As Matt King, the protagonist of Oscar-winner ‘The Descendants’, tries to find his footing as a father to Alexandra and Scottie, he is surrounded by friends, foes and relations who keep throwing him off course. The cast of characters that complete the ensemble that the three Kings run into on their journey towards reconciliation are an accomplished ensemble of actors hand-picked by director Alexander Payne.

Note: There following may contain spoilers.

“The casting in this film provided a new and interesting challenge for John Jackson and me — to piece together not just a believable nuclear family but also an extended family and a community of friends as well — all of whom inhabit a fairly narrow enclave of class and race,” says Payne.

For the catalytic role of Brian Speer, the mysterious real estate agent Matt King is chasing throughout much of the film, Payne cast Matthew Lillard, the tall, versatile actor best known for his comic performances and as Shaggy in the Scooby-Doo movies. When Lillard read for the role, he was convinced it was the longest of long shots.

“I walked in, and there were like five great looking guys waiting to read, all of them with that California movie star thing, strong chins and pecs and biceps,” he recalls. “I thought to myself, ‘There’s just no way.‘ I already know that the chances of me playing George Clooney’s wife’s lover are pretty slim.”

Lillard gave it his all and was satisfied just to have elicited praise from Payne. But four months later he was stunned when he received a call from Payne saying “I‘d love to have you be a part of this movie.” Payne recalls that Lillard‘s speedy approach clinched it. “I like it when actors act fast. Later I told him that he should do more of his audition with his kids in the car,” remarks the director.

For Lillard, it was a once-in-a-lifetime opportunity. “Your whole life as an actor you look for the chance to be part of an experience that is this special,” he says. “I don‘t think I would ever have been the standard casting choice. I think I‘m outside the box, but that‘s what makes Alexander such a great director. He has the ability to make choices that set his body of work apart.”

As for Brian, who unwittingly becomes Matt King‘s greatest nemesis but also perhaps his liberator, Lillard says, “He‘s a real go-getter. He‘s a family man who truly loves his wife and kids as well, but he has a fatal flaw. He saw a financial opportunity with Matt‘s wife, only he got himself in too deep, too fast and suddenly, he‘s in the middle of an incredible situation.

What‘s fun about it is that George Clooney goes on this whole transformative journey of hunting my character. But then, Brian becomes a kind of oracle who sends him back to his family to find a way through.”

Another actress known primarily for her comedic abilities, Judy Greer, recently seen in the TV series ‘Mad Love’, was cast as Brian Speer‘s wronged wife, the seemingly soft-spoken Julie, who first runs into Matt King on a blissful Kauai beach. Greer was taken by the way her character defies expectations and is much more than comic fodder.

“She‘s a very modern mother figure,” Greer observes. “She‘s earthy and sensitive and committed to keeping her family together no matter what. I like that Alexander put a very calm and grounded human being into this situation.”

When the situation nevertheless explodes into chaos, it is Julie, not Brian, who finds herself at the center of a turbulent scene showing up at the hospital to make amends with Matt‘s comatose wife, only to find herself going off on a bedside rant. Greer could empathize with Julie‘s reasoning even if her behavior turns shocking. “I think Julie goes to see Elizabeth because she is confused and concerned,” says Greer. “Maybe she just wants to see the other woman.

When you find out your husband‘s been cheating, you‘re taken over by feelings of jealousy and inadequacy and anger and sadness and maybe she just wants to get a look at the woman who ruined everything she thought she had. She also has an incredible amount of compassion for Matt‘s situation. The beauty of the scene and the way that it is written is that it is all of these things at once. She becomes taken over by what she‘s really feeling.”

Image Courtesy of   Joe Seer / Shutterstock.com

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As the King family struggles to make sense of their mother’s accident and exposed infidelity in the Oscar-winning film ‘The Descendants’, confusion also reigns in the emotions of Matt‘s father-in-law Scott Thorson, portrayed by veteran screen and television star Robert Forster (‘Jackie Brown’, ‘Mulholland Drive’).

