“I was born when she kissed me. I died when she left me. I lived a few weeks while she loved me.”

If ever there was a line that so perfectly distills film noir, it is this one, from Nicholas Ray’s 1950 masterpiece In A Lonely Place, starring Humphrey Bogart and Gloria Grahame. It’s perfect in part because of where it sits in the film, when Bogart’s potentially murderous screenwriter contemplates a line he wants to put in a script and asks his girlfriend Laurel, played by Grahame, to repeat it back to him, to hear how it sounds outside of his own head. But Laurel only gets two-thirds of the way through because the line is too real. It’s too real for Laurel, who loves Bogart’s Dix but can’t escape the fact that he might have murdered a girl and gotten away with it, and too real for Grahame herself.

Because Grahame’s husband, Nicholas Ray, wrote that line while their marriage collapsed around the filming of In A Lonely Place.

So much of Gloria Grahame’s life could be described as something out of a movie, something you couldn’t make up if you tried. A career that, despite an Oscar win for Best Supporting Actress in 1952, never really reflected her talent and petered out within 15 years. A neverending fixation on the imagined imperfection of her upper lip that led to an addiction to plastic surgery. A botched operation that left that upper lip paralyzed. Four children and four failed marriages, including a highly scandalous one to her former stepson, Tony Ray. In so many ways, Grahame’s life was more tumultuous and tragic than that of Hollywood’s paragon of tragedy, Marilyn Monroe. But before this review, before Film Stars Don’t Die in Liverpool, did you know her name?

It’s OK if you didn’t. If it wasn’t for the podcast “You Must Remember This,” I’m not sure I’d know about Grahame or her truly jaw-dropping life. I’m not sure I would’ve found In A Lonely Place, and it might never have become one of my all-time favorite movies. Because the thing about Gloria Grahame isn’t just that Hollywood forgot her. It’s that she was OK with being forgotten.

Directed by Paul McGuigan, Film Stars Don’t Die in Liverpool tells the story of the final days of Gloria Grahame (Annette Bening), as inoperable cancer renders her unable to perform in a play in England and she seeks refuge, but not treatment, with Peter Turner (Jamie Bell), her young, British ex-boyfriend. The film alternates between her last days in Peter’s family home and the progression of their romance years before, from first meetings as neighbors and playful dates to see Alien through a move to New York and the secrets that end their relationship.

Framing the narrative with flashbacks is a familiar tool McGuigan both utilizes well and revitalizes, as Peter literally steps from the present to the past, unable to escape the memories that complicate an already impossible situation. As the audience stand-in, Peter struggles to reconcile the dying woman in his mother’s home with the vibrant actress who neither wallowed, Norma Desmond-esque, in her bygone glory days, nor shied away when her bitter sister reveals her sordid past to him. The Gloria that Peter knew simply lived and danced and kissed and worked the same way she did her whole life — without much care for the consequences or for what a famous Hollywood film star should act like. Yet the Gloria that Peter sees now will not see a doctor or let him call her children, ostensibly because she does not want them to worry. Really, though, she does not want them to see her like this, not so much to protect them but rather herself. Seeing her children will mean that her death is not just likely, but inevitable.

And yet, as melancholy as the situation is, McGuigan never treats Grahame as a tragic figure, and Bening does not play her as one. It can sometimes be a mixed bag when actors portray their silver-screen predecessors, but Bening embodies Grahame so completely that more than once she left me breathless. She sounds like Grahame but never mimics her, applies lipstick like Grahame but never looks clownish, and — most astoundingly — acts like Grahame acted, and in places you wouldn’t expect.

One of the most stunning scenes is a fight between Grahame and Peter, where she smokes on a balcony and perches herself on a chair as if it were Bogart standing across from her and a director telling her precisely where to stand to get her best, most noirish angle. The fight is an act — she doesn’t want to tell Peter about her cancer and so she kindles his jealous assumptions regarding her frequent disappearances as a smokescreen — but she slips into that act so naturally that she instantly seems 40 years younger. Her defense mechanism is to shape her life into one of the film noirs she was so famous for when she was younger.

And with a life like hers, who can blame her? Film noir has a formula, whereas life does not. For Gloria, it must have been a comfort to shape her life as if it had a script, even if it meant it wouldn’t end well for her. For femme fatales, it never does.

Film Stars Don’t Die in Liverpool opens in Indianapolis today, a little lost in the shuffle of awards season and undoubtedly overlooked and misunderstood by critics and audiences alike. Overall, it’s a film that rests on performances, and as wonderful as Bening is (and Bell, compelling as always), some of the subtleties of her performance might be lost on someone unfamiliar with Grahame. But, honestly, that only seems fitting.

Gloria’s life blended the limits of reality and Hollywood fantasy; it’s as hard for us to separate the real Gloria from the celluloid Gloria as it is for Peter to reconcile the women he loved with the woman who is dying. Tragic Hollywood figures like Marilyn Monroe and Judy Garland and James Dean have been immortalized and deconstructed and biopic’d to death, and because of that, there is very little room to see who those people were in simpler moments, when the mundane might have given them some contentment outside of the lamentable narrative Hollywood and pop culture imposed upon them.

Thankfully, Film Stars does not make that mistake. It would be all too easy for someone to tell Gloria’s story and tell it unkindly, to emphasize the taboos and the eccentricities and leave out the empathy. This film treats Gloria Grahame right, like the fascinating woman she was, and by its conclusion, you see why Peter loves her right until the very end. It’s hard not to love a woman who wears her flaws so openly. It’s not hard not to love a woman who, despite her insecurities, is still comfortable in her own skin. And by the end of this film, you know exactly what Nicholas Ray meant when he wrote the words that so typify Gloria Grahame’s strange and beautiful life.

“I was born when she loved me. I died when she left me. I lived a few weeks while she loved me.”