There was once a time when projectionists might’ve been nervous about showing films starring Gloria Grahame, whose ability to sizzle on screen in such classics as “In a Lonely Place” and “The Bad and the Beautiful,” for which she won an Oscar, were always a risk to set the nitrate stock ablaze. Holding her own against the likes of Kirk Douglas and Humphrey Bogart, she burned brightly, often in film noirs, between the 1940s and ‘50s before demand dimmed for her amongst the studios and she found a place on the stage in England, though it was never really a place she could feel at home after the heights of Hollywood. Still, she inadvertently paved the way for her return to the screen when she struck up a romance with Peter Turner, a young man who chronicled her final days in his memoir of their relationship, “Film Stars Don’t Die in Liverpool.”

Published not long after her death in 1981, an adaptation of Turner’s tome would become a passion project for Barbara Broccoli, a mutual friend of the couple best known for shepherding James Bond films to the screen, but making a film about the plight of an actress that had already been treated poorly by the industry as she grew older proved more difficult than one of 007’s death-defying missions. Over 20 years would pass before the production would gain momentum, first when Annette Bening, who had studied Grahame as part of her research for “The Grifters” had shown interest in playing her, followed by producer Matt Vaines’ commissioning a new draft of the script by Matt Greenhalgh, a veteran of unconventional biopics of John Lennon (“Nowhere Boy”) and Ian Curtis (“Control”). But the most unexpected and inspired addition might’ve been director Paul McGuigan, who was more likely to make the type of thriller that would star Grahame than would be about her, previously meeting with Broccoli as a finalist for “Casino Royale” after making such films as “Gangster Number #1” and “Lucky Number Slevin.”

“Barbara was talking to Annette about it for 10 years or something, so I always feel I came quite late to the party,” says McGuigan, who turned the fact that he might’ve been the only one on set without a direct personal connection to the material into an asset. “[But] as an outsider, it’s quite nice to put your camera in that position where you’re representing the audience in a way, so you’re saying, ‘I don’t know this story, so tell me what this story is,’ and your camera becomes that point of view.”

As it would turn out, McGuigan and Grahame once resided less than a few hundred miles away from each other when he was growing up in Bellshill, Scotland during the late ‘70s, which likely became a necessity to bring “Film Stars Don’t Die in Liverpool” to life, approaching the story of Grahame’s later life through the eyes of Turner, whose working class family takes in Grahame when she falls ill. The details of Turner’s hardscrabble life are richly drawn, with flowery blue and gold wallpaper in the kitchen suggesting the passion stirring within an otherwise humble household led by a headstrong matriarch (Julie Walters), but McGuigan does equally well in reflecting the emotional truth of the way Grahame still sees the world, touched by the artificiality of the film productions she came of age on. While the romance between Grahame and Turner can reach transcendent places on its own, thanks to the sparks between Bening and Jamie Bell, the director brilliantly allows reality and fantasy to mingle to convey how the present and the past co-exist for Grahame, as the opening of the door to one room might lead out into a memory from years ago, and travels to Los Angeles and New York remind of the films she shot there, with backdrops shot with rear projection as they once were during the actress’ heyday. Although there’s some irony — and ultimately triumph — in seeing Bening play a role Grahame was frustrated in never getting the opportunity to play herself onscreen — older, complicated by age and experience — the timing feels just right for the film’s mix of modern technical and narrative sophistication with the melodramatic flair that cuts to the heart.

Following premieres earlier this year at Telluride and Toronto, “Film Stars Die in Liverpool” arrives in theaters this week and McGuigan was recently in Los Angeles to talk about how he made such a dynamic drama, actually shooting in Liverpool and why the most straightforward story he’s told to date was the most difficult to turn into a film.

Annette Bening in "Film Stars Don't Die in Liverpool"How did this come about?

I had known Barbara [Broccoli] a little bit because she had me in for one of the Bond movies and she was a fan and I saw Colin Vaines, [another] producer on it, at a screening of Paul Bettany’s film [“Shelter”] and he went, “Oh, I’ve got an idea. I should send you the script.” And I fell in love with both the script and the book that the film is based on. The book’s a very slender volume, but it’s packed with emotion and I really liked the way that it was constructed like it was a sequence of memories joined together rather than formatted into any particular time frame. And I’ve always wanted to do something very intensely about actors and very intensely a love story, something that was emotionally resonant, So I felt it had tension.

