control screenwriter Matt Greenhalgh and Lucky Number Slevin director Paul McGuigan (not the former Oasis bassist) chopped up its location-hopping time frame. Their purposefully artificial transitional devices—closing a door in Liverpool that opens onto L.A., for instance—may not be to everyone’s taste. But the lovingly crafted movie is quietly emotional, darkly funny, and deeply marinated in Old Hollywood nostalgia, summed up best by Turner himself, in a cameo as a London barman who asks his alter ego, “Say, isn’t that Gloria Whatsername?”