Studio Shifts, Gene Hackman's Retirement and Filming in Black and White: Making 'Nebraska'

'Best Experience of All Time'

From left: Papamichael, Dern, Forte and Payne on set. Says Forte, “It was ?the best experience? of all time, and? Bruce told me great stories about film history and gossip I’ll never divulge — I’m ?a secrets-holder.”

Alexander Payne's latest film began 10 years ago with an unemployed comedian whose mover knew Bruce Dern, and ended with a standing ovation at Cannes and the actor's greatest role after "55 years of trying to get here."

This story first appeared in the Jan. 10 issue of The Hollywood Reporter magazine.

Just before the camera rolled on Alexander Payne's Nebraska in October 2012, Bruce Dern, 77, who stars as Woody, a stubborn old cuss on a road trip with his exasperated son (Will Forte), told the director: "I've been turning in 'Dernsies' all my life. I'm too damn old for that now -- I just want to relax into a part, become that person."

PHOTOS: Making of 'Nebraska'

"A Dernsie," explains Bruce's daughter Laura Dern, who also happens to have been the star of Payne's first film, Citizen Ruth, "is asking Dad to do something unique with a moment that only he can do -- something with incredibly irreverent humor; the bad guy you love to hate. This movie is the opposite -- really stripped bare." In contrast to the taciturn hero her dad plays in Nebraska, "Dernsies" were noisy, often psychotic -- a bid for attention. "I spent 10 f---ing years playing the Fifth Cowboy From the Right," says Bruce Dern, explaining the origin of his typical over-the-top acting persona. "Mr. [Elia] Kazan told me, 'Be the most f---ing interesting cowboy in the scene.' "

As a result, character actor Dern consistently was interesting during what he calls "55 years of anxiety trying to get here" -- here being Nebraska, the quietly dramatic capstone of his career. Despite a 1978 supporting Oscar nomination for Coming Home, "I never had a lot of trust in myself being interesting or a leading man," says Dern. Adds his daughter, "It's so amazingly odd."

Yet remarkably, after decades out of the limelight, Dern's debut as Woody -- the Anti-Dernsie -- earned him best actor awards from Cannes, the National Board of Review and the L.A. Film Critics Association, while Nebraska received five Golden Globe noms.

VIDEO: The Cast of Alexander Payne's 'Nebraska' Live From Cannes

What's even more incredible is that Nebraska got made in the first place. It began in 2003, when Bob Nelson, who played the world's most laconic sportscaster on Almost Live!, a Saturday Night Live-like show that ran for 15 years on Seattle's NBC affiliate, lost his job. "I was desperate," says Nelson. Former Seattle Times TV reporter Kit Boss -- who'd become an Emmy-nominated writer-producer on King of the Hill -- advised Nelson to break into Hollywood with a spec film script because spec TV scripts were passe. So Nelson wrote one inspired by his Nebraska-born dad, who, like Dern's character, got shot down in World War II, drank too much, got his air compressor stolen by "friends" and made his son hunt for his lost false teeth on railroad tracks.

"When I read Bob's script," says Boss, "my only question was: Can I put my name on this without Bob finding out?" In 2004, L.A. producer Julie Thompson visited Seattle to work with Nelson on a show for Bill Nye, another Almost Live! veteran. "Julie said, 'I have this friend on a charity board,' " and so Thompson passed it on to her friend Ron Yerxa.

Yerxa and producing partner Albert Berger -- they produced Payne's Election -- optioned Nelson's 106-page script. "We had some independent filmmakers in mind and had a budget done for about $2 million," says Yerxa. "In a spirit of 'what the hell,' we sent it to Alexander. He's from Nebraska; we thought maybe he'd know of a director he could mentor." Instead, Payne said, "How about me?"

But Payne, who then was prepping 2004's Sideways, told Nelson he couldn't make Nebraska next. "I couldn't do two guys in a car again," he says. Convinced that Payne was a man of his word, Nelson agreed to wait and in the meantime wrote other projects for Pixar, Warner Bros. and Paramount; Chris Rock's planned adaptation of the French movie La Premiere Etoile; and The Tribe for Joel McHale and John Malkovich's Mr. Mudd production company.

