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You can tell you are watching an Alexander Payne movie by how the main character looks. They have a pleasant, ordinary appearance – never too attractive or unappealing – and nearly all of Payne’s heroes have an abundance of polo shirts. With The Descendants, Payne’s first feature film since 2004’s Sideways, he adds Hawaiian shirts to the hum-drum wardrobe. The tropical setting is a perfect backdrop for a story of a hapless father who struggles to save his family. There is little of the delightful satire that defines Payne’s earlier work. Instead, the characters are wry and observant without being sentimental.

The opening shot is of a woman on a boat. Her smile is carefree and her joy is fleeting, since the shot fades to black. Moments later, we learn the woman had a terrible accident, and now lies in a vegetative state. It is up to her husband Matt (George Clooney), an Oahu-based lawyer, to inform their two daughters about what is happening. The younger daughter Scottie (Amara Miller) adjusts to her mother’s coma the easiest because she cannot understand it. Alex (Shailene Woodley), the older daughter, is a rebellious seventeen year old who responds with hostility.

Matt is ill-equipped to handle such a catastrophe. In a self-effacing voice over, Matt tells the audience he is “the substitute parent.” When he breaks the news to others, we can see how the wife is the core of Matt’s family. Until this point, an ongoing land deal was his primary concern. He’s the sole trustee of a large, untouched chunk of paradise, and he must keep his cousins happy by finding a buyer. But property is the last thing on Matt’s mind when he learns – from Alex, no less – that his wife has been having an affair. The wife has no hope for recovery, so Matt and Alex hunt down the man who cuckolded him. Scottie is along for the ride, as is Alex’s friend Sid (Nick Krause), a young man who is sharper than he sounds.

What makes The Descendants more plausible and involving than the typical family drama is how it deals with propriety. At first, Matt is a clumsy mess (when Alex hears about her mother, for example, she cries out, “Why did you have to tell me in the pool?”).  He’s downright cruel in a crucial scene with his wife’s friend. But then something changes: Matt grows more tactful and empathetic once Alex becomes his supporter. Meetings with his father-in-law (a terrific Robert Forster), which could have gone disastrously, are all about politely restrained ego. The lead-up to Matt’s encounter with his wife’s lover is a masterful; the dialogue is natural and understated, hiding Matt’s pain. When the inevitable confrontation finally arrives, Matt speaks with the right combination of restraint and anger. Clooney’s best scenes typically involve a verbal showdown, which are on display here, but the added dimension of heartbreak makes the moment quietly devastating.

Their relationship between Matt and Alex is the movie’s fulcrum. He may initially treat her like a typical adolescent, yet he matures by listening to his daughter, and by no longer confusing her quirkiness for rebellion. They never experience a grand moment of catharsis – Payne is too sly for that – but where they find each other is miles from where they began. Woodley, who mostly appeared in television before her role as Alex, is every bit Clooney’s equal. Payne dwells on nonverbal reactions more than most directors, so her understated delivery is a perfect fit. Like Reese Witherspoon in Election, this could be Woodley’s breakout performance.

Ten years ago, Alexander Payne was known for his vicious satire of middle-class America. His characters were self-deluding, needy, and instantly familiar. By contrast, The Descendants is what happens when Payne softens a little, allowing his characters some dignity. With a dearth of black comedy, the movie unfolds at a pleasantly meandering pace, so the material is never quite bracing. Along with cinematographer Phedon Papamichael, Payne showcases Hawaii’s beauty without feeling like a travelogue, and his visual flair is another example of his gentler eye.

The title “The Descendants” refers to Matt’s legacy, and how he must do right by his family/ancestors. It is easy to see why Payne and his screenwriters would be reluctant to skewer this subject. The Descendants is about a man who earns his family’s respect, as well as ours. Polo shirts be damned.

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