There are elements as filmmakers that are a joy to do, so I was excited to go down that road and I realized very quickly this was about acting and about two people in a room for most of it, and I [wondered] how am I going to approach that? Because my cameras usually move around quite a lot, so I was quite restrained. Even when we got to the sound, I stripped everything off and just hadvery simple sound design [where] you could hear kids outside playing [in Liverpool] or the waves of L.A., but I didn’t do anything else. It was actually much more complicated than anything I’d ever done because you’re not relying on the other tools that you usually have. And I found that really exciting.

From that very first frame, you’re very conscious of this sense of observing someone from behind glass and occasionally, you’ll have lens flares and a ghosting effect. How did those ideas come into the mix for how to present Gloria?

Yeah, as a filmmaker, you have motifs that you tend to go back to. Reflections — and glass, especially — are always something I’m really interested in and we used lenses that were stripped down so they were non-coated lenses so you got those flares. It became quite dreamlike at times without being soft. When we were doing the film, the first thing Annette ever said to me was “I don’t want this to be about an old lady dying in a room. It has to have something else. It has to feel alive.” Gloria Grahame was very much alive as a character, so I looked at Gloria’s films and I got inspiration from them, [which is why] I did a lot of back projection and a lot of through the camera techniques [like] the actual sets would move around and people would walk from one set to another [to convey] the fluidity of memory. Every frame was quite meaningful in that sense.

Jamie Bell and Annette Bening in "Film Stars Don't Die in Liverpool"This may be the most mundane thing to ask about, but the wallpaper within the house contributed so much to feel the feel of the film. Were those bold colors immediate?

Where I grew up in Scotland, it was very working class like Liverpool and I remember growing up [seeing] people in film especially [where] the world was very black and white whereas the world that I lived in was so colorful because we couldn’t afford to make everything the same color scheme. You’d have different color carpet in different rooms and different wallpapers in the same room because you’d just wallpaper whatever you could afford to, and wallpaper was a big thing in the UK in the ‘70s and the ’80. In fact, we had some research pictures that Peter Turner gave us of his actual house, so Eve Stewart, the production designer and I would sit and look at them and it was all these wallpapers everywhere with patterns and it was all very colorful.

I always think that’s interesting that people always think of poor people’s lives of being dull and grey. It’s actually the opposite. It’s when you get money that you start to take color away from your life and you start to make it all very stone – and whites like this [looking around the beige walls in the hotel room] and grey and sand and all that kind of stuff. So with that understanding that the working class life is not like that, I really wanted to make sure that the film had a great deal of color and texture in it.

What was it like having Peter around as a resource?

It was really great to have Peter there because the actors really got a lot from him being there and I’ve never done a film about a real person before, so to have him around, he’s such a great guy and such a sharing person, but he was also very respectful of the process of filmmaking. You can’t just have the writer there. You’ve got to kind of let him give you the story and then he takes a step back and then he gives you the story back and now it’s Peter’s story again, so he was very gracious in letting us take his story away from him for a while.

Jamie Bell and Annette Bening in "Film Stars Don't Die in Liverpool"While I don’t want to spoil the scene, you shake things up for one of the most interesting moments in the film where you diverge from Peter’s perspective to show things unfolding from Gloria’s towards the end of their relationship, which not only served the story you were telling, but gave her something that she was often denied in real life – the chance to reclaim her narrative that’s largely been dictated by men. How did that come about?

It was never in the script, but during rehearsals, it dawned on us all – Annette, Jamie and I – that there was another piece of the puzzle that we hadn’t put in and I thought it would be a really good idea to show the breakup scene from two points of view [because] the audience [may have] felt alienated a bit towards her, or didn’t really like her at certain points because they didn’t understand why she was being so irrational or so emotional about everything. Then it was important that we saw it from her point of view, i.e. the truth behind what actually happened because [her] actions were her putting on a performance and for the audience to actually see behind the performance was really, really important.

