What Makes an Alexander Payne Movie?

On January 23, 2024, The Holdovers was nominated for five Oscars, including Best Picture. Be sure to also read our review.

Almost a quarter century ago, Alexander Payne made a movie about a veteran high-school teacher betraying his long-standing principles because of his experiences with one precocious student. That film, the lacerating comedy Election, was one of the critical hits of 1999 and put the director on the map, garnering him and his writing partner, Jim Taylor, an Oscar nomination in the process. Payne notes that his latest film, The Holdovers, is actually also about a veteran high-school teacher (played by Paul Giammati) who betrays his long-standing principles — though, as the director acknowledges, “this one does it for good and the other did it for evil.�

Set in 1970, The Holdovers has the veneer of a film from the period, which might be one of the reasons why it sometimes feels like a warm, familiar blanket. The other reason, of course, is that it marks the return of Payne’s voice: alternately humanist and caustic, and obsessed with the minutiae of human behavior. (The screenplay was written by David Hemingson, though the initial idea, inspired by an obscure 1935 film by Marcel Pagnol, was Payne’s.) But that sense of comfort is an illusion: There’s a world of hurt roiling beneath the surface of this picture. The filmmaker’s characters are often creatures of routine who find their worlds opened up — in ways both good and bad — through extended experiences with someone else. The director’s observant gaze has perhaps softened over the years, but he hasn’t lost his outrage or bitter sense of humor; among other things, The Holdovers is one of the all-time-great cinematic catalogues of insults. (And as it turns out, 2023’s addition to the great holiday-movie canon.) When I meet him at a hotel in Manhattan for an extended chat, Payne is thoughtful and reflective about his career — though he really perks up when our conversation drifts toward older movies.

It’s been a while since you released a new film. But then again, it also seems like every time you release a new film, people say, “It’s been a while since Alexander Payne released a new film.�
I know. I hate that. I’m getting old. A filmmaker’s brain is always working, like, Could that be a movie? I want to remember some of this dialogue for a future screenplay. Almost every book, a little voice is always saying, Could this be a movie? And I personally have never been really good at multitasking. Really, a big part of me wishes I had been a Warner Bros. director in the ’30s, ‘40s, ’50s and had the machinery behind me.

Like Mervyn LeRoy, just cranking them out.
Michael Curtiz and Raoul Walsh and Lloyd Bacon. Those guys, just constant craft. That’s a long-winded way of saying I wish I were doing it all the time. But another part of me wants to speak only when it has something to say.

Have you had projects where you went in and, six months later, you were just like, “This is not turning out to be as interesting as I thought it was�?
I wouldn’t say “as interesting,� but four and a half years ago, early 2019, I flirted with that script The Menu, that came out with Anya Taylor-Joy. I worked with the writers for a while, and I thought I could really do something with that. And finally, I bailed. During the process of working with the writers and getting under the hood myself, I couldn’t bring myself fully into that. There was something in it that I couldn’t find within myself.

As I understand, you were also on The Burial, which actually just came out. 
My friends at Amazon offered me that, and Jim Taylor and I did the draft. Again, there was only so far we could get with it. We weren’t happy. We hadn’t quite cracked Act Three of the screenplay. Amazon thought, Well, maybe we should give somebody else a try. So we parted friends.

You’re from a generation of filmmakers who emerged at a time that many would argue represented a great creative flourishing in American cinema — people like Paul Thomas Anderson, Wes Anderson, James Gray, Sofia Coppola, all emerging around the same time.
And Kimberly Peirce and Tamara Jenkins. Lisa Cholodenko.

But you’ve also witnessed the transformation of the industry, so that it seems harder than ever to do non-franchise work. You’ve managed to keep making the kinds of movies you want to make, but has that gotten harder for you?
In terms of getting financing, it’s always been hard. It’s a bit less hard when I have George Clooney in a lead. It’s harder when I have no major star in a lead and it’s in black-and-white. But I keep my budgets low. Sideways, yeah, okay, I was riding the wave there. Those first three films had some momentum. It’s like, “Oh, this is a sexy script.� But it became hard because I didn’t want any big movie stars in it. Then you take less money with which to make the film.

