A strong sense of place has always been a hallmark of director Alexander Payne‘s work but with ‘The Descendants’ it would become even more central. From the beginning, he and his crew of frequent collaborators were acutely aware that they were going where few filmmakers have gone before by following an intimate family drama into the lush fabric of Hawaii.

All of the conflicting juxtapositions of contemporary Hawaiian culture — modern and ancient, urban and wild, growth and preservation — became wrapped into the film‘s design, from the photography to the sets. The newest of the U.S. states, Hawaiian history goes back 1500 years, when Polynesian explorers first sailed canoes by the light of the stars to the fertile string of volcanic islands. Later, settlers arrived from across Polynesia – Tahiti, Samoa and Tonga – forging a distinctive matriarchal culture with its own language, customs, art forms and legends.

In 1810, King Kamehameha, Chief of the Big Island, united all the islands into one Hawaiian Kingdom. Soon after, Christian missionaries began to arrive, followed by colonialists from mainland United States. In 1893, a group of American businessmen overthrew the Hawaiian monarchy, paving the way for annexation. Meanwhile, the culture continued to evolve and adapt, merging elements of American values with native Hawaiian ways.

When Hawaii became a U.S. state in 1959, it was dubbed the ‘Aloha‖ state’, reflecting the impossible-to-translate Hawaiian word that conveys an open-hearted spirit rooted in a love of the land.

“My grandfather, he really loved this place. So did your mother. So does your mother.”

– Matt King.

To capture the islands as they are today — as rife with developers and suburbia as they are with laid-back surfers and Polynesian traditions — with a fresh eye, Payne reunited with director of photography Phedon Papamichael, who previously worked with him on ‘Sideways’. As soon as he read the script, Papamichael knew it was going to be something different. “It was a very dialogue-driven story, which usually means the film will be less visual,” he begins.

“But in the case, the opposite was true. Because of the way the Hawaiian setting is juxtaposed with the King family‘s struggles, the visuals take on a major role. It was going to be very important to capture the beauty and nature of the surrounding environment so you can understand the conflict Matt feels over selling his family‘s land.”

Papamichael divided the film between two Hawaiis: the more hectic, citified Hawaii of Honolulu and the stunning, natural Mecca of Hanalei Bay on the island of Kauai, draped with verdant, tropical rain forests and surrounded by sapphire seas. “We really wanted to give a feeling for the community in Honolulu but also the beauty of the coast so you understand what could be lost and the connection to history that is there.

That‘s why we decided to shoot wide-screen, which Alexander has only done once before, on ‘Election’,” he explains. “We decided that it would be a lot of fun to have that epic frame with these small, human figures confronted with the majesty of the landscape.”

At the same time, both men wanted the film to stay true to Payne‘s distinctively unadorned style, which is almost an anti-style. “I like to bring an almost documentary style to fiction filmmaking,” says Payne. “It gives the story a sense of reportage.” Papamichael concurs.  “With Alexander, one of the biggest assignments is always to make sure the photography doesn‘t get in the way of the story. He really loves realism, to the point that if we go

to a location and there are tree trimmers working nearby, he says ‘great‘ and he embraces that as part of what‘s going on in the scene,” he explains. “Or, for example, when we shot in the bar where George Clooney meets Beau Bridges, it was very important to Alexander to have the real locals who frequent the place be in there to get that feel of reality. The same goes for lighting. It‘s always very natural, to the point that the audience should never realize that they‘re watching a crafted film.”

He continues, “We really want the audience to be taken in by the characters without distraction. The emotions are so intense and the writing so strong, we don‘t need to add visual drama.” Hawaii, however, often brought its own drama. “The light there is challenging because it is constantly changing,” notes Papamichael.

“It can go from overcast to sunny in the time frame of one shot. Fortunately, both Alexander and George, being a filmmaker himself, are very good at reacting in the moment so you can switch scenes around. It gave us a lot of flexibility.”

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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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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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When author of The Descendants, Kaui Hart Hemmings, found out Alexander Payne was interested in adapting her book, she could hardly believe the news. “I just about died,” she laughs. “I mean he is my favorite director, I love the kind of movies he makes.”

After discussing the adaptation of Kaui Hemmings‘s book with many screenwriters, the producers at Ad Hominem selected the writing team of Nat Faxon and Jim Rash. Wonderful actors who continue to be fixtures at the Groundling Theater, Faxon and Rash had written a much admired screenplay, ‘The Way Back’, that suggested an ability to handle shifting tones of humor and pathos as would be required by ‘The Descendants’. All who read their elegant adaptation admired it. But when he decided to direct the film himself, Payne determined that the best way for him to forge a personal connection to the material was to adapt the book himself.

In his voice, Payne turned the focus in the screenplay on two dove-tailing journeys: the King family‘s trek to Kauai on the hunt for Elizabeth King‘s unwitting lover; and the pilgrimage of diverse friends and relatives to Elizabeth‘s bedside, where she becomes, in her comatose silence, a kind of grand confessor, bringing out secrets and suppressed emotions that might not otherwise see the light of day.

“One of the many things we learned in Hawaii is that people here know their genealogy like they do in no other place,” explains producer Jim Burke. “Everybody knows when their family first arrived on the island, and some go back six or seven generations and they feel a deep, deep connection to this place. We learned all this by meeting authentic descendants who have inherited land a lot like Matt.”

Hemmings was impressed with the adaptation. “I wasn‘t concerned about Alexander changing this or that, because he really got the tone of the book and that‘s all I cared about. He got that it‘s funny and it‘s sad at the same time. I also loved that he took the time to really get to know Hawaii.”

From the beginning, Payne and the production team felt it was essential to venture far from the well-beaten tourist paths to get to know the authentic Hawaii only locals ever see. As they did so, they developed a more nuanced understanding of what the term ‘descendants’ means on an island where ancestors have always been an important link in the chain of living history.

This helped to bring into focus Matt King‘s realization that he has become disconnected from his own feelings about the land he owns — and its past and future. Payne also relied on Hemmings to serve as an insightful guide into the alluring blend of American and Hawaiian cultures that imbues island life, from its politics to its traditions and relationships. “When we came over to the islands to start making the movie, Hemmings became a really big part of it, because this is her land. She knows these people.”

“She was able to give us a reality check and at the same time, Alexander was able to run all his ideas past Kaui to make sure they seemed right for the characters,” Burke continues. “We wanted to protect her story because we believed in it.”

“Alexander‘s voice is absolutely unique,” notes Burke, who reunites with producer Jim Taylor for their fifth collaboration with Payne. “You don‘t need to be told you‘re watching an Alexander Payne movie. And yet, each of his films is also quite different. I feel like The Descendants is the most different from his previous work.

It‘s a great story with great characters, but I think the thing that sets it apart is that it is very open to interpretation: none of the characters are entirely right and none of the characters are entirely wrong. It‘s not a movie everyone will view in the same way. It‘s a film that allows the viewer to participate and connect in their own way.”

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