Sometimes when you make films, you don’t really understand that until you’ve really honed in on everything. Before you even shoot a frame, you’re playing it in your head and you go, “Hold on a second, there’s something missing — that extra little something.” And that was the shift that we made, which in cinema is really interesting because I’m sure when you first see that scene, you don’t ever think, “Well, why is there no shot of her from the front?” Because the scene works as [an individual] scene. And that was important – we didn’t shoot [the scene from her perspective] to be shot again. We shot it as a scene separate, so it was almost like we approached it as two separate scenes.

It showed a lot of confidence in the film you were making, as well as the fact that you decided to actually use footage of Gloria Grahame from her heyday while Annette Bening plays her later in life. Was that much of a decision for you?

It wasn’t really. I really wanted the audience to get the real Gloria Grahame in their heads because she’s not that well-known, and we didn’t want to do an impersonation of her, so therefore we didn’t feel we needed to put Annette in those movies, as it were, and there is a kind of heightened world we’re creating. Plus from Peter’s point of view, there’s that scene of him watching her [on screen] and he just looks at her [sitting alongside him] like, “Who are you? I mean, what the fuck?” And I thought that was really important that there’s a distance between the Gloria of Old Hollywood Gloria and the Gloria sitting next to him in a theater. There was so much time passed there and she had gone through so much in her life and that almost felt like a fading memory. Also, Annette is not too unsimilar to Gloria Grahame, but we didn’t have to make the actor transform into Gloria Grahame. We just had to feel like that Gloria was someone that belonged up on the silver screen.

Annette Bening and Vanessa Redgrave in "Film Stars Don't Die in Liverpool"Did you actually start the production in Liverpool?

The first 10 days we shot in Liverpool, and it was very important that we go there.The Liverpool Playhouse [where Gloria performed] played a big part in that decision, but also the streets of Liverpool are hard to replicate that anywhere else because they’re so identifiable. It’s where John Lennon and McCartney all ran about and and there’s the two up and two down as we call them — the two rooms up, the two rooms down family homes. Because that’s the other love story in the film is the family. It’s their love for their son and their love for Gloria because those kind of families, if you brought back somebody you were in love with and you expressed that to your family, they’d instantly take her in and instantly envelop her with the family love – that’s how it works in these very close-knit families. So that love story was also to do with Liverpool and that very particular dynamic that you find there.

Funny enough, we made that decision quite early on [to shoot in Liverpool] because we were going to shoot it all on a stage and then Annette was doing some publicity in London for “20th Century Women” and she called and said, “Look, I want to go up to Liverpool. Do you want to come with me?” So we drove up to Liverpool and met Peter and then Barbara was there. And we wandered around because [Annette] just wanted the feel of Liverpool and Barbara and I looked at each other and said, “We have to come and film here. There’s no way we cannot come and film here.” But Barbara’s like, “Yeah…yeah. Shit, it’s going to cost us money.” [laughs] And we’re like, “But we have to, right?” And she’s like, “Absolutely. 100 percent.”

What’s it been like to travel with the film?

It’s been nice. It’s nice to come back to the independent film world and to meet cinephiles and other directors and have very intimate conversations with them and feeling that you belong in that community because sometimes when you do these other movies, you’re separated from that. So it’s lovely and also to have a film you’re very proud of is important. I can honestly say you never get used to feeling nervous about how people are going to feel about your movie. That’s never going to change, but it’s nice to be amongst friends and Jamie, Barbara and Annette and Colin and Peter Turner have remained very close through the whole period and there’s a whole atmosphere of yeah, we’ll definitely come and support the film no matter where it is. And I just love [after the screenings when] the biggest roar from an audience when we come onstage to do a Q & A is Peter. I always bring him on at the end because people are just surprised that he’s a real person because what happened to him is amazing. That’s been brilliant.

“Film Stars Don’t Die in Liverpool” opens on December 29th in Los Angeles at the Landmark and in New York at the Angelika Film Center and Lincoln Plaza Cinemas.