Writer/director Alexander Payne joins the show to discuss his new movie “The Holdovers,” starring Paul Giamatti. He dives into some early moments of his career, reuniting with Giamatti nearly 20 years after “Sideways,” and more. 

Stick around after the interview for our review of the film, and we finally catch up on some movies and TV we’ve missed throughout the year.

Timestamps (approx. only)

• 00:00:00 - Intro 
• 00:11:41 - Interview | Alexander Payne
• 00:40:33 - Review | ‘The Holdovers’
• 00:51:44 - Review | David Fincher’s ‘The Killer’
• 01:06:25 - Outro

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Back in 2004, Paul Giamatti and Alexander Payne teamed up for one of the best movies of the 2000s, Sideways, which earned several Academy Award nominations and a win for Payne’s Best Adapted Screenplay. Nearly 20 years later, the two have come together again for The Holdovers, which has been garnering Oscar buzz since making the festival rounds at Toronto and Telluride ahead of its limited release in October. Now the Christmas drama is hitting theaters around the country, and critics are raving about the coming-of-age holiday flick. 

The Holdovers centers around a teacher, student and cook in the 1970s who form an unlikely bond while staying at their New England boarding school over a two-week winter break. Alongside Paul Giamatti as the strict history professor Paul Hunham, Dominic Sessa makes his feature film debut as the rebellious student Angus Tully. Da'Vine Joy Randolph plays Mary Lamb, the cook who has suffered the loss of her son. Let’s see what the critics say, starting with Emily Murray of GamesRadar. The critic rates the film a perfect 5 out of 5 stars, writing: 

Stacey Yvonne of Wealth of Geeks rates it a 6.5 out of 10, saying it lacks a bit in character development, but overall The Holdovers comes highly recommended as a “lovely” film that sees Alexander Payne in top form and Paul Giamatti at his best. Yvonne continues: 

Film critic Leonard Maltin calls The Holdovers the most satisfying film he’s seen all year. It’s impossible to envision anyone but Paul Giamatti in the leading role, and Da’Vine Joy Randolph is “a marvel” in what she adds to her character. From Maltin’s review: 

Robert Butler III of Geeks of Color gives the movie a 9 out 10, writing that Paul Giamatti is “exceptional” and deserves every accolade he will inevitably earn this coming awards season. As for the movie overall, Butler writes: 

Manuel Betancourt of AV Club notes that while questions posed in The Holdovers regarding mental health, trauma, privilege and entitlement are anchored in its 1970s setting, the themes are all the more relevant today. The movie drives home the need for gentleness, not only for others but with ourselves. In Betancourt’s words:  

The film boasts an overwhelmingly positive reception on Rotten Tomatoes, garnering a 96 percent Fresh rating from more than 175 reviews. Now that The Holdovers is in wide release, check your local showtimes to catch this flick, because it sounds like we may be hearing about it again come awards season. Also be sure to check out our 2023 movie release calendar to see what else is coming to the big screen through the end of the year. 

During his career, Alexander Payne has ventured to “The Cornhusker State” for Nebraska and worked in Hawaiian locations with George Clooney for The Descendants. One details those two well-known movies of his have in common is that they didn’t exceed two hours. In more recent years, there have arguably been a lot more big-screen movies that have had way longer run times. With that in mind, the Oscar-winning director recently talked about the current state of cinema in that regard. To him, there are “too many damn long movies,” and I’ve never felt so seen.

When you watch a Marvel movie like the three-hour-long Avengers: Endgame or flicks from James Cameron or Martin Scorsese, you know you’ll be spending a good portion of your day in the theater. However, is that good for moviegoers? The About Schmidt helmer spoke at the Middleburg Film Festival (via IndieWire) about his view on theatrical run times:

There are plenty of acclaimed films that run long, including Titanic, Gone with the Wind and The Sound of Music. More recently, possible Oscar contender Oppenheimer has a run time of about three hours. Also, James Cameron's Avatar: The Way of Water is 3 hours and 12 minutes. (Cameron's explanation for the length was that he wanted to further explore the characters, story, relationships and emotions effectively). Because it’s been 13 years since the first installment in that series came out, I can understand why Cameron wanted to give audiences the full-fleshed story they’ve been waiting for. But then again, I have to say it can be difficult to sit through such a long flick. (We've all had those moments in the theater in which are legs are becoming stiff or we're in need of a bathroom break.) So I can't fully disagree with what the director is saying.

Martin Scorsese’s Killers of the Flower Moon, which just opened in theaters, also plays for nearly three and a half hours. The New Hollywood-era director has defended his long runtime by arguing that people watch stage productions for that length of time and do the same when it comes to binge-watching TV shows. That's a good point, too and further drives home the point that filmmakers simply have varying views on this topic. But to be clear, Alexander Payne isn't exactly saying that he’s against long films. He shared even more thoughts, saying:

The Election director clearly believes in ripping off the bandage, so to speak. Based on his work, it appears he doesn’t feel the need to prolong any elements of his movies and for the runtime to be as natural as possible. In short (ignore the pun), Alexander Payne simply believes in telling a good story and ensuring that the runtime is fitting for that story and not superfluous, it seems. Funnily enough, Payne thought his new dramedy, The Holdovers, was shorter than he initially thought. All in all, a long film can be throughly engaging but, guys, when it's warranted, there's nothing wrong with keeping a production nice and tight.

