At 85, Besedka Johnson was discovered by Hollywood in the locker room of a Los Angeles gym.
An executive producer of the movie "Starlet" was also working out at the YWCA when "she recognized some sort of star quality in Johnson" and asked her to audition for the independent film, according to the filmmakers.
"I thought it has got to be a great big joke," Johnson later said of her immediate response, but "when you're this old, it's like let's just go along with it and see what happens."
She got the part and earned acclaim for her portrayal of Sadie, a cranky octogenarian widow who is befriended by a young aspiring actress played by Dree Hemingway, daughter of actress Mariel Hemingway.
Johnson, who appeared in only one film, died Thursday at Glendale Memorial Hospital of complications following surgery for a bacterial infection, said her son, Jim Johnson. She was 87.
"We were all incredibly lucky to have found her," Sean Baker, the director of "Starlet," told The Times on Tuesday. "She was absolutely wonderful, breathtaking in the film."
After appearing in the tale of love and moral awakening, Johnson admitted to harboring teenage fantasies of acting but said she had long ago stashed them away.
But at last year's South by Southwest festival, she told the crowd that her role in "Starlet" had been "a dream come true, a thrill for someone her age," said "Starlet" producer Blake Ashman-Kipervaser.
In a statement, Dree Hemingway said, "Besedka showed that no age is too old to do what you dream. I loved her dearly."
Both actresses received rave reviews for their acting in "Starlet," which hinges on a plot twist at a yard sale. Hemingway's Jane buys a yard-sale vase from Johnson's Sadie, a no-nonsense widow who has no idea that thousands of dollars are hidden inside.
Last fall the Los Angeles Times said that the "sly, surprising look at friendship and self-discovery" featured "breakout performances" from Hemingway and Johnson, and the New York Times review called Johnson "a longtime Angeleno making a true, piercing screen debut."
The 2012 jury at South by Southwest recognized Johnson's acting, and at the Independent Spirit Awards in February the "Starlet" cast received the Robert Altman Award for ensemble acting.
Filmmakers said Johnson only struggled as an actor with the heat — the movie was made in August 2011 in the San Fernando Valley — and with having to portray such an ornery old woman.
"She was a nice, sensitive person," Ashman-Kipervaser said. "Her character required her to be mean and hostile, and it took her a little bit to get used to that."
After a scene required her to be particularly abrasive to Hemingway, Johnson "would turn to Dree and apologize for the way she was acting," Baker said. "It was so sweet."
She was born Beatrice Vivian Divic on Oct. 5, 1925, in Detroit, one of two children of Milan and Frances Divic.
When Johnson was about 17, she moved to Los Angeles to pursue a modeling career.
In the late 1940s, she married an artist and had three sons before the couple divorced in the late 1950s. A second marriage quickly followed, ending in 1966.
Since the 1960s, she had used "Besedka" as her first name, taking it from the name she gave the dress shop she owned for years on Ventura Boulevard in Woodland Hills. She later opened another Besedka dress store on Riverside Drive in North Hollywood.
After closing it in 1981, she repeatedly traveled to Greece and Hawaii and pursued a "holistic, healthy approach to her entire life," said Brogan Lane, a shop customer who became her best friend.
When Lane was married to actor Dudley Moore, Johnson worked for the couple, "helping to take care of us spiritually and organizationally," according to Lane.
Following her first divorce, Johnson took acting lessons in her 30s as a sort of therapy, she said last year.
"I thought it would be kind of fun because somewhere in my studies of astrology and other kinds of stuff, it was a way that I thought would bring about your inner personality," Johnson said in an interview for the blog the Moveable Fest.
She never thought professional acting was in the cards, Johnson repeatedly said.
When "Starlet" executive producer Shih-Ching Tsou spotted her at the gym, Johnson blushed when asked if she had done any acting, "but her eyes lit up and she said, 'No, but I've always dreamed of doing that,'" according to Ashman-Kipervaser.
Before Johnson became ill a few months ago, other directors had approached her about appearing in features, Baker said.
When "Starlet" was screened last fall at the Mill Valley Film Festival, Johnson attended with friends and was "treated as a movie star," Ashman-Kipervaser said. "It was all a big thrill for her and her friends ... and a really sweet ending to her life."
She is survived by her three sons, Jim, Marc and Lloyd Johnson; and two granddaughters.