A retired military man with a crusty drill sergeant‘s temperament, Scott is already dealing with his wife‘s Alzheimer‘s when he learns that his daughter‘s life is on the line. He channels all his frustration directly into blaming Matt. “Scott regards his son-in-law as a grave disappointment,” explains Forster. “He thinks his daughter was too much for him, she had too much spirit for this guy. Matt‘s got a lot of money but not a lot of drive, so he never rose to Scott‘s expectations of what a serious man should be. Scott‘s commanded men all his life, and Matt doesn‘t pass muster for him.”

On Matt‘s side of the family, things are proceeding no more smoothly, especially when he starts to balk at an agreed-upon deal to sell the family‘s high-worth land to a local developer of golf resorts. This brings him into conflict with his laid-back cousin Hugh, played by two-time Golden Globe winner Beau Bridges. Bridges was drawn to the script for a lot of reasons. “Two of the reasons I wanted to be involved are Alexander Payne and George Clooney,” he remarks. “These are two guys at the top of their game. I thought that would be pretty interesting.”

He was also pulled in by his own passionate connections to Hawaii, a place that is almost a second home to him; he has visited regularly since childhood and attended college at the University of Hawaii. “You can watch life unfold there,” he says of the islands. “Hawaii seems to have retained some of the simplicity of life that is missing elsewhere.” Hugh‘s character reflects back to Matt a way of life he is suddenly questioning. “Hugh is

interesting,” Bridges muses. “Like Matt, he‘s a mixed descendant of missionaries and Hawaiians, but he wants to sell the land they‘ve inherited. He justifies his position by saying that the land is going to be sold to a local businessman and not to someone who‘s going to build a Wal-Mart . . . but he still wants the money.”

Bridges also thinks Hugh believes he‘s looking out for Matt in a time when his cousin might not be thinking straight – even if Matt feels like he‘s finally seeing things clearly for the first time. “I think Hugh, in his heart, truly wants the best for Matt,” Bridges concludes, “but he also does not want him to be a fool, and in his mind, not selling this valuable land is just crazy!”

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In the newly Oscar-winning film ‘The Descendants’, Alexandra‘s overbearingly boyish and goofy best friend Sid, played with abandon by rising teen star Nick Krause, is an interloper into the King family who winds up making his own iconoclastic mark on their road adventure. “Sid kind of serves as Alexandra‘s comic relief,” Krause says, so they hang out together, especially in troubled times.

Sid is so laid back that he‘s completely forgotten any social standards. He never knows what to say or how to put anything tactfully. Even though he always means well, he just doesn‘t know how to express it.

That dismaying lack of tact often leads Sid into trouble — as it does when Alexandra‘s grandfather hauls off and socks him for giggling at his wife. The scene became one of author Kaui Hart Hemmings‘ favorites on screen. “I like it because it’s absurd but it also feels so real,” she says. “It‘s almost all dialogue. I really like the moments in a film where not a lot happens, and yet a lot happens.”

“I mean, how often do old people just haul off and cold-cock you in the face?”

– Sid

Yet, no matter how much Sid provokes the people around him, he also becomes an unlikely uniting force. “I think Sid really grows to be a part of the family while they deal with all these crazy situations that are just stacked one on top of another,” Krause says. “His journey is about becoming part of a new family. He starts out as this kind of stoner guy meeting a friend‘s dad but by the end of the story, he and Matt have a deeper understanding of each other.”

Note: There may be spoilers in the following.

Producer Jim Burke sees Sid as an essential link in the story. “He winds up allowing Matt to connect to his daughters in a way that he never could have if Sid was not there,” says the producer. “Towards the end, he realizes Sid might be the only guy he has to talk to.”

Sid becomes his confessor, although a very unusual one. Like Sid, Matt‘s long-time friends Mark and Kai have a galvanizing effect on the King family — as the only ones who have the real scoop about with whom his wife was cheating. Taking the roles are two actors who both emerged from the comedy world, Rob Huebel and Mary Birdsong. Huebel was excited to be part of one of the film‘s most dramatic scenes, as Matt bursts into their house out of the blue, demanding immediate details on his wife‘s affair, even as she lies in a vegetative state.

