Film Stars Don't Die in Liverpool was maybe the most Oscarbaity Oscarbait of 2017,* and to a large extent it lives down to that expectation. It's the story of how 57-year-old Gloria Grahame (Annette Bening), Oscar-winning actress and star of at least two rock-solid film noir masterpieces (1950's In a Lonely Place, directed by her then-husband Nicholas Ray, and 1953's The Big Heat, directed by Fritz Lang) spent the last days of her life growing progressively sicker in the home of her much younger ex-lover, Peter Turner (Jamie Bell), whose memoirs formed the basis for the movie. Matt Greenhaigh's screenplay - his fifth, and his fourth biopic - shuttles between 1981, the year that Gloria died, and 1979, the year that she and Peter started their brief, deeply passionate love affair, in which the young man's adoration of her stardom and life force manages, however briefly, to make her forget that she's growing old in an unforgiving industry that discards women of a certain age. The real-life Grahame dealt with this process more self-destructively than most, and while the movie softens her considerably, it still leaves a strong image of a panicking woman in perpetual freefall, grasping to any shred of human decency that comes her way, but invariably (and seemingly intentionally) fucking it up. If you can get this far into the concept without having bright red My Week with Marilyn flashbacks, you are made of considerably sterner stuff than I.

Happily, no matter how bad it goes (and it does go pretty bad in some ways): Film Stars is always better than that mildew patch of a movie. The structural hopscotching is a bit labored and doesn't really add much at all other than some mystery where it doesn't need to exist; the film goes all-in on a specific stylistic conceit that doesn't pay off for it at all (we'll get there in just a minute); and it is so nervous about the darkest and therefore most salacious bits of Grahame's life (the longstanding rumor that she slept with her stepson Anthony Ray when he was underage, years before they eventually married, is brought up solely to be knocked down) that it can't end up telling us very much about her, specifically. It could be the tale of any washed-up classical-era actress whose career downturn has already weathered one transitional period in the industry and is presently weathering another, and Bening seems content to play it that way, doing very little other than speaking with an unusually breathy voice to evoke Grahame the person.

Which is no slam on Bening. In fact, her performance here is something of a treasure, as indeed is most of the acting in the film. This is one of those British productions that has managed to collect a whole ensemble's worth of world-class talent: Julie Walters and Kenneth Cranham as Peter's parents, whose house in Liverpool is the particular one that film stars are not meant to die in; Stephen Graham as Peter's wiser, weary older brother. Vanessa Redgrave and Frances Barber pop up for one glorious scene as Gloria's mildly spacey mother and her extremely pissed-off sister (Barber is especially great, vomiting forth several books' worth of unpleasant shared history entirely through her glowering expressions; I think she gets a grand total of two lines, and that might be an over-estimate).

But it's very much Bening and Bell's film when all is said and done, and they are stunning in it. Most of the film's pleasure comes down to watching two gifted actors handing off scenes and moments in an impeccably-choreographed interplay of glances, expressions, poses; it's also a showcase for a great deal of solo acting in paired scenes, especially from Bening, whose job it is to let us hear all the things Gloria refuses to say out loud and perhaps refuses to think. Late in the film, we see a key scene play out once from Peter's perspective, and once from Gloria's, and just watching the actors' mouths and eyes could be a master class in itself. This is complicated character-building that goes miles beyond anything in the script to suggest conflicts and affinities between the lovers along all sorts of stress lines: the desperate ardor of well-matched sexual partners, the rarely-voiced but omnipresent tension of their age gap, the slight aura of a mentor relationship as the aspiring actor Peter observes and later copies the movie star Gloria.

The raw joy of watching these two inhabit these characters and balance scenes together is probably almost enough to give Film Stars at least another half-point; but then I look at basically everything else but the acting, and it's just not doing it. Paul McGuigan has never directed this kind of small, intimate character drama before (if I were going to be unnecessarily nasty but also simply accurate, I could also say that he's never directed a good movie of any sort before), and while he does get his leads lined up beautifully well, he fumbles just about everything else. It's not a bad script, but it's made heavy-footed by the direction, and particularly the odd choice to emphasise the artificiality of so much of the photography and staging (this is the conceit I mentioned a bit ago). A very generous viewer might look at that artifice, and say, "oh, it's because Gloria Grahame was prominent especially in the 1950s, and unbelievable rear projection and theatrical sets were simply how it was done in the '50s!" Sure, but if there's an end to this being done beyond the fact that it could be, I'm at a loss to explain it.

The movie tries to be stylish. The transitions between time periods are neat, done in camera through the simple gesture of turning the camera to look at a different part of the set, but this is a much bigger gesture than anything else in the movie, and it just ends up feeling showy. Urszula Pontikos's cinematography is full of wonderful lens flairs and blown-out windows, a series of techniques that added some naturalistic flair to 2011's Weekend (her first feature), and here adds a foggy, quasi-nostalgic haze to the proceedings. But the cinematography is good in a vacuum, as it were: Pontikos's work isn't capitalised on, and in some cases it's in direct contradiction to the blocking, particularly in the earliest scenes of the flashbacks, where.

If I can throw in one entirely disproportionate nitpick: at one point, Bening clearly shifts emotional registers in a huge way in the middle of a scene, and I'd have given anything to watch it; instead, McGuigan and editor Nick Emerson throw a perfectly ordinary, functional shot of Bell (a POV, I think, but it might have been a reverse shot) for no particular gain, and it pissed me off. The editing is otherwise perfectly normal.

Anyway, the film has very little to say - the acting, now that says volumes. But the film isn't doing anything with the acting; it has been loosely, even indifferently taped together, proceeding through its banal thoughts on celebrity in an irritatingly normal fashion. It's certainly worth seeing if you have even the tiniest affection for Bening, and it's the kind of film that certainly ought to make a reputation for Bell that he's mostly lacked to this point; I know there are viewers for whom great acting is in and of itself enough to make a film great. I'm not one of them, but at least it's a hell of a compensating factor.

*Though if Darkest Hour was Oscarbaiting any harder, it probably would have pulled a muscle.