Be sure to check out The Holdovers, which opens in theaters on October 27 as part of the schedule of 2023 new movie releases. 

SPOILER ALERT: The following article contains spoilers for the movie Downsizing. If you have not yet seen the film, and don't wish to know details about the ending, please bookmark this page and save it until after your screening!

The first act of Alexander Payne's Downsizing is pretty straight forward -- serving to not only establish the history of the science behind the titular process, but also explain how it wound up changing the world. If the director had his druthers, however, it would have had a very different opening that would have been set 5000 years in the future. Discussing scenes that didn't make the cut, Payne recently told me in an interview,

Last month, I had the great pleasure of sitting down with Alexander Payne for an interview during the Los Angeles press day for Downsizing, and it was while talking about the edit of the movie that he brought up the deleted framing device that didn't make it into the theatrical cut. Recognizing that the film has a sizable runtime of two hours and 15 minutes, I inquired how much material hit the cutting room floor. He then explained how the movie was originally designed to open completely differently, following characters who come out of the aftermath of the film's ending.

In the third act of Downsizing, Paul Safranek (Matt Damon) finds himself on a special trip to Norway, where he learns about a special doomsday plan that has been devised by associates of the scientist who invented the shrinking procedure in the first place. They have constructed what is basically a massive underground biosphere that will allow generations to live on even after the planet died. As described by Alexander Payne, the framing device would have followed the ancestors of these people, who had heard stories passed down about a strange man and his choices in the time of Downsizing.

As for why this opening wasn't included in the film, the answer is exactly the one that you would expect. The movie is already pretty hefty in the runtime department, and Alexander Payne felt that it needed to get the axe:

Hopefully that's Alexander Payne's way of saying that we can eventually expect the scenes to be included on the Downsizing Blu-ray. Until then, the film -- which stars Matt Damon, Christoph Waltz, Kristen Wiig, Jason Sudeikis, and Udo Kier -- is still available to catch in theaters.

As one of the finest actors of her generation, you'd expect Laura Dern to have a hard time picking out a specific role as her favorite. Instead, it turns out that it was actually a rather simple decision for the actress. Rather than choosing her leading role as Dr. Ellie Sattler in Jurassic Park, or her Oscar nominated performance in Rambling Rose, when asked about her favorite gig Laura Dern insisted that her favorite ever movie role was playing Ruth Stoops in Citizen Ruth. She had a pretty solid reason why that was the case, too. That's because the Alexander Payne film allowed her to be debauched and depraved, and not give one single fuck. Here's what she said about the role:

While doing the above 24 hours a day, seven days a week, is certainly admirable, surely the ability to run away from raptors and get out of Jurassic Park alive means that Dr. Ellie Sattler deserves a bit more credit? Apparently not.

Laura Dern then also went on to wax lyrical about Citizen Ruth director Alexander Payne to EW, specifically noting that his confidence in both the material and her outlandish performance were the reasons for her sensational portrayal. Which was particularly impressive because this was actually Alexander Payne's debut as a director.

To be fair to Laura Dern, Citizen Ruth certainly allowed her to go to places that most other roles don't even verge close to. In Citizen Ruth, Laura Dern's titular character is a poor, irresponsible, and pregnant woman, who suddenly finds herself thrust into the spotlight over the morality and legality of abortion. But despite the character's deplorable antics throughout the film, Laura Dern was still able to imbue her with a lovable presence that meant you were usually somehow on her side, which is something that Laura Dern often brings to her characters. Here's a handy run-down of Ruth Stoops' past misdemeanors in Citizen Ruth:

Laura Dern made this admission regarding Citizen Ruth while out promoting Big Little Lies, which she co-stars in alongside Reese Witherspoon. Of course, Reese Witherspoon is already fully aware of the sort of material that Alexander Payne provides for his leading ladies, as she shot to fame because of her starring role as Tracy Flick in Election. Laura Dern then made the greatest movie suggestion of the week, as she insisted that because both Ruth Stoops and Tracy Flick are so deplorable the actresses should do a crossover film together. She even has an idea for the film's plot, as she believes that it should involve a heist and a road trip. As long as it involves Alexander Payne I'd be all for it. But if it doesn't, it sounds like it could be an awful lot like Hot Pursuit. And no-one wants to relive that monstrosity.

Every once in awhile a movie comes along that falls into the "so crazy it just might work" category. Alexander Payne’s Downsizing is one of those movies. It’s not about a company dealing with a workforce reduction, but rather about people who literally shrink themselves and move into communities where other smaller people now live. The cast recently saw a downsizing of its own as Reese Witherspoon had to leave the project due to a scheduling conflict. However, her role has now been taken up by former Saturday Night Live castmember, and future Ghostbuster, Kristen Wiig.

