The three women who played A Star Is Born before were already movie stars. Janet Gaynor was the original. Judy Garland made her comeback after several years away from the screen, overcoming her demons to deliver a highly emotional performance. For Barbra Streisand, writing her own songs and producing, her movie was a statement (overwrought though it was) of empowerment. These women were reborn.

Lady Gaga is the first who becomes a movie star in front of us. When she first appears here, Gaga is worlds removed from her concert act: her hair is natural; her eyes are wide and unadorned; she speaks with a slight New York accent. Jackson Maine cautions her character Ally to be honest, and that’s advice Gaga has taken to heart. Gaga’s strongest career asset seems to be her ability to transform, to costume herself and strip herself down like a chameleon. Here, she has an appealing blankness that fits this ages-old Cinderella story, where a fresh face and a lot of talent can be molded into something big.

But more than previous versions, this Star orbits around washed-up alcoholic Jackson Maine. Bradley Cooper, who directed, produced, and co-wrote (along with writers Eric Roth and Will Fetters), is a pretty transformative actor himself. He’s got it all: the drunken sweats, the gravelly mumble, the furrowed brow and unwashed curls. Though Lady Gaga is the breakout, Cooper emerges as the movie’s focal point, the story’s beating center who convinces us of his passion and commitment. Maybe the voice, the squint, are overdone. But Cooper’s measured approach to this soapy story turns something potentially maudlin into a movie with real sincerity.

And since Jackson Maine’s rise and fall command the movie as it goes on, Ally loses something once her character hits it big. Her fame feels more sketched than lived in by the writers; suddenly she has a single, an album, Grammy noms, and Gaga has less to have fun with. I think this is the movie’s point, that you lose part of yourself when you substitute other people’s visions for your own. But Gaga has much more personality as the scrappy upstart than the banal pop star she becomes.

But oh, the chemistry! Our leads are electric together, from their first night swapping stories and songs in a parking lot, to the stirring intimacy of their first on-stage duet (“Shallow,” maybe you’ve heard it 100 times) as the crowd cheers them on. The camera’s clearly fallen in love with Gaga: she gets some breathtaking close-ups, especially the glovers’ first meeting as Ally looks straight into Jackson’s eyes crooning “La Vie en Rose.”

Even at the end, Cooper resists the full-on power ballad; he’s after more than a concert film… or even a “Lady Gaga” film. She sings “I’ll Never Love Again” (which, OK, but she’s too young for that to be true), and Cooper finds one more way to bring his star down to earth at the very end. It’s unexpected but in line with the movie’s need for restraint. These are two real, messy, lovestruck people beneath all the star trappings.