Greetings again from the darkness. Old Hollywood glamour is merely something we read about or reminisce about these days. Part of the reason is that we are almost as likely to see a favorite star on TV as in a new movie, and a bigger cause is that we simply know too much about them as people ... the mystique has been replaced by (too many) personal details and divisive political influence.

Classic movie lovers always have favorite performers, and there were certainly some great ones in the Golden Era: Bogart, Gable, Hepburn, Davis, etc; however, I've always felt there was one actress who time seems to have forgotten. Gloria Grahame never seemed to choose the easy route (either on screen or real life),and she turned in some terrific performances in the 1940's and 50's. You might only know her as Violet in IT'S A WONDERFUL LIFE, but she was also an Oscar winner for THE BAD AND THE BEAUTIFUL (1952),and had standout roles in OKLAHOMA! (1955),THE BIG HEAT (1953),and IN A LONELY PLACE (1950). Her talent allowed her to fit as well for a musical or family film, as in the Noir Thrillers for which she seemed to thrive.

So why all the background on a mostly forgotten actress from a bygone era? Because Annette Bening magically channels the late actress in her role as Ms. Grahame in the final stages of her life. Director Paul McGuigan's film is based on the memoir of Peter Turner, a young man who had a relationship with the actress in her later years. Turner is played here by Jamie Bell (BILLY ELLIOT) and he and Ms. Bening are so believable, that we are fully drawn in by their characters and their touching story.

Opening with the actress in her dressing room prepping for a dinner theatre version of "The Glass Menagerie", the film conveys much in these few minutes. Clearly, this is an actress far removed from the Hollywood spotlight. We also sense her immense pride is still present, and the glass of milk is for relief from her discomfort ... later self-diagnosed as "gas".

We start in 1981 and flashback to 1979. Creative transitions between scenes and times add a stylish element to a story that is ultimately about human relationships, aging and loneliness. The need to be cared for when sick is as crucial as the importance of being a dependable caregiver for loved ones. The film's script from Matt Greenhalgh allows for an empathetic look at these topics through the eyes of people we quickly care about.

Julie Walters (Bell's dance teacher in BILLY ELLOT) is exceptional as Turner's mother and Ms. Grahame's caregiver. Other supporting roles include Kenneth Cranham as Turner's dad, Stephen Graham as his fiery brother, and Vanessa Redgrave as Ms. Grahame's mother. We never get the back story on why Ms. Grahame feels so connected to the Turner family - only that the 28 year age difference between herself and Peter didn't much matter to either of them.

There is a sexually-charged disco dance with Ms. Grahame and Peter in her hotel room that makes clear why any young man might fall for her, but it's really in the quieter moments where the film and Ms. Bening and Mr. Bell shine. The emotions and pain are palpable, and yet neither her spirit nor his devotion will quit. The music from Jose Feliciano and Elvis Costello is terrific and comfortably fits a story of love and aging and illness, while also reminding us ... once a starlet, always a starlet, even when the star has faded.

I remember the first time I saw Gloria Grahame on screen it was in the theater in Oklahoma where she played goodhearted good time girl Ado Annie. She played a lot of good time girls in more serious films as well. My best memories of her on the screen were in The Big Heat and Not As A Stranger. During her peak years in the Fifties Gloria Grahame got the first call when one had to cast a woman of easy virtue. She won an Oscar for The Bad And The Beautiful for a woman who is led astray. Usually Gloria did the leading.

Annette Bening did a good job interpreting Gloria Grahame best as she could and she got it 3/4 right. There was only one Gloria and she was unqiue. This shows the sad last two years of her life when her career was pretty well over, but she had hopes of a comeback. She was living in the United Kingdom and hardly a big name any more.

But whatever she had in the way of happiness came from a May/December romance with young actor Peter Turner played by Jamie Bell. It wasn't easy at times because Grahame still thought of herself as a big star. Lots of Norma Desmond in that woman.

The two best scenes in the film are Gloria's meeting with her mother Vanessa Redgrave and a most jealous sister who tried and didn't have the career Gloria did. The classic has been versus a never was. The sister is played with real bite by Frances Barber. The second is Gloria with her doctor saying she had rejected chemotherapy because she was afraid of losing her hair and she wanted to be castable still. Offers were not really coming the late 70s.

The ending is similar to Frances Farmer's end in Will There Ever Be A Morning, poignant and sad. Won't reveal, you have to see it and I defy anyone to have a dry eye.

A great tribute to a great star.

In 1979 London, Peter Turner (Jamie Bell) is entranced by visiting American actress Gloria Grahame (Annette Bening). They begin a romantic affair. In 1981 Liverpool, Peter is living at home with his parents. Gloria arrives to reignite the relationship but she's suffering from a devastating illness.

Bening delivers another great performance. She has a real transformation. Her charisma and screen presence is undeniable. However, the movie doesn't allow the relationship to develop. It's a melodrama thrown at the wall as it watches whether anything actually sticks. The only thing that truly sticks is Bening. The chemistry is on and off. The structure assumes the chemistry rather than nurtures it. This has its moments and Bening almost carries it by her sheer acting power.