Downsizing has been a project in development since at least 2008. Reese Witherspoon’s name had been attached to the film even back then, so this was obviously a project that interested her. Likely because Alexander Payne, who wrote Downsizing, was also responsible for her brilliant comedy Election. When the film began to gain some actual traction about a year ago, Witherspoon's interest became official but, as is common in Hollywood, the schedules of competing films don’t always align and so now Witherspoon has bowed out of the production. Deadline reports that Kristen Wiig will be taking over the role and joining the phenomenal cast which includes Matt Damon, Christoph Waltz and Alec Baldwin among others.

The film is scheduled to begin production this spring and will focus on Matt Damon’s character as an Omaha man (fitting, considering another of Alexander Payne’s films was the Oscar-nominated Nebraska) who undergoes the Downsizing procedure. Little more, no pun intended, is known about the film’s story beyond that. The movie has been described as a comedy/drama, which considering Alexander Payne’s previous work as the writer of such films as Sideways and The Descendents is exactly what Payne does best. It’s also  being described as a social satire, so we expect the traditional meaning of the title, Downsizing will likely play a role in the story along with the literal meaning that the film will deal with.

Kristin Wiig’s next film is the highly anticipated Ghostbusters reboot set for this summer. In between that film and this one we may see her in the heist comedy Masterminds alongside Zach Galifianakis, which is currently set for a September release, though with the problems that studio Relativity Media has been having , there’s a question whether we’ll ever see that one at all.

Does Downsizing sound interesting to you, or just plain weird? Let us know your thoughts.

With films like Sideways, The Descendants, and Nebraska, director Alexander Payne has proven himself a master at deftly balancing comedy and drama in his chosen projects. Now, if all goes according to plan, it looks like he has found yet another vehicle to allow him to do what he does best. That's because he is now in talks to helm a romantic comedy inspired by a true story about a woman who won the Texas State Lottery an impressive four times.

The new project is titled Septillion to One, and while Payne is not officially attached just yet, The Wrap says that the film has definitely caught his eye. The script he would be working from is written by Adam R. Perlman and Graham Sack, and described as "a cross between Silver Linings Playbook and Ocean’s 11." The story centers on an ambitious former FBI agent working in the fraud department of the Texas State Lotto. When he discovers that a young woman has managed to win a jackpot three times - and calculates that the odds of this happening is over a billion to one - he begins an investigation. Of course, as this is a romantic comedy, the guy ultimately can't resist his suspects charms.

The real story that inspired the film is that of Joan Ginther, who first gained notoriety back in 2011 after winning four multi-million dollar jackpots and more than $20 million in prizes. More than just lucky, Ginther has a PhD in statistics from Stanford, and it seems was able to find a pattern in scratch-off tickets.

Exciting as the prospect of Alexander Payne directing Septillion to One is, there is one potential issue that may wind up preventing him from being a part of its development. Oddlot Entertainment, which won the rights to the spec script in an auction, wants to fast track the movie due to its thin slate, and right now Payne is in the midst of developing a different project - specifically the strange comedy Downsizing starring Matt Damon and Reese Witherspoon.

I definitely would like to see Alexander Payne take on this project, as I think that his personal sensibilities would mesh extremely well with the story being told. Hopefully Oddlot Entertainment will be willing to wait for him, and while it might mean not seeing the finished result for a few years, it still has the potential to be really fantastic. And if that doesn't work out, maybe the studio can try and wrangle the trio of David O. Russell, Bradley Cooper, and Jennifer Lawrence back together for this one, because I could see them handling the material in an equally great, albeit completely different kind of way. Or maybe Payne can work with Cooper and Lawrence, and create something entirely new.

A quick lesson in the film-making business: the longer your film hangs out in development hell, the more of a chance there is that the cast you started with will no longer be the cast that you have in the end. We were reminded of this fact recently as Martin Scorsese's Silence lost Ken Watanabe in the run up to the end of an almost two decades of development. Yet losing a cast member, or in the case of Alexander Payne's next project Downsizing, a couple of cast members, isn't always a bad thing. Especially considering the new slew of actors that have signed on to the sci-fi film.

The Wrap has announced that a murderer's row of comedic talent has signed on to co-star in Downsizing, alongside leads Matt Damon and Reese Witherspoon. The new line-up consists of the triple threat that is Alec Baldwin, Jason Sudeikis, and Neil Patrick Harris; who are replacing originally attached cast members Sacha Baron Cohen, Paul Giamatti, and Meryl Streep.

Whether the parts that Baldwin, Sudeikis, and Harris are playing are directly related to those originally penciled in for Cohen, Giamatti, and Streep is unknown, though if we were to peg one specific instance of switching it'd probably be that of Paul Giamatti for Matt Damon. After all, the earlier phases of Downsizing just happened to coincide with the release of Sideways, and it wouldn't be a stretch to see Giamatti as a man who decides to shrink himself in order to save money and avoid the pressures of normal life.

While Matt Damon's recently revived career as an international super spy seems to be the more pressing priority in his career at the moment, it's even more impressive that he's landed a role in Alexander Payne's most twisted sounding comedy since Election. Even better, imagining Damon playing off of the likes of Alec Baldwin, Jason Sudeikis, and even Neil Patrick Harris is just too good. Especially if Damon is playing the more milquetoast/zany sort of character he's played in the past, most memorably in his performance in The Informant, as seen in the clip selected below.

