A romance sparks between a young actor and a Hollywood leading lady.

Real life proves to be just as dramatic off-screen as it does on it for aging Hollywood superstar Gloria Grahame (Annette Bening) and her much younger lover, Peter Turner (Jamie Bell). As their mismatched romance waxes and wanes over time, events conspire to keep them in each other's lives even when it proves to be difficult and demanding. Ultimately, they find that they must each come to terms with whatever fate they face in the future whether they are together or apart.—AnonymousB

1981. In Britain, appearing in a stage production of "The Glass Menagerie" in Lancaster, fifty-seven year old Gloria Grahame, far past her prime as a Hollywood actress who perfected the portrayal of the "tart" in 1940 and 1950s movies, one which earned her an Oscar, contacts her former lover, thirty-year-old struggling British actor Peter Turner, who is also appearing on-stage in his hometown of Liverpool, when she has some medical distress, which she categorizes as extreme indigestion. She contacted Peter, who did not even know she was in Britain, despite the animosity that characterized their previous meeting a few months earlier. In bringing her to stay with him in his working class parents' flat, Peter and his family immediately realize that what she is suffering from is much more serious than indigestion. As they begin to care for her in Peter respecting her wishes neither to send her to a hospital nor to contact any of her family members in the U.S., Peter struggles between his love for her and wanting to respect her wishes versus the toll caring for her on their own is taking on him and his family. In the process, flashbacks are presented in key moments in Gloria and Peter's two year relationship, they first met when she moved into the rundown flat next to his in London where she was performing in a play. Gloria's personal history is also detailed, which includes four ex-husbands, four now-grown children, and her holding onto her youth with every fiber of her being with her last ex-husband being one of her stepchildren, hence Peter not the first younger man with whom she had a relationship.—Huggo

What starts as a vibrant affair between a legendary femme fatale and her young lover quickly grows into a deeper relationship, with Turner being the person Gloria turns to for comfort. Their passion and lust for life is tested to the limits by events beyond their control.