STORY: 'Nebraska' Editor Explains His 'Honest' Collaboration With Alexander Payne

Payne finished Sideways but then got stuck in what he calls the "time suck" of his never-made VFX epic Downsizing for Fox before turning his attention to 2011's The Descendants. Nelson would call Boss, fretting about Nebraska. Boss recalls Nelson freaking out when "Payne decided there was only one actor right for the part of Woody" -- Gene Hackman, who had just announced his retirement. After he decided to meet with other actors, says Payne, "Bruce was the first name that leapt to mind." As fate would have it, when Nelson moved from L.A. to Whidbey Island, north of Seattle, in 2004, his wife told the mover that Dern was up for Nebraska, and by chance, Dern hired the same mover, who asked the actor about the film. "Dern said, 'How the hell do you know about that?' " says Nelson. Dern says he was so eager for the part, "I went to Toys R Us," he recalls, "bought a red truck [which Woody drives], wrote a note saying, 'I think I'm Woody,' and sent it to Alexander's office."

But just as the casting issue appeared to be falling into place, a new issue popped up. Payne wanted to film in black and white. "Nebraska would've been wrong in color," says Payne. Paramount Classics, which released his Oscar- and Globe-nominated Election, agreed. "Then Paramount Classics went under and became Paramount Vantage," says producer Berger. "While we were waiting, Vantage went under, and it got kicked up to big Paramount, a whole new group."

As the big-Paramount brass sat down to decide whether to greenlight the project, Payne insisted on black and white. Says cinematographer Phedon Papamichael, "That caught them by surprise and put a hold on everything." Adds Berger, "The budget went from $17 million down to under five." Says Papamichael, "Alexander said, 'If these Oscars mean anything, it's that I should be able to do a low-budget black-and-white movie.' "

GUEST COLUMN: Bruce Dern Pens Tribute to Peter O'Toole in 'Lawrence of Arabia'

Notes Berger, "The Descendants really saved our ass." Payne's Hawaiian dramedy, released in November 2011, got Oscar buzz (and an eventual screenplay Academy Award). "The Descendants cost under $20 million and made $177 million [worldwide]," says Papamichael. "Alexander's five-for-five." Around January 2012, Payne got the greenlight for "$13 million and change."

To cast the supporting roles, Payne screened audition tapes by Will Forte, Breaking Bad's Bob Odenkirk (who plays Forte's brother) and June Squibb, who plays Dern's abusively devoted wife. Forte, Odenkirk and Squibb, all stand-up comics, say Nelson's comic background anchored their dramatic groove.

"Reducing my shooting days from 55 to 36, and the far-flung locations, necessitated a simple -- not simplistic -- visual style," says Payne. Editing began in January 2012. "Usually Alexander takes 36 weeks to cut his movies," says Berger. "After 11 weeks or so, we showed it to the studio. They loved it, so we thought, 'Maybe there's time to get it into Cannes.' "

With temporary music by The Carpenters and others, the film was rushed to Cannes, where, scarily, Europeans failed to laugh at the funny parts. "Then there was the most overwhelming hooting and yelling and standing ovation at the end," says Yerxa. Notes Berger, "They saw it as a meditative exploration of a man at the end."

PHOTOS: Nicole Kidman, Ang Lee Step Out for Alexander Payne's Premiere in Cannes

With music in and the running time trimmed by about a minute, Nebraska inspired ovations again at Telluride -- with many laughs this time -- though many pundits frowned at Dern's decision to risk campaigning for the best actor Oscar instead of supporting. "It's probably 50-50 screen time with Will Forte, but Woody is a leading role," Dern told THR. "If I go supporting, I'm a whore."

As Nebraska's profile climbed during awards season, that decision looked saner and saner, and in retrospect, the film's long delay also seems like a good thing. "Nine years ago, Bruce wouldn't have looked so scrappy," says Payne.

Laura Dern, who got to film her first scene ever with her dad as an extra in the crowd during Nebraska's most exultant scene -- when Woody proudly drives the red truck -- says the scene is reminiscent of Bruce Dern's late-life triumph over adversity. "I always wanted to go to the Super Bowl," says Bruce. "I made some playoffs, but I never got there. Hopefully, I get there now."