After scoring an emotional home run with Nebraska in 2013, Alexander Payne could use a zanier palette cleanser with Downsizing. And when it comes to casts, none could be zanier than the actors Payne has lined up to score big laughs in such a small space. Something about lining up the creative and comedic elements of Matt Damon and Reese Witherspoon alone is fun enough, but with the rest of the cast that's boarded the project? That's enough to buy a ticket to see Downsizing right now and patiently wait for the pay off.

Reese Witherspoon has transformed herself from a rom-com queen into an Oscar front-runner. She was nominated for Best Actress by the Golden Globes for Wild, and she seems like a lock for an Oscar nomination, as well. So what’s next for Witherspoon 2.0? She’ll be re-teaming with the director of one of her most famous early works for a story that’s…well, basically like Ant-Man minus the heroics.

As reported by The Wrap, Reese Witherspoon is joining the cast of Downsizing, which is directed by Alexander Payne. Aside from some Oscar nominations for his recent Nebraska, Witherspoon also knows Payne from their days working on Election together with Matthew Broderick. Downsizing is a peculiar little film (with emphasis on the "little"): in an alternate future not too far off from our present, humanity has developed size-shrinking technology. They can’t also talk to ants or fight crime in miniature size like Ant-Man, but they shrink themselves as a means of conserving resources, specifically money.

Witherspoon will take the female lead opposite Matt Damon, who will portray a man considering making the "downsizing" when he’s down on his luck. The actress has reportedly been interested in the film since its early stages, though Payne’s Sideways star Paul Giamatti was also eyeing a role at one point.

If you think about it, all of Payne’s films since Election have earned at least one Oscar nomination, so this is a good move for Witherspoon. The actress earned a Golden Globe nomination for her performance as the over-achieving high school student Tracy Flick, who feuds with her government teacher (Broderick). She gave her character a spitfire wit the likes of which would’ve annoyed just about anyone, but it was her sometimes unethical drive to succeed that made her so fun to watch.

According to Witherspoon, Flick "probably runs the Tea Party now." And, by the way, it's on Netflix right now, so you can relive all its glory.

Jim Taylor, who’s been Payne’s longtime collaborator and was also nominated alongside him for the Election screenplay, is co-writing the script for Downsizing. So we’ll let the film’s unique premise slide for the time being because so far all the right people seem to be in all the right places. Witherspoon certainly adds more pizzazz, given her critically acclaimed performance in Wild, coupled with her role as the girlfriend of hippie Joaquin Phoenix in Inherent Vice. She’ll next be seen returning to comedic fair alongside Sofia Vergara in Don’t Mess With Texas, and she’s also been cast in Paul Feig’s Wish List. Downsizing seems like the right project to continue further her new direction.

After years of waiting, writer/director Alexander Payne is finally getting ready to make his bizarre social satire film Downsizing, and he has gotten one of the greatest leading men around to go on the filmmaking adventure with him.

Sources have told Deadline that Matt Damon is now attached to the film, which Payne has been working on for more than five years. While not much is known about the story of the film yet - which is based on a script co-written by Payne and Jim Taylor - the feature reportedly follows a down-on-his-luck guy who comes to the realization that his life would be a lot better if he were to shrink himself. At this point it's unclear how extreme the shrinking process will be: is he going to be the height of a small child, or are we talking microscopic? Regardless, this is Alexander Payne's first real step into something a bit more fantastical, and as a big fan of his previous work I am incredibly excited to see what he does with it. This sounds like an idea that Charlie Kaufman would have, and that's almost as high a compliment as I can give any script idea.

While Matt Damon is going to be the lead actor in Downsizing now, Payne originally had a very different actor in mind to play the part. Back in 2009 - before the writer/director wound up making both The Descendants and Nebraska - there was talk saying that the comedy was going to reunite Payne with his Sideways star Paul Giamatti. What's more, it was said that the filmmaker was surrounding his star with an absolutely brilliant supporting cast that included Sacha Baron Cohen, Meryl Streep and Reese Witherspoon - though the deals may have never been final. Still, unless the Downsizing script underwent some massive changes, it's entirely possible that Payne will still try to get an all-star ensemble together, and maybe even try and bring some of those great names back.

Being a part of Downsizing means that Matt Damon won't be able to star in Zhang Yimou's period piece The Great Wall. but the actor still has some big stuff still on the horizon. He signed on to star in The Martian this past spring, and Ridley Scott is attached to make it as his next film. He is part of an all-star cast in the sci-fi piece that includes Jessica Chastain, Kate Mara, Kristen Wiig, Sebastian Stan, Michael Pena, Chiwetel Ejiofor, and Sean Bean, and 20th Century Fox has already dated the film to be released November 25, 2015.

It's somewhat unclear at this point, but here's hoping that Downsizing winds up being Alexander Payne's next film, as that's a movie I want to see as soon as possible

"Have you seen my movie yet?"

