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

 Merie Wallace/Fox Searchlight

The director tells THR about returning to George Clooney (after passing him up for "Sideways") to play the grieving father of a heartbroken family.

Says Woodley: "That added to the chemistry onscreen because there was no intimidation factor for us kids. We got to know who he was as a person, and he suddenly became just a George and not George Clooney."

Authenticity was the main goal throughout. The producers had wanted to shoot the entire $20 million project on Oahu -- even the Kauai scenes -- but Payne felt that would undercut the film's realism. After production designer Jane Ann Stewart, who has worked on all of his films, walked Payne through a shaggy, colorful Kauai bar and restaurant called Tahiti Nui, the director convinced the producers to let him film on Kauai as well. An early scene with Clooney and Beau Bridges, playing one of the cousins in the extended King family, was shot in the bar, with locals as extras. "It's very important for us that we discover places and leave them untouched," says director of photography Phedon Papamichael, who also shot Sideways. "It was important not to glamorize."

In the months before filming, Hemmings had also shown Payne, Burke and Stewart a number of homes and local hangouts that would serve the film's realism, several of which Payne actually used. For hospital scenes, the production used an ICU at Hawaii Medical Center on Oahu that had been standing empty, ready for a potential swine flu epidemic.

The short, frequent rain showers, which had the crew adopting the native habit of raising their hands and saying, "Blessings," were welcomed by Payne, who was eager to subvert the standard sunshine-and-mai tais perception of the islands.

The three weeks of shooting at Princeville and Hanalei Bay on Kauai was "a sweet spot of the production," says Payne. After wrapping each day, the crew would fan out to go swimming or hiking to waterfalls (Krause and Woodley "jumped off things we shouldn't have jumped off," says Woodley). Clooney, though, skipped playtime, spending his evenings working on the script for his next directorial effort, The Ides of March.

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The actor did find one opportunity to let loose. Payne's art and production departments have an ongoing softball rivalry, and a competitive Clooney stepped in to play for the art team, knocking out four home runs. "I think they just looked over and saw a 50-year-old actor, and they all moved in," says Clooney. "I got to jack the ball, which reminded me that I actually was an athlete for a while. It made up for my run I had to do in the movie."

That run comes after a key revelation, when Clooney's character takes off through his residential neighborhood on foot, wearing a pair of sandals and a look of anguished shock. It triggers both sympathy and laughter because it showcases an "emasculating" awkwardness. Says Clooney, "Alexander was laughing so hard, he goes, 'That's it -- you'll never get laid again.' "

Other Oahu scenes involved plenty of raw emotion, including a heartbreaking moment when Woodley's character is informed by a father she doesn't respect that her mother is in danger of dying. Refusing to respond to him, she slips beneath the surface of the pool and releases her excruciating anger and grief. "Water's my safety zone," says Woodley. "For me to be able to take a character going through such distress and vulnerability in the water when no one was around was such a beautiful emotional release."

Clooney's most intense scenes came with the actress who plays his wife, even though her character spends the movie in a coma. Patti Hastie, the local who was hired, went to great lengths to look as if she were deteriorating throughout production -- staying up all night, losing 20 pounds and keeping still in bed the entire day. (Hastie was rewarded with a promotion from background artist to a featured credit.) And as he plays King's final scene with his wife, Clooney displays a tenderness, punctuated by tears, that couldn't be further from his typically cool and controlled on- and off-screen persona.

"Alexander's such a talented man that he is able to take the first half of that scene and make it one of the funnier scenes in the movie and then, at the turn of a hat, make it one of the most touching," says Clooney. "It was what was most necessary in the film to complete it and give everybody what they've earned."

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