Huebel and Birdsong had to walk a tightrope balanced between angst and absurdity. “It‘s a tricky scene because it‘s serious but it has to be funny, too,” notes Huebel. “Mark and Kai are horrified because they knew this was going on and we‘re supposed to be Matt‘s best friends. We try back-pedaling, we try getting out of telling him, we try defending Matt‘s wife, but it only makes Matt angrier. In the end, Mark wants to retain his friendship with Matt, so he tells him the identity of the man his wife was sleeping with. I think that‘s what most guys would do.”

The nervy, multi-layered scene worked, Huebel says, mainly because of Payne‘s ability to set his cast completely at ease. “He‘s just the most precise director I‘ve ever worked with,” he observes. “He had already imagined every nuance and every gesture by the time we were doing the scene and you really feel like ‘oh we‘re going to be fine, because he‘s driving the boat’.”

Birdsong sees Kai as being in a particularly precarious position when Matt finds out about the affair because her loyalties are split. “Matt‘s wife Elizabeth was her closest friend,” she explains. “Now she‘s torn between her devotion to Elizabeth and telling the truth. To her, Elizabeth was this amazing free spirit and now she wants to protect her.”

Like Huebel, Birdsong gives credit to Payne for taking a chance on casting actors from diverse backgrounds. “He has a very original and individual brain,” she describes. “And I think the casting of the film is a testament to his sensibility. He saw something in each of us that would help the story.”

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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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When Kaui Hart Hemmings was first creating the character of Matt King — shell-shocked husband, inexpert father and reluctant Hawaiian land baron — she dared to dream of who might play him on the screen. The person that came to her back then was George Clooney, the Academy Award winning actor and filmmaker renowned for performances that are often as darkly funny as they are palpably human.

Clooney has established himself as one of today‘s leading men, but the chance to play a husband and father in ‘The Descendants’ is a notable departure from his usual roles. He was the smooth-talking convict in the Coen Brothers‘ screwball musical comedy ‘O Brother, Where Art Thou?’, the heist pro in the blockbuster Ocean’s Eleven series, the CIA agent in an Oscar winning performance in Stephen Gaghan‘s ‘Syriana’.

He was also nominated for an Academy Award for his performances as the law firm fixer in Tony Gilroy‘s thriller ‘Michael Clayton’ and the workaholic, airline miles collector in Jason Reitman‘s ‘Up In The Air’.

Clooney has also made his mark as a writer/director, garnering Academy Award nominations for Best Director and Best Screenplay for ‘Good Night, And Good Luck’, and directing and co-writing this fall‘s ‘The Ides of March’. Co-producer George Parra notes that the pairing of Payne and Clooney for the first time on this project was an intriguing match. “They‘re both incredibly talented and, after this movie, I think they will forever be friends.

They got along from day one. Alexander is the ultimate professional, very serious and polite and can be fun at times. But he‘s very serious when he‘s at work. George, on the other hand, is the ultimate prankster. He loves to laugh a lot and he‘s hysterical, so between their two personalities, the set had terrific energy.”

They were both open to great creativity and just letting the film happen. Once Clooney was cast in the central role, the challenge was to build the rest of the King family around him. Payne soon began an exhaustive series of auditions to find that tricky family chemistry made up of equal parts love, fury and miscomprehension, working closely with casting director John Jackson, who has collaborated with him since his first film, ‘Citizen Ruth’.

The director considers the auditions a significant part of the creative process. “We auditioned a ton of people for every part, even one line parts. I think auditions are good. I like to have actors come in and read the words,” Payne says. It was especially key to find two young actresses who were capable of holding their own against Clooney in the roles of his two willful and defiant daughters Alexandra and Scottie, who resent Matt for never having been an involved parent until now.