Alexander Payne has caught me off guard. We are meeting at the Savannah Film Festival in coastal Georgia, where Payne’s Nebraska has been selected as the fest’s Opening Night Gala film. He agreed to a few minutes of one-on-one conversation, and I jumped at the chance. But interviews don’t normally start with questions directed at me. And in this particular situation, I haven’t yet seen Payne’s latest endeavor, the black-and-white/father-son/road-trip meander starring Bruce Dern and Will Forte.

I take a chance and admit to Payne that I haven’t seen the film, and plan on attending the premiere that night.

"Then why are we talking now?" he asks, with sincere curiosity.

Great question. Thankfully, when you are sitting across from a filmmaker as diverse and accomplished as Payne, it’s easy to dance through other interesting topics – or, at least, topics you hope that he will find interesting.

Payne, however, can be as blunt and no-nonsense as the Midwestern characters who populate his current narrative. When asked about how differently Nebraska might have been had he worked on it years ago – when he first concocted the idea of the story in his head, he waves off the notion.

"I feel like a politician. ‘Sir, I don’t deal in a world of could-have-beens or might-have-beens! I deal with what is,’" he says with a laugh. "I don’t know. Maybe it would have been better?"

That would be difficult. Nebraska continues Payne’s impressive streak of being able to burrow beneath the surface of recognizable characters and explore what makes them tick. The barren, harsh landscapes of Montana and Nebraska are a stark contrast to the lush Hawaiian backdrops of Payne’s last film, the Oscar-winning drama The Descendants. And yet, as he did in that, Payne is able to pull genuine human emotions out of abnormal situations, putting his characters – and, by extension, us – in exaggerated scenarios that honestly seem like they could be waiting for us right around any corner.

Having Dern in the lead role of Woody helps Payne’s cause. The veteran character actor wears decades of baggage on his slumped shoulders and weathered face – often locked into a vacant stare – as Nebraska trudges along. In the story, Woody foolishly believes that he’s won $1 million in a Publisher’s Clearinghouse-type mail scam. He’s adamant about venturing to Nebraska to claim his prize, even if it means he has to walk there. Realizing he won’t be able to talk Woody out of it, the old man’s son (Forte) agrees to a weekend road trip, which reveals more about the two men than any of us could have expected.

The actor also is in Savannah to present Payne with the Outstanding Achievement in Cinema award prior to the Nebraska screening. The director dangled the role of Woody in front of Dern years ago. Then they both had to wait while Payne progressed through About Schmidt, Sideways and The Descendant. So far, it has been worth it. Earlier this year, Dern won an acting prize for Nebraska at the Cannes Film Festival. Oscar pundits have him on a short list for a Best Actor Oscar nomination.

"By the time he’d talked to me, he had seen every 70-year-old man on the planet Earth," Dern tells me as we sat down to talk about the movie.

Payne’s use of black-and-white cinematography strikes me as offbeat. Studio executives are falling over each to greenlight IMAX and 3D projects. Directors like Peter Jackson and Bryan Singer experiment with 48 frames-per-second presentations. Instead of looking forward, Payne looks back to the way movies used to be made. I ask him if those modern tools interest him at all as a storyteller.

"Not really," he says with a shrug. "I just saw Gravity in IMAX 3D, and I liked that. I saw Avatar in IMAX 3D, and I liked that, too… It’s a magnificent vision, and a magnificent stunt. It was just magnificent. It’s not what you do, though, it’s how you do it. You know?"

"I can’t think of any movie I’ve ever done where the [special] effects are what the movie is about," Dern chimed in on the topic. "We did a documentary called A Decade Under the Influence, which is about the movies of the ‘70s. At the end of it, Martin Scorsese says, ‘You know, I’m just blown away by the wizardry, the technology, and the propensity to make money fast.’ Meaning making $100 million on opening weekend, or some crazy number like that.

"But at the end of the day, you miss the people," Dern continued. "I make movies about people. Alexander makes movies about people. Not that nobody else does. They all do! But that’s basically what we are in to. I’m just interested in telling a story, and if you can invent a way for us to tell a story using whatever device enhances the story, I’m all for it. If it doesn’t enhance the story, then why do it?"

"It all depends on the screenplay," Payne continues. "If the screenplay calls for it, I’m interested. But am I attracted to those toys in and of themselves? No. It’s hard enough just to shoot two people sitting next to each other like you and I are."

Hoping to better understand, I ask him if, when it came to Gravity, he was hooked on the characters as opposed to the special effects.

"Oh no!" he exclaims. "What characters?"

Nebraska is in theaters as we speak.

In 2011, writer-director Alexander Payne won critical acclaim and an Academy Award for Best Adapted Screenplay for his Hawaii-set dramedy The Descendants. So expectations were extremely high for his Midwest-set follow-up, Nebraska. But once more, Payne dug into the lives of a dysfunctional but loving family, and came up with a bittersweet narrative that is darkly hilarious, and deeply heartfelt.