By the way, interestingly, because directors are always asked, “What about TV? Aren’t you going to get into streaming and do a series?� I’ve got to tell you, recently, some producers sent me a very good book, and it could be a really fun, satiric, eight-part series. So we found a writer, I worked with the writer, he wrote the first two episodes and a very good bible for the rest of them. My agency primed the pump of the big buyers: Netflix and Hulu and Amazon and Apple and a couple of others. So, finally, we’re ready. They sent it out, and out of those five who had all given me the big “Hello, oh yes, we love you, we’d love to work with you,� only one of them bit. We had a pitch meeting with them, and then the strike happened. I said to the producers and my agents, “So, let me get this straight. After all this work and the money, if this buyer doesn’t buy it, the project’s basically dead?� And they said, “Yes, at least for a while.� I said, “I’m sticking with features, man.� This TV thing, I don’t know, it’s not my world. If I were hired to do something great and literate and interesting, I’d be happy as a clam, but my brain still defaults to feature films.

Do you have to go into pitch meetings? 
I write. I write and then send the script.

When you get on set, do you treat the script as ironclad, or is there a lot of revision that happens as you’re working on it?
“Please hit your marks and recite the dialogue exactly as written.�

Really?
Yeah. I have nothing against the idea of doing something improvisatory, but I’ve just never worked that way. The one exception was working with Thomas Haden Church on Sideways because he just has these comic ejaculations that are hilarious. And some of those things would just come tumbling out of his mouth — ideally, before we shot, then I could incorporate them into the script. But he’s the only exception. For example, in Sideways, there’s a line, they’re having breakfast, and Paul Giamatti says, “Oh, don’t look at that woman. She’s too young for you and we’re too old for that.� And he says, “Speak for yourself. I’ve got chicks looking at me all the time. Dudes too.� He added, “Dudes too.�

It’s a great line. And it also gives insight into his character. It’s not just a throwaway bit. 
That’s what I’m saying. It was perfect.

So I’ve never seen the Marcel Pagnol film that The Holdovers was inspired by.
It’s rarely seen.

Tell me about how you came to it.
They showed Merlusse, this 1935 Pagnol film, at Telluride. At Telluride I know I’m going to see the new movies later, so I like to see old movies projected when I can. I was then and remain a little bit underseen in Pagnol. I walked out thinking, That’s a good idea for a movie. Curmudgeonly teacher with a wonky eye has to take care of students at a prep school over Christmas break and has a special relationship with one of them. That’s it. Simplicity is hard. Simplicity is very complicated. Then I sat on that idea for years and didn’t do a damn thing with it. Thought I’d have to get around to researching it one day. Then I read David Hemingson’s TV pilot, which took place at a boarding school.

Was Giamatti your first choice?
Yes. Who else could play that part? I can think in film history, but not now.

Who could do it in film history?
Edward G. Robinson. I mean, they would be different. But Edward G. Robinson and Charles Laughton. Each would be a different interpretation, but you’d still have a movie with those guys. Maybe Albert Finney could have done a version of it.

It’s funny because Giamatti, to me, has a unique energy that no actor I’ve ever seen has. 
Say more. What do you mean?

It’s like if you remove him from the world, that hole doesn’t get filled.
Right. No comps! It’s funny you mention that, because I say when a great star dies, at least one I like, the world has shifted because that space has collapsed. I felt it with Marcello Mastroianni. I felt it when Paul Newman died. I felt it a little bit when dear Monica Vitti died a couple of years ago. In that space she occupied, she was so brilliant and shined so brightly and will forever … I mean, Monica Vitti, wow.

When he is just right in a part, you can’t imagine anyone else doing it. It’s even hard to imagine it being written down on a page, because he’s there.
Too bad he hasn’t yet seen this movie with an audience, because of the strike. On the eve of the L.A. premiere, he texted me. He said, “I wish I were there. I feel like Achilles brooding in my tent.�

Sounds like something his character would say. Speaking of which, I loved how his insults over the course of the film start off as very literate and erudite. But then it all leads to the perfect final one, which is not erudite at all.
Oh, “penis cancer.�

“Penis cancer in human form.� Which is something crude and funny a kid would say. That was a great way of showing the character changing and maybe even growing.
That’s Hemingson. But I’ll tell you this much: After that scene, when he walks outside, looks at Angus, and looks at Mary, and looks at Angus again. And then he says to Angus, “It’s this one. This is the eye.� That’s Jim Taylor. Jim read the script and he said, “Oh, it’s pretty good. Pretty good. Right here, he should say, ‘This is the eye you should look at.’� And handed it back to me.