“I’m the back-up parent. The understudy.”– Matt King

For Alexandra, a feisty free spirit who worries that she takes after the mother she is angry with, Payne ultimately chose Shailene Woodley, best known for the television series The Secret Life of the American Teenager. Woodley, in her first major film role, struck Payne right away as ready to take on the emotional rigors of a role that would take her from a boarding school bad girl to a young woman trying to stitch her family back together.

“Like the rest of the cast, she gave the best audition,” recalls Payne. “It was as simple as that.” Woodley was thrilled because, by the time she auditioned, she was already in love with the story. “It‘s a heart-wrenching journey about growth,” she comments. “I love how everybody in the story grows in their ability to love, grows in maturity, in figuring out their individuality and who they are as a family.”

As for Alexandra, Woodley enjoyed the idea of taking her from a wild rebel with a chip on her shoulder to a young woman ready to battle for her loved ones. “She starts out as a teenager who feels like a victim — to her, the reason why her life is horrible is because her dad did this and her mom did that,” she observes.

“But during the course of the movie, she starts to realize that she‘s responsible for her own happiness and it isn‘t up to her parents. It‘s fun to watch her grow up in the moment.  She‘s always been a bit manipulative but now she‘s doing it to help her dad fight his demons.”

Alexandra‘s relationship with Matt is one that Woodley believes a lot of kids will relate to from their own experiences. “I think she loves her dad but she kind of looks at him as the childish one in their relationship and she‘s always felt like she needed to take on a parenting role with him,” Woodley describes. “It‘s only later that she learns to give him his own power as a father.”

Another big challenge for Woodley was finding all the multi-colored shadings of Alexandra‘s barrage of mixed feelings around her mother that are at once incredulous, angry, worried, sad and freaked out. Woodley had to literally dive deep, as this storm of emotions begins in a pivotal scene when her father tells her that her mother is not going to recover while she‘s taking a dip in the family pool. “She‘s in the pool, treading water and she has no idea how to react to this news,” explains Woodley.

“She feels trapped, so she submerges herself into the water, the one place where she can scream at the top of her lungs and not feel vulnerable. It was such an emotional release to go down there and scream and cry hysterically. It was heartbreaking for me to do, but also empowering.” Later, when Alexandra sees her once wildly vibrant mother unresponsive in a hospital bed, her raw emotions come to the surface.

“In that scene, I think part of Alexandra hates her mom and part of her just wants to be held and cry in her mother‘s arms for hours. It is very emotional,” says Woodley. “I think the little girl in Alexandra just yearns for the mother she always wanted but never had, but the young woman in Alexandra is starting to accept that it will never happen.”

Image Courtesy of   Joe Seer / Shutterstock.com

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From Alexander Payne, the creator of the Oscar-winning ‘Sideways’, ‘The Descendants’ is set in Hawaii and follows the unpredictable journey of an American family at a crossroads.

Matt King (George Clooney), a husband and father of two girls, must re-examine his past and navigate his future when his wife is in a boating accident off Waikiki. He awkwardly attempts to repair his relationship with his daughters — 10 year-old precocious Scottie (Amara Miller) and rebellious 17 year-old Alexandra (Shailene Woodley) — while wrestling with a decision to sell his family‘s land.

Handed down from Hawaiian royalty and missionaries, the Kings own some of the last priceless virgin parcels of tropical beach in the islands. When Alexandra drops the bombshell that her mother was in the midst of a romantic fling at the time of the accident, Matt has to take a whole new look at his life, not to mention his legacy, during a week of momentous decisions.

With his girls in tow, he embarks on a haphazard search for his wife‘s lover. Along the way, in encounters alternately funny, troublesome and transcendent, he realizes he‘s finally on course toward rebuilding his life and family.

“My friends on the mainland think because I live in Hawaii, I live in paradise. Like a permanent vacation, we’re all just out here drinking Mai Tais, shaking our hips and catching waves. Are they nuts?” — Matt King.