The screenplay by Bob Nelson centers on the quest of Woody Grant (Bruce Dern), an old drunk who has again and again proven a disappointment to his wife Kate (June Squibb) and his two grown sons David (Will Forte) and Ross (Bob Odenkirk). But it seems Woody has a chance to make amends when he gets a letter in the mail proclaiming him a millionaire. All he has to do is turn it in at the company's headquarters in Nebraska. Having long ago lost his license, Woody entreats his wife to take him. But she points out it's just a sweepstakes to sell magazines, he has won nothing. Woody persists, wandering off along highways, willing to walk from Billings, Montana, to Nebraska if need be.

Having little tying him to his routine aside from a low-level job and a bored ex-girlfriend, David takes pity on his dad, and decides he will drive him to Nebraska. Along the way, they stop by Woody's hometown, where he reconnects with old friends, family, and foes. But when Woody mentions he's to be a millionaire, things turn ugly as everyone demands a cut, citing some long-forgotten debt. With Woody being too addled to understand, David, who is beginning to see a new side to his dad's life, must step up and stand up for his father.

Shot in crisp black and white, Nebraska seems simple at its start. But it's given incredible depth by its astounding cast. Dern's performance is the one that is getting the loudest acclaim, and understandably so. Woody is--for lack of a better word--senile, but must still be present enough for the audience to connect to him as a character, and Dern handles that balance beautifully, giving us flashes of the Woody who hides behind the mist of almost constant confusion. Forte, who is best known for outrageous comedy as a Saturday Night Live veteran, shows he can handle something more subtle and dramatic. David's tenderness towards Woody feels so sincere it is heartbreaking. Alternately, his interactions with his arrogant older brother and conniving cousins crackle with hilarious electricity.

While these two play gentle souls, Squibb gives the film some welcomed sharpness as the no-nonsense matriarch. After his years spent as a drunk, Kate clearly and loudly resents Woody. But when the family of four reunites in his hometown, there's an unexpected healing that wouldn't land if not for Squibb's delicate turn from nagging wife to Woody's defender. This culminates in an ill-planned heist with the always-funny Odenkirk in tow that makes for the film's funniest sequence.

In the end, Nebraska explores the double-edged sword of family, melancholy and celebratory at various turns. But despite it's touching on regret, resentment, and greed, this thoughtful comedy leaves you feeling lighter by focusing on the good at the heart of its doddering hero. And I suspect it's the kind of comedy that will just grow richer with re-watchings and age, being so beautifully woven with scenes about the innate silliness of everyday life from distracted conversations with family members to the simple and extreme things we do for love.

For the rest of our New York Film Festival coverage, click here.

Kids of the 90s may not know Devin Ratray by name, but they definitely know who he is. In 1990 and 1992 he played Buzz McCallister, older brother to Macaulay Culkin's Kevin McCallister in the blockbuster hits Home Alone and Home Alone 2: Lost in New York. And while that was his most memorable role, Ratray actually hasn't stopped acting since. In addition to taking small roles in movies like Surrogates and the upcoming R.I.P.D., he has also accumulated a good amount of television experience, making appearances on shows like all three versions of Law and Order, Supernatural, and, most recently, The Good Wife. And now Alexander Payne is giving him a shot in the director's next movie.

Payne, who won an Academy Award earlier this year for his work on the script for his film The Descendants, has cast Ratray as the main villain in his next movie, Nebraska. THR, which reported the casting news, says the movie is about a drunk, aging father played by Bruce Dern who decides to go on a road trip with his estranged son (Will Forte) so that he can "claim a million dollar Publisher's Clearing House sweepstakes prize." Detray will be one of the villains in the movie, playing "one half of a set of twins" and the son of Stacy Keach's character (I'm guessing that he's a fraternal twin because the trade doesn't say he'll be playing dual parts). Bob Odenkirk will also be playing a small role in the movie, which was written by Bob Nelson and will reportedly be shot in black and white.

The project is still in pre-production, but is getting set to start production later this month.

You would think that when Alexander Payne, Oscar-winning writer-director of The Descendants, Sideways and Election, comes calling with a role, he’s going to hear, “Yes.” So expect Bruce Dern and Will Forte to be confirmed for key roles in the filmmaker’s low-budget Nebraska soon, if rumors triggered by a Deadline report turn out to be true.

The site says Payne “has fixed on” the two talents for his black-and-white road trip comedy that’s currently set up at Paramount. The odd-couple formula would cast Dern as a struggling alcoholic who believes he has won a sweepstakes lottery, so he hops in the car with his underachiever of a son (Forte) to claim his prize.

The site goes on to explain that Payne has been “cooking” this film for years as he waited to find the ideal actor to play the father. At one point, he wanted Gene Hackman (who would have been amazing), but the acting legend had no desire to come out of retirement for the role. Dern should be a capable stand-in, though his most-recognizable on-screen role as of late has been part of HBO’s Big Love ensemble.

Forte, to me, is the wild card. You’ve seen MacGruber. You know he can be funny. But Payne’s leads often have to dig to find melodramatic pathos in the touchingly humorous insights, and Forte hasn’t really attempted that yet. Instead, he has played a cross-dresser on 30 Rock and Ted Turner on Conan O’Brien’s late-night talk show.