I heard that, originally, the script for The Holdovers was set in the 1980s, but you changed the date?
No. David Hemingson’s pilot, called Stonehaven, was set in 1980. I’d even forgotten about that. When we thought, “Well, when is this story going to take place?� we settled on 1970. I think David thought the political winds blowing through 1970 would just give him some material to work with. As unspoken as it largely remains in the film, the Vietnam War is still affecting these three characters.

It underlines the fragility of these characters. Both the fact that Curtis, Mary’s son, has died in Vietnam, and the idea that if Angus is kicked out, he’ll wind up in military school and could wind up in Vietnam.  
Here’s the deal. It’s a love story. Within the society, here are three very different people flung together. They find ways to love each other, despite the individual cells that society has placed them in. But then add one more thing, which is how this large, ongoing thing — in this case, a war — is affecting them. The woman’s lost her son. The boy is saying, “I may be kicked out of school, and then go to military academy, and then you know where.� It’s possible it’s because of the war that the teacher falls on his own sword. So you’ve got the individuals coming together within the larger context of what’s going on behind them.

How far did you go with the stylistic and technical callouts to the 1970s?
Well, the movie’s in mono. We used period mics, almost no lavaliers. Movies today sound more like radio shows than movies to me. Obviously, period lenses. But a lot of movies, even contemporary movies, use period lenses, because it softens the hard edges of digital. The credit sequence is probably period influenced because it’s the first time I’ve had all those credits: the key grip and the sound mixer and all that. Kevin Tent, the editor, and I have been fielding some questions about, “Well, what about all those dissolves?� But we’ve always had dissolves in our movies. They just maybe are standing out more here.

And then allowing a movie to take its time to get started. People still hold up The Exorcist and The French Connection as such landmark films. Every time you watch them, you’re astonished to see that it’s about an hour before anything exciting happens. You couldn’t get away with that nowadays. I was giving myself and my collaborators the thought experiment that we’re not making a period movie, we’re making a contemporary movie, pretending we’re alive then.

I’ve always felt like your films had that slightly … maybe “old-fashioned� isn’t the right term.
No, I plead guilty to being an old-fashioned dude. I’m still trying to master classical style. I admire very much the films of Anthony Mann, because I feel he had a strong interest in place and landscape and liked everything in focus, used wide lenses and not long lenses, and could show the location, the atmosphere, the environment in which the action is taking place, while also keeping focus on what’s going on intimately between the lead characters. Even The Glenn Miller Story — which, by the way, is a wonderful film — you see old L.A. there. He has a wonderful sense of location.

I remember, with some of your earlier films, I would have arguments with critic friends, because some would say that you were being condescending toward those characters.
Tell them they’re full of shit!

I had so many arguments over how long you held that shot of the Tony Roma’s sign at the wedding-rehearsal dinner in About Schmidt. They said, “Oh, he’s mocking them for having the dinner at Tony Roma’s.�
Well, guilty. But it’s also accurate.

That stuff felt to me like it came from a place of love.
And comedy. Love and comedy and accurate depiction. I don’t know what to say. We just thought it was accurate and funny.

This was actually the prelude to my real question, which is: Do you think that your approach to these characters has changed over the years?
I don’t know. Part of me thinks each story has its own requirements. Some screenplays are more satiric than others. Another part of me wants to say, well, I hope, with age, I’m able to look at the human experience a little more deeply. I watched About Schmidt projected in August for the first time in years. It’s pretty good but slightly tonally uneven. I thought it satirizes a midwestern type a little bit too much. I found it in the scripting of the guy who replaces Warren Schmidt. The casting is very good. But his dialogue was a little too full of midwestern idiom.

So it sounds like your attitude has changed a little. 
It’s honestly something more for a viewer to say than for me. I don’t want to guide anyone’s viewing or say I’m trying to do this or that, honestly. I also don’t want to limit myself by myself, like, “Oh, this is what I’m doing.� It’s got to be instinctive. “Oh, I’m going to make a canvas. I’m going to make a painting today. Let me put it on a canvas.� And then what comes out? Later, I could say, “Oh, I was interested in that then.�

Is it a challenge at all when you’ve built up a body of work and there is this conception of “an Alexander Payne film� now? People are saying that with this one, especially since Downsizing felt a bit like a departure. But now it’s, “Oh, yeah, it’s a real Alexander Payne film.�
Which means what?

