Film Stars Don't Die in Liverpool is a drama clouded by dread. It's based on the real-life romance between faded Hollywood starlet Gloria Grahame and an unlikely Liverpool thespian 30 years her junior. For one, an unhappy ending looms.

Director Paul McGuigan shapes his movie around the requisite flashbacks of Gloria (Annette Bening) falling madly in love with Peter Turner (Jamie Bell) and then hitting all the snags age and fame disparities can cause. On the present timeline, a bedridden Gloria grows sicker.

Film Stars Don't Die has no hope of living up to its own star. Annette Bening continues her remarkable run of complex character work as Gloria. She exacts a brilliant hybrid of breathy Doris Day and intransigent Norma Desmond in a movie that can't match her creativity or range.

What's more, the script constantly gestures to stories on its margins—about pansexuality, industry sexism and stepsons-turned-husband—that are more interesting than the physical and emotional decay at its core. This somber cousin of My Week With Marilyn could really do with more ruminations on acting, on and off stage, and fewer on the ravages of terminal illness.

CRITIC'S RATING: 2/4 stars.

Film Stars Don't Die in Liverpool is rate R and opens at Cinema 21 on Friday, Feb. 2.