Still, Payne often has a real “eye” for casting, and if he trusts in Forte for the role, expect it to work splendidly. Deadline says nothing has been finalized yet, but Payne and Paramount are negotiating. We’ll see what happens.

Alexander Payne doesn't see any significance in the fact that he frequently casts movie stars-- Matthew Broderick in Election, Jack Nicholson in About Schmidt, now George Clooney in The Descendants-- in roles that contrast with their public personas. The way he explains it, he couldn't care less about commenting on their starpower-- it's all in whether or not they're right for the role. I'm not sure I believe him. But when you talk to Alexander Payne, you've no choice but to be caught up fully in the river of his thought, which can turn unexpectedly from talking about voiceover in Election to the first 40 minutes of Casino, or in him asking you where you grew up in the middle of a conversation about Hawaii.

I didn't grow up in Hawaii, and neither did Payne, which is one of the reasons he said he was "scared to death" that he wouldn't get the place right when shooting The Descendants, an adaptation of Kaui Hart Hemmings's novel about a man (played by Clooney) who learns his wife was having an affair only after she lands in a coma. That's just one of the many things plaguing Matt King, a descendant from some of the first white settlers in Hawaii-- his relatives want him to sell a huge tract of land, his daughters are both angry at him for various reasons, and he's decided to hunt down the man his wife was having an affair with, even as the wife lays unconscious in a hospital bed.

As you might guess from the glowing reviews, Payne pulled everything off in The Descendants marvelously, and a few weeks ago I talked to him about what it took to pull that off, from the long period he and his co-writer Jim Taylor spent working on this and other projects after Sideways, his commitment to shooting real locations for what they are, casting Clooney, and how The Descendants might hopefully prove that there's still room for a national cinema about grown-ups (when discussing the relative lack of these kinds of movies, he makes an exception for The Social Network-- "Thank God.") Take a look at the interview below, and please do yourself and American cinema a favor by seeing The Descendants this weekend.

When you were doing press for Sideways, you seemed like you knew what you were going to do next. But then none of those projects wound up being The Descendants.

Well, life is what happens when you're planning other things.

Was there any thing specific that made this one come to the fore? Timing, money?

It was timing, really. About '06 Jim [Taylor, his longtime co-writer] and I started writing a script that I have yet to direct, and we spent about two and a half years on this script. We did a couple of script doctor jobs in there too for cash, and I produced a movie or two. I directed Paris Je'Taime, that was in late '05. And then Jim and I worked on the script for a couple of years, then I was so eager to direct, because we didn't know that scripts was going to take so long, so I took a pilot [Hung], I spent 6 months doing a TV pilot. Then by July of 09 I started work on The Descendants.

So it feels like a long time to us…

Yeah, for the release it's a seven-year gap. For me it was a four-year gap. I finished work in early 05 on Sideways, promoting it, then I started work on this in 09 .I haven't stopped being busy, but sadly it hasn't been the main reason I got into film, which is to direct features.

The Hawaii locations in The Descendants are beautiful, like Napa Valley in Sideways, but you're looking at it in a way that people don't normally. Do you specifically like digging underneath the surface sheen in a place?

Not specifically. I like representing faithfully the place in which the story is set. I actually had not seen much Hawaii in films, at least not in a real movie with a real story set there-- not a surf movie. My interest also in The Descendants wasn't Hawaii in general, but it was more Honolulu in particular. I like cities, and I had never seen Honolulu in movie. Some of it's pretty, I guess some of the photography in the movie is pretty in terms of what it's presenting. But the opening montage is consciously to say, OK, we're in Hawaii, we're in Honolulu, but pulling the screen back, seeing street life. I took a cue from his line, which I stole from the book, "Paradise can go fuck itself."

You've got the voiceover in the beginning, and then it distinctly goes away. When you were writing the script did you know you had to get rid of it?

The movie has a lot of voiceover in the first reel or two, and a lot of it is exposition that the audience just has to know. It's slightly voiceover heavy for me. I like voiceover in films, and most of my films have been voiceover films. But I knew it was going to be exposition heavy, and the audience was just going to have to sit through it, because they've got to be frontloaded with it to understand the rest of the story. Also it has the function of anchoring us in George Clooney's character, so we understand it's his story.

I don't believe in any rules, but standard screenwriting would say, "Well, if you're going to have voiceover at the beginning of the film, yo uphold have it at the end of the film to bookend things. You can't just have it and then have it go away." But you know, I am 50 years old now. I am going to use whatever cinematic technique I need at whatever point I need it to communicate whatever I need to do as efficiently as possible. And in that case it was having a lot of voiceover at the beginning and then having it taper away.

George Clooney comes with a certain George Clooney-ness to him. And you've played with starpower in other movies, like with Jack Nicholson in About Schmidt or Matthew Broderick in Election. It seems like it can't be a coincidence that you cast these actors and enjoy playing with their starpower. Is it something you think about?

No. When I go to cast I don't think about their stardom, I think about, is this person right for the part? Can he or she do it? Yeah, that's all I think about.

But when something like About Schmidt comes out and it's just Jack Nicholson's face on the poster without the sunglasses, people do see it that way and look at the movie through that lens.