I don’t know.
Thank you.

I guess I can tell, to a certain extent, that The Holdovers is made by the same sensibility that made Sideways and The Descendants. But does the fact that you have a body of work that people think of a certain way affect how you work at all? 
It makes me worry about repeating myself. I think the key is to switch genres. Still bring who you are because that never changes. Hemingson and I are now conceiving a western. I’ve long thought my true trajectory is toward a western or westerns.

So many westerns are effectively road movies, which is sort of your subgenre.  
Can I recommend one? A film I’ve been championing for about ten years now and telling everyone I know to see it is Westward the Women, 1951. William Wellman film. Road picture. It’s about the transporting of 150 women from Chicago to California to become wives. And they’re warned that about half of them are going to die along the way, and that’s what happens. It’s an unbelievably good movie.

I haven’t seen it. What’s your earliest movie memory?
Oh, maybe King Kong on TV. The first movie I ever asked to see — because I saw the trailer on TV — was an Alexander Mackendrick movie called A Boy Ten Feet Tall, with Edward G. Robinson. I took it literally. I thought, “I want to see a boy who is ten feet tall.�

As a kid, I saw The Sound of Music probably six times in a month. Then I discovered Chaplin and Modern Times. I’d never laughed as hard in my life as the forced eating scene in Modern Times. The three films that, in hindsight, most made me want to be a filmmaker were Modern Times, Viridiana, and Seven Samurai. I’d already seen some Kurosawa, but when I was a junior in college, the restored Seven Samurai played at the Castro in San Francisco. I just couldn’t believe that you could re-create the past that vividly. That’s probably the movie I’ve seen more times than anything else — 50, 60, 70 times. Viridiana I saw as a university student in Spain just at the time when movies banned under Franco were finally trickling out. I didn’t know a movie could be that ferocious.

That’s where I also saw La Dolce Vita for the first time, in Spain, on its first release in 1981. And then, of course, City Lights, which has that sublime ending. Later, 8 ½, just the brilliance. For me, that’s the Italian Citizen Kane. And then more recently, I keep returning to Michael Curtiz’s The Breaking Point, 1950. Westward the Women, 1951. I was interviewed for a Frank Capra documentary last year, so I revisited a bunch of Capra. Couldn’t get over It Happened One Night yet again. And Mr. Smith Goes to Washington. We know It’s a Wonderful Life is a towering masterpiece.

Meet John Doe is the one that I keep gravitating to. Every time I see it, I’m like, “Hey, wait, this is really good.�
That’s the thing about Capra! Every time you see a movie of his, it’s the first time all over again.

Something like Mr. Smith has become such a cliché. But then you see it again and you remember there’s a five-minute montage where he just punches everybody in D.C. out.
And it makes you cry. When she sends him that rule book and she writes in it, “Do this. Do that. P.S. I love you.� And he looks up and she goes …

I wanted to actually jump back to The Holdovers.
Which one is that again?

The one with Giamatti.
Yeah, whatever.

You found Dominic Sessa because he was actually in the drama club at one of the high schools you shot at. When you have an actor who’s never done this before …
I’m astounded to see someone with that much innate … not just acting talent but film acting talent. He’d already done a bunch of stuff on stage in high school, but that he understood what film acting was — that was really something to watch. The only thing I had to instill in him, and I had help from the casting director and from Paul Giamatti, was getting away from any idea of performing. He even screwed up his first couple of auditions that way because he’d never auditioned for anything before. He thought it was like doing a dramatic interpretation: “I should prepare a performance and rehearse it over and over again.� And the worst thing you can have as a director is an actor who does it the same way over and over again. You’ve got to roll with the vibes that day, and each take is different. So once we broke that pony of those bad habits, then he was fine.

I can’t actually imagine seeing him on the street here in 2023. He feels like somebody who popped out of 1970.
You could imagine him in acting class with Al Pacino and Dustin Hoffman and John Cazale, like they were all in acting class together. John Savage.

He even moves like somebody from 1970.
Gangly and weird.