George Clooney‘s Matt King joins the characters of Alexander Payne‘s previous films as a flawed individual finding his way through a world of lunacy, bittersweet emotion and surprises; he is neither a hero nor anti-hero. Like Matthew Broderick‘s envious teacher in ‘Election’, Jack Nicholson‘s glass-half-empty retiree in ‘About Schmidt’, and Paul Giamatti‘s muddling, middle-aged wine country tourist in Sideways, King is not the man he would like to be.

His mischievous daughters don‘t trust him, his imperiled wife has been cheating on him and his broke cousins see him and the land trust he controls as a piggy bank. To add insult to injury, he‘s surrounded by a lush, fertile, awe-inspiring landscape that defies his inner turmoil.

Yet all of this leads Matt to a tumultuous awakening that might be awkward, comical and sometimes absurd, but nevertheless changes his concept of love, fatherhood and what it truly takes to be a man. Alexander Payne has always been drawn to these peculiar situations in everyday life that can be experienced as comical, devastating and revealing all in the same breath.

When he read Kaui Hart Hemmings‘ acclaimed debut novel, The Descendants, he was immediately lured by its sharp contrasts. Here was a portrait of a man grappling with some of the worst news, most difficult people, and most impossible decisions of his life. “The novel appealed to me because it‘s an emotional story unfolding in an exotic locale,” Payne says. “It‘s a story that perhaps could be told anywhere, but what made the book for me was its completely unique setting among the landed upper-classes in Hawaii. It‘s very specific to this place, yet it is also universal.

“On a filmmaking level, it was very interesting to me because I‘ve never seen a filmic Honolulu. We see New York, Chicago, L.A., Miami and Seattle, but this is a region we never see in films. There‘s a whole distinctive social fabric to life in Hawaii and that intrigued me. I love films with a specific sense of place. I started making movies in Omaha, then I went to Santa Barbara and now I have ended up in Hawaii.”

Hemmings was able to entwine Hawaiian culture into her story of a bewildered man lurching towards redemption because she herself grew up in a not-so-conventional Hawaiian family, as the stepdaughter of well-known champion surfer and local politician Fred Hemmings, Jr.

When she started writing short stories, she began entwining themes of family, soil, history and inheritance. The Descendants began as a short story (published as The Minor Wars), which Hemmings started writing in the voice of youngest daughter Scottie, but decided to take a daring leap for a young, female writer into Matt King‘s middle-aged, male POV.

The risk changed everything. The story, and then the novel, were no longer just about a clan of fierce individualists doing their own thing but about a father learning to hang on to his family. “As soon as I switched into Matt‘s voice, the story found its rhythm,” Hemmings recalls. “There was so much at stake for him.” Those stakes gave the novel‘s title a double meaning, referring not only to King‘s comic descent but also to his discovery of what it really means to be a Hawaiian descendant and what his own descendants mean to him.

Hemmings created Matt to reflect a distinct subset of the Hawaiian populace, a generation who trace their births back to the intermarriages of white missionaries and landowners with native Hawaiian royalty and their wealth back to the spoils of the colonial Hawaiian plantation system. As Matt explains, his great-great-grandmother was Princess Margaret Ke‘alohilani, one of the last direct descendants of King Kamehameha, who fell in love with her haole (Hawaiian for white or foreign) banker, Edward King, leading to Matt‘s current life as a Honolulu lawyer with deep, tangled roots in the islands.

Like many Hawaiians, he is a hapa-haole, or half-white, who has never quite come to terms with his cultural identity. This gave Hemmings‘ novel another layer, because underneath Matt‘s worries not only about what his wife has been doing behind his back or how he‘s going to raise his daughters, but about how his life might be seen by his Hawaiian ancestors, or his own descendants.

The book, published in 2009, was an instant hit with critics, with the New Yorker praising the way — Hemmings channels the voice of her befuddled middle-aged hero with virtuosity, as he teeters between acerbic and sentimental, scoffing at himself even as he grasps for redemption.

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