Some of the filming for Alexander Payne’s ‘The Descendants’ took place off terra firma – in swimming pools and the ocean. Legendary underwater photographer Don King came in to help with the scene where Shailene Woodley releases a primal scream while at the depths of the family swimming pool.

Recalls Woodley, “He waited for me underwater with this crazy-looking camera. I would submerge myself and swim towards him and he would swim backwards super quickly, timing it perfectly with me. It was a fantastic scene to shoot.

Note: The following may contain spoilers.

One of director of photography Phedon Papamichael‘s favorite experiences on ‘The Descendants’ was filming the climax of Matt‘s road trip as the Kings arrive at their ancestral land on Kauai and young Scottie makes Matt rethink the idea of selling it to strangers. “We designed the shot so the family drives up the mountain but you‘re not really aware of what‘s coming.

It almost feels like a normal tracking shot but then, as they come to the edge of the land, we boom up and reveal this spectacular view, and suddenly, the characters are overwhelmed by the beauty. That was one of my favorites,” sums up Papamichael.

Payne also reunited with production designer Jane Ann Stewart, who has worked on all of his films since the very beginning of his career. Stewart says that Payne‘s aesthetic instincts jibe with hers. “His sense of humor is very much like mine – absurd, a little macabre and where nothing in the human condition is above comedy,” she says.

She knew her work was cut out for her when Payne approached her for this film. “We both had to learn a lot about Hawaiian culture, and really immerse ourselves in it, so we could get to the history, the sense of place and the texture behind the story,” she explains.

In creating Matt King‘s house, Stewart consulted both with the novel and its author, Kaui Hart Hemmings. “Kaui‘s advice was invaluable,” says Stewart. “For example, she introduced me to the punee [the casual Hawaiian daybeds often used as sprawling sofas] and helped us to reflect the family‘s history in the details.”

When Stewart found a local house that had the right feel, it was missing one key element – the sprawling banyan tree that graced the front yard in the book. So Stewart had one transplanted. “It kind of reflects the idea of family because of the way each branch reaches in and plants itself,” she observes.

As with the cinematography, Stewart‘s challenge was to keep things in Payne‘s favored realm of stark reality, but with a tropical twist. “Alexander always wants the veneer to be authentic, even a little bit banal. But this film was a chance for me to stretch things a bit with the colors and exotic essence of the place. I just had to have a very good reason for putting anything, a piece of furniture or painting, in a room. It had to support the characters and stay true to the place.”

That authenticity to Hawaii deeply moved Hemmings when she visited the set — and she could see her story coming to life, reflecting the funny and fraught ways that families, on or off the islands, really interact and bond. “It was amazing for me to be back in Hanalei Bay, where my own descendants first landed,” she says, “and it meant a lot to see the cast and crew getting to know this special, special place.

It was a chance for me to reconnect with my own family and it brought the community together. Writing a book is such a solitary thing, but with a movie, the beauty is in sharing the experience.”

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Shailene Woodley says she‘s grateful to director Alexander Payne for giving her the trust and support to navigate the bumpy terrain of merging outrageous situations with intensely real feelings in the oscar-nominated ‘The Descendants’. “Alexander is up there with a few of the favorite people I‘ve ever met in my life.

He‘s got such heart and I‘ve learned from him as a director and as a person. When he gets excited, he doesn‘t hold it in. He literally jumps up and down and talks in this funky voice and goes up and hugs people. You can‘t help but feel excited about life when you‘re around him. He possesses a great energy and definitely shows it to other people. As a director, he helped me find things about myself that I never thought I could find.”

Woodley says Payne always pushed for one bottom line; naturalism. “He might say, ‘Oh, Shai, I don‘t think that‘s natural, you would never do that in real life,’” she recalls. “That‘s how he brings out the best in people.” That kind of naturalism turned out to be easier than expected when Woodley began performing alongside George Clooney, who obliterated the intimidation factor right away.

“He turned out to be completely down-to-earth,” she explains. “He‘s kind of a goofball, always doing something silly, which kept the set light. I felt privileged not only to work with him, but to get to know him.”

Even though Matt King is trying to re-establish a connection with his kids, he finds youngest daughter Scottie a complete mystery, almost an alien life form, with whom communication of any kind is an iffy prospect. To find a young actress who could handle the humor and heartache of playing a preadolescent eccentric, Payne saw more than 300 girls from around the country.

He still hadn‘t found the right candidate with shooting about to start. That‘s when he encountered Amara Miller, a promising nine year-old newcomer from Pacific Grove, California.

He received an e-mail with her videotaped audition and recalls that “about a minute into it I just said, ‘oh that‘s her.‘ I don‘t need to see her. I knew that she was the one. I just knew she would show up. And like many things in life, she did, but in the most unpredictable way.” Adds producer Jim Burke: “Amara walked on the set like an old pro. She‘s a natural.

She‘d never been in a movie before but she was amazing.” Although she had no previous acting experience (she was once in an elementary school play but she had no lines), Miller seemed to have an instinctual feel for Scottie‘s quirkiness and uniquely uninformed role in their family adventure.

“Scottie is the one who doesn‘t know what‘s happening in the family,” she describes. “She doesn‘t know her mom is dying or that she had an affair with another man. She thinks that when they go to Kauai to find the guy that they‘re going on vacation. She‘s just running around being herself, doing what she wants, in the middle of all this stuff.”

Without much guidance from her family, Scottie has developed an almost feral quality of independence. “She‘s a trouble-maker,” laughs Miller. “She‘s one of those little girls who doesn‘t really care if she gets in trouble. She‘s still going to do fun, wild things even if she does. She has a sassy attitude.

She goes after what she needs. What Scottie needs might be time and attention, but she‘ll do anything to get it, which led to some of Miller‘s most intriguing scenes.”

“I do get to flip off George Clooney,” she laughs. “He was like ‘what?‘ His facial expression was so funny.”

For Payne, working with Miller — his first time directing a child in a major role — was no different from the adult cast. “The great thing about working with Amara is that I didn‘t have to treat her like a little girl. I could just tell she was an instinctive actress. I could just say, ‘No, do it more like this.‘ Or, ‘Please put a small pause between these two lines.‘ The way to treat people in general, and actors in particular, is to tell them the truth,” he sums up. “I was always able to do that with Amara.”

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