That physicality, that attention to the way the characters move, is present in all your films. Famously, for example, with Clooney’s goofy run in The Descendants. Is that something you work on?
Yeah, 100 percent. Well, again, watching old movies, watching Chaplin, watching Fred Astaire. I like to shoot in full frame and get a sense of their bodies. Kurosawa put an emphasis on gesture. Most famously, the head samurai, Takashi Shimura — rubbing his head has, like, 15 different meanings over the course of Seven Samurai. So, yeah, you want physical things. And I like directing comedy. I wish I had been a comedy director in the ’20s, working for Hal Roach or Mack Sennett.

Do you feel like you’ve become the director you wanted to be when you were in film school?
I have no idea. I got to film school not knowing if I’d be a director. Quite frankly, I just wanted to go to film school. If I’m a director, great. An editor, great. If I’m in screenwriting, great. That’s the beautiful thing about film — if you love film, there’s a place for you somewhere in the film world. It’s a big and generous umbrella.

How did you recognize that you had talent?
After my thesis film. Well, not my thesis film, my project-one film in Super 8, which was an 18-minute version of the opera Carmen. Part of it might be on YouTube. At that time, ’83, ’84, ’85, there had been, in rapid succession, three versions of Carmen in the theaters. Francesco Rosi’s, and Carlos Saura’s, which was the flamenco Carmen, and Jean-Luc Godard’s Prenom Carmen. So I thought, “To hell with it, I’m going to make the definitive Carmen!� I did. I made an 18-minute silent film with wall-to-wall sound and wall-to-wall music from the opera. I got some good comments on it, including from my professor of film music, David Raksin, who did the music for Modern Times. He co-wrote it with Chaplin and then wrote Laura and a bunch of films for Fox. I remember he saw the film at the end of the quarter screening and he picked up the microphone, “I just want to say, the use of music in that movie was excellent.� And then I had a hit thesis film.

The Passion of Martin. And that got you through the door?
Big-time. Like in the Christopher Guest movie The Big Picture, where Kevin Bacon plays a guy who makes a great student film and then goes through the Hollywood gauntlet. That was my experience. I came out of film school thinking I’d be directing a feature film within a year, and it took five years. And throw in your parents telling you on the phone every week, “How much longer are you going to give it?� I mean, there I was in my early 30s, still living like a student. My father’s saying, “I didn’t send you to Stanford to be a waiter.� My mother’s saying, “Just get a real job. What’s your backup plan?� I didn’t have one. I remained living like a graduate student until I was about 39, never paid more than $750 a month rent. I didn’t make any money on Citizen Ruth. I was 39 when Jim and I got the Oscar nomination for Election. Then I thought: Okay, maybe I can keep going. So it really wasn’t until I was about 40 that I felt at all assured that I’d have a career, a sustained career.

I do want to ask about Downsizing. What do you think happened there? I didn’t catch it in theaters. I saw it later, after all the negative reviews, and I was like, “This is pretty good. What’s going on?�
That’s the way to see a movie, by the way. I never saw One From the Heart until ten years later. I thought it was wonderful. I saw Downsizing again in Greece in June. I hadn’t seen it since 2017. On the island of Euboea, which had been ravaged three or four years ago by wildfires — as it was, again, this year, by the way. The Thessaloniki Festival has a satellite festival there with an environmental theme, and they asked if I could come and show Downsizing. I was curious to see it projected after all those years.

I was wondering what was wrong with it. Jim and I had such faith in the idea. It was a fun experience to make it. It was fun to learn new skills, build a world, build huge sets on a soundstage in Toronto. I loved casting Hong Chau and seeing her give that performance. But in hindsight, it’s probably an idea that would’ve been better served in a limited series. Its hairpin, at times tenuous plot shifts and plot transitions would’ve been more forgiven and could be more fleshed out in a limited series. Rather than saying, “Wait, this just changed tone,� in a series you would say, “Oh, wow. Look at this episode. I never could have seen that coming.� I don’t know. That’s my thought. It has the packaging of a big-concept, high-concept satire. But, in fact, the filmmaker is more interested in the humanity of the characters. So it’s like, “When’s the big satiric stuff going to … Wait, why are we watching an old Mexican woman die?�

But it’s somehow still an Alexander Payne movie.
For better or worse.