Annette Bening on Bringing a Former Femme Fatale to Life

Like so many of the most successful business meetings, it started in the ladies’ room. Annette Bening and James Bond producer Barbara Broccoli bumped into each other at the British Academy Film Awards in 2011. Bening had dashed to the restroom before the announcement of the lead actress category—for which she was nominated for The Kids Are All Right—and she was trying to freshen up quickly. “I don’t know if you’ve ever had a dress that you literally almost had to take it off?” Bening said over tea recently in Beverly Hills, describing that evening at London’s Royal Opera House. “Well, anyway that’s when I saw her. I said, ‘Hey, Barbara, you know . . . we oughta make that movie.’”

Broccoli, who had known Bening since the early 90s when they became mothers around the same time, had been wanting Bening for a project for years—an intimate little movie about a later-in-life love affair between classic Hollywood actress Gloria Grahame and a then young English actor named Peter Turner. “I said, ‘Do you feel ready now?’” Broccoli said. “It always had to be Annette.”

The movie, Film Stars Don’t Die in Liverpool, opens in the U.S. in limited release on December 29. It’s a portrait of Grahame in her 50s, at a moment when she was vibrant, sexual, vulnerable, and yet discarded by her industry, a role that reveals Bening at the peak of her skills. Based on Turner’s 1987 memoir of the same name, it was directed by Paul McGuigan and co-stars Jamie Bell as Turner. While Film Stars Don’t Die in Liverpool is just a snapshot in Graham’s turbulent life and career, it arrives as women in contemporary Hollywood are talking openly about the ways the industry has used and abused them, a painful purging that began with the Harvey Weinstein sexual misconduct allegations first reported in October. Bening said she has been watching that story unfold, with a sense of both shock and recognition.

“There’s the cliché of the casting couch that every actor, actress knows about, but the specifics about assault and all the kind of really serious sexual predators, that was a revelation to me,” Bening said. “Very disturbing . . . I understand the paralysis and not knowing how to handle a moment. You don’t have to be in show business to have had some uncomfortable moment with some man, whether it was somebody you were going out with or the father of a friend or a coach. Even if nothing actually happened, you had a taste of maybe being vulnerable and being in a situation that you weren’t comfortable with, that you didn’t quite know how to handle because you were a young woman who is conditioned to—what’s the word? You’re not in control. The other person’s in control. The other person’s the boss. The other person’s the man. The other person’s the dad or the coach or the teacher or whatever. To know how to handle yourself in those moments, I think it’s really hard for girls.”

Grahame, who won an Oscar for her performance in 1952’s The Bad and the Beautifulusually played Hollywood bad girls—in Oklahoma! she was literally “The Girl Who Cain’t Say No.” Her off-screen life was also a source of drama, as she married four men, most notably and scandalously her stepson with director Nicholas Ray, Anthony Ray.

Bening’s connection to Grahame began in her 1990 breakout film The Grifters, when director Stephen Frears recommended she look to the former femme fatale’s performances as inspiration for her role as a sexy, dangerous con woman. “She was a little bit wild,” Bening said of Grahame. “She definitely was open to the moment. People who knew her, who talked to me directly, have said that she was super fun.”

During the period when Film Stars Don’t Die in Liverpool is set, the late 1970s, Grahame is at the end of her career, taking low-profile theater jobs in England and TV movies to pay the bills. “Gloria referred to herself as ‘the replacement,’ ” said Broccoli, who met Grahame during this period through Turner. “If someone else turned a role down, she was the replacement. She never knew how good she was. She felt scrutinized, like a lot of women do on-screen and off-screen. It was very difficult for her as she was aging.”

Getting the film made relied on Bening’s star power, Broccoli said. “People would say, ‘No one knows who Gloria Grahame is,’ ” Broccoli said. “When I was saying I was making a film with Annette Bening, people would say, “Oh, well if Annette is in it, it’s going to be extraordinary.”

At the age when the film industry abandoned Grahame, Bening has been thriving. At 59, she has been nominated for an Oscar four times, and began an especially productive period of her career in the last decade, with leading roles in movies like The Kids Are All Right and 20th Century Women. Married to Warren Beatty for 25 years, she is a mother of four, with kids aged 25, 23, 20, and 17. “As I was having kids, I would take long periods of time off,” Bening said. “So that I had a lot of time where I just wasn’t in the business. I always felt like, coming back, God, can I do this? I haven’t done this in a while? Do I know how? I guess I do. I’m O.K.”

In Film Stars Don’t Die in Liverpool, Bening reveals the full range of her skills, switching, once in the very same scene, from a happy, lovemaking Grahame to the actress on her deathbed. McGuigan achieved the swift transitions with the help of a turntable on the theater-style Pinewood Studios set, which rotated the actors between time periods. “In a way it’s helpful because then you’re not in your analytical mind,” Bening said. “You don’t want to be when you’re acting anyway, but yet I certainly have that chatter. It kind of liberated me from that. It was definitely a challenge just because I knew eventually the movie would need to fit together and that the transitions that Gloria was going through had to be believable. I knew that was one thing that only I could do. That was my challenge and my responsibility.”

When she’s not working, Bening said she’s a news junkie, and loves true crime documentaries—recent favorites include Netflix’s The Keepers and Making a Murderer. This year, she had the peculiar experience of watching one of the most memorable Oscar nights in history from home, as Beatty, on hand to announce best picture, was handed the wrong envelope. “I was there with my daughter and we were like, is this really happening?” Bening said. “We were screaming. We were like, what is going on? Oh my God. I thought my husband handled it really well. What a difficult position. I thought, well done, Warren.”

Bening’s future projects include a role opposite Oscar Isaac in Life Itself, a feature from This is Us creator Dan Fogelman, and a part in an adaptation of Anton Chekov’s The Seagull. She’s working as much, she said, as she ever has, and in increasingly layered roles. “All of the stereotypes that were articulated in the women’s movement really were reflected in the movies,” Bening said. “The good mother, the bad mother, the good girl, the bad girl, the Madonna, the whore. All of that stuff that the woman's movement in the 70s was articulating, we’re now beginning to feel the benefits of people in our culture being more accepting of a more complex, truthful view of women.”

Get Vanity Fair’s HWD NewsletterSign up for essential industry and award news from Hollywood.Rebecca KeeganRebecca Keegan is a Hollywood Correspondent for Vanity Fair.

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