'The Descendants': Alexander Payne Goes Behind the Scenes of George Clooney Pic

 Merie Wallace/Fox Searchlight

This story first appeared in the Nov. 18 issue of The Hollywood Reporter magazine.

"It's challenging to shoot boat scenes, it turns out," says writer-director Alexander Payne in a resigned deadpan. "I didn't know that before. Clooney knew it. He said: 'You hate car work? Boat work is car work on steroids.' "

George Clooney, the star of Payne's new movie The Descendants, certainly knew what he was talking about: Wolfgang Petersen practically drowned the actor 10 years earlier during filming of The Perfect Storm. By contrast, the climactic scene Clooney and Payne needed to film for Descendants might have been small -- a grieving father and his two daughters floating in a canoe off Oahu's Waikiki Beach -- but it required tons of heavy equipment and 40 crewmembers on several boats rocking in big swells, not to mention a preteen actress in a meltdown and seasick focus pullers.

"You're in Hawaii, so the weather changes pretty quickly, and you have two moving parts at the same time that are not controlled by you -- they're controlled by the moon," says Clooney. "It was frustrating for him because he wanted it just to be a couple of people going out with a camera."

Payne, 50, directing his first feature in seven years, typically makes movies that are short on technical complications: His previous film, Sideways, was about two guys driving around California's Santa Ynez Valley. But he admits that on any film, he fears "that the often unwieldy means of production will interfere with the intimacy of what I'm shooting. For such an intimate little scene, it was as though the Marine Corps were conducting exercises all around them."

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But the controlled chaos and choppy waves matched the turmoil experienced by Descendants' central family, the Kings, in the wake of personal tragedy. Clooney's Matt King is a successful lawyer and heir to a gorgeous piece of Hawaiian property who must cope with a quartet of sudden challenges: His wife drops into a coma after a boat accident; her absence forces him to navigate a new authority role with his two unruly daughters; his extended family wants him to sell their prized landholding; and he discovers that his injured wife had been having an affair. Comedy and tears ensue -- and, because this is an Alexander Payne movie, often in the same moment.

The project got its start in 2007 when two London agents handed a galley copy of the novel, written by native Hawaiian Kaui Hart Hemmings, to Payne's producing partner, Jim Burke. He and Payne loved it and optioned it through their Fox Searchlight deal a week before it hit bookstore shelves, though at the time they only intended to serve as producers. Payne, based in Omaha, Neb., was deep into writing a much bigger project titled Downsizing with his writing-producing partner, Jim Taylor, so Burke hired comedy actor-writers Jim Rash and Nat Faxon (Reno 911!) to tackle the adaptation. Although a number of filmmakers came knocking and director Stephen Frears showed serious interest, no one committed. Once Payne realized Downsizing would have a tough slog finding financing, he decided it was time to return to directing, so he dove into Descendants instead.

"It had all the elements -- a nice human story in a location and among a class of people that are unique for a film," says Payne. "I jumped in hard and fast." By July 2009, he was working on his own adaptation, which was ready to shoot by March 2010. In the interim, Payne took two monthlong trips to the islands to soak up the culture, explore locations and pick the brain of the novel's author, who had grown up in the Oahu town of Kailua and moved back there four years ago, after grad school.

"I make narrative films, but I very much have the mentality of a documentarian as well, so what you see in my fiction films has great resemblance to real life," says Payne, who has adapted the novels Election, About Schmidt and Sideways for the big screen. "Descendants is the book I've been most faithful to and most inclusive of the writer because it's her world. It was a stretch for me, and I wanted to get it right."

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Once Payne invited Hemmings into the process as a "guide," she weighed in on potential locations, local conversational phrasings, wardrobe choices and even which extras should portray natives. She wasn't shy about contributing dialogue suggestions, either. The night of her 33rd birthday, she stopped by the director's hotel room to look over the script and offered a line of dialogue for Sid (Nick Krause), the clueless teen who is dating King's older daughter: "I'd put his nuts on a dresser and bang them with a spiked bat." At the time, Payne was noncommittal. "And now it's in the movie!" says Hemmings. "It's my proudest moment."

Hemmings also inadvertently made a much bigger contribution. "Alexander asked me whom I saw in the role, and my first answer was George Clooney," she says. As it happened, Clooney, 50, had wanted to work with Payne since the filmmaker passed on him for the Thomas Haden Church role in Sideways. Since then, Payne had been busy producing and writing projects (I Now Pronounce You Chuck & Larry) and finalizing a divorce from actress Sandra Oh. But when Payne, script in hand, met with Clooney again at the Toronto International Film Festival in fall 2009, the actor enthusiastically came on to play what he calls a "schlub," an emotionally detached man who can't even win an argument with his teenage daughter. Shailene Woodley, 19, and Amara Miller, 11, who play King's daughters, flew to Oahu 10 days before the 10-week shoot to develop a believable family dynamic with Clooney. "I did play a pediatrician on a show for five years, so I have worked with kids an awful lot," says the former star of ER. "You just spend enough time with them so they feel comfortable enough to give you a hard time."

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