Yeah, and all the reviews say "Jack Nicholson has never been with a woman his own age." "Jack Nicholson doesn't raise his eyebrows." And I say, what about the movie? What did you think about this movie in and of itself, in between the beginning and the end.

Well you're going to hear it again with George Clooney in this film.

Well some people say he's never been better, or he's a believable family man. I'm all happy about that. They're saying, some of these early reviews I've read say they believe him, or they're aware it's George Clooney for 20 minutes then forget and see it as Matt King. Then he and I have done our jobs. And he's a wonderful actor. I've worked with wonderful actors. Nicholson is a star, I don't give a shit-- he's a wonderful actor.

What made George Clooney Matt King for you?

He was the first idea of the novelist, Kaui Hemmings. When I started the adaptation I called her up and asked her a bunch of questions, and said "By the way, do you think of anyone you could see paying Matt King?" She said, "Yeah, George Clooney." I said, "That perfect, let's get him." He was my first and only choice.

Is it hard to get him?

I'm sure for many filmmakers it is, and maybe for me it is too, but I let him know through his agent that i was interested, and I had dinner with him in September of 09, and said I'm going to come at your with a script in two months. I got it to him in November, and we were shooting in March.

The book is about white settlers of Hawaii who had families with the native people of Hawaii. And you're not from Hawaii, you're not native Hawaiian, and I wonder if you felt kind f like the white guy coming to this island to tell their story. Does some of that strained cultural history filter into you?

Totally! I was scared to death through the whole process that I wasn't going to get it right. I spent a lot of time researching history, culture, mores, everything ,asking everybody questions. I want dot shake hands with everyone on the whole island, kin the whole island chain. I heard oh, it's so leisurely with the pace, but I'm really curious to see how it's going to play in Honolulu when I premiere it there this Sunday. I used 100% pre-existing Hawaiian music, and there's a certain leisure to its pacing. That was opening myself to what I was seeing and learning and feeling out there.

You come in to a shoot thinking of the movie you want to put together. When you left did you have a different feeling about it, having spent all that time in Honolulu?

I never start any movie with an a priori notion of how the movie should be. I usually don't have actors in mind, I have to audition. Judy Greer, I didn't know who the hell she was, she came in on an audition. I had seen 13 Going on 30, because my friend Gary Winick had directed it, and I kind of remembered who she was. Matthew Lillard, I didn't know who the hell the guy was-- I hadn't seen Scooby Doo, and I had seen Scream a million years ago and don't remember it. So there's that. I let the gods present me things. And similarly with the locations, I just need to go out and see what's out there. I'm making a fiction film, but with kind of the disposition of the documentarian. I want to see what's in the world and document that and show that.

And you've always done it that way?

It's evolved more. Citien Ruth the one thing I don't like about it-- and maybe it's OK in that case-- it's kind of Anytown ,USA. And then with Election I said, no, this is specifically Omaha. And then with Schmidt even more. Then by Sideways I was really very consciously doing it, and having characters in the foreground and accurate changing landscape in the background. It was reinforced in Paris Je'Taime, because in 6 minutes it shows all over that arrondissement. This one gets even more into it using the interstitial shots commenting on the action, the narrative, the shifts happening in the protagonist.

You were talking around the time of Sideways about the need for an American national cinema.

I still believe in in 100%.

And aside from doing what you do, shooting in locations, how do we get that aside from everyone shooting things where they're supposed to be?

No it doesn't have to be that, it could be in a room or a stage. So long as we're making human stories about a people. That's what I want. I don't want all of American cinema to be big cartoons that are just made to be digested by the entire world. We need American movies about Americans, French movies about French, Iranian-- have you see A Separation? That's a film. It's about that, and knowing that the more specific, the more universal. They're just not making too many adult dramas anymore. Last year was a pretty good year for American cinema. The Kids Are All Right, which cost almost nothing. We had The Social Network, thank God, but that's by a powerhouse director. The King's Speech, it is an English language film, and what a wonderful film, but it's an English film.

So you don't feel despair?

I don't feel despair because I am able to make the films i want to make, and that gives me hope. But I really think if I get to do it, why can't other people. I'm not trying to be Gandhi here, but whatever success The Descendants might have, its greatest success would be if it encourages other filmmakers and financiers to make more human films, and demonstrate that there is a hungry audience for these films, and that audience is not being addressed.

Over the years we've seen George Clooney play many roles. He's been a doctor, an airborne businessman, a soldier, a psychic, a thief, a fugitive, a hitman, a football player and a spy. But while the guy has dabbled in seemingly every profession known to man, one job that rarely shows up on his resume is "father." Enter Alexander Payne's The Descendants.

Apple has posted the trailer for the film - which actually isn't due out until December 16 - which is the Payne's first since 2004's Sideways. Based on the book by Kaui Hart Hemmings, Clooney plays Matt King, a man suddenly left alone after his wife is involved in a boating accident and is stuck in the hospital. Doing his best to take care of his two children, he experiences a huge revelation: the woman he loves has been cheating on him.

Check out the trailer below or in HD over at Apple.