The Big Picture

Filmmaker Alexander Payne discusses the making of his latest film, The Holdovers, and his goal of creating an authentic ’70s feel. The film stars Paul Giamatti as a professor tasked with watching the holdover students during Christmas break. Payne speaks about his collaboration with Giamatti, the editing process of his previous films, and his experiences shooting on location in Massachusetts.

For his second feature with the Toronto International Film Festival, filmmaker Alexander Payne (Election) joined Collider’s Steve Weintraub in our studio at the Cinema Center by MARBL to talk all about bringing The Holdovers to the big screen. Starring Paul Giamatti, this holiday comedy reunites the director and Giamatti after their Oscar-winning team-up in Payne’s 2004 film, Sideways.

In The Holdovers, Giamatti plays the curmudgeonly Ancient Civilizations professor, Paul Hunham, of an elite boarding school in the early 1970s. He’s the uptight, pompous teacher who’s impossible to impress because, frankly, he just doesn’t like anyone. With no family to spend his Christmas with, Professor Hunham is tasked with watching the holdover students during the holiday break, and he’s determined to ensure they have as miserable of a time as he does. A few days into the break, only one student, 15-year-old Angus (played by newcomer Dominic Sessa), and the cafeteria manager, Mary (Da’Vine Joy Randolph), remain at the school, stranded together as the New England snow begins to fall. Despite their differences and reservations, the trio’s wacky Christmas with their newly found-family proves that no one can be held to first impressions.

During their sit-down, Payne discusses how the idea for The Holdovers landed in his lap, achieving an authentic ‘70s feel, reuniting with Paul Giamatti in a role written with him in mind, and finding Sessa on the campus they filmed at, calling him “a born pro” in his first-ever onscreen debut. They also talk Election with Reese Witherspoon and if those Election sequel rumors are true, which of his films changed the most in the edit, if he’s gotten resuals for all the Pinor Noir he helped sell in Sideways, and Payne shares some ideas for the Western he hopes to tackle in the future. For all of this and more, check out the video above or read the full transcript below.

Image via Photagonist at the at Collider TIFF Media Studio

COLLIDER: Listen, I’ve been a fan of your work for a long time. Before we get started talking about your exceptional new movie, I’m curious, for people that have never seen anything you’ve directed, what is the first thing you’d like them to watch and why? I’m throwing a curveball to start things off.

ALEXANDER PAYNE: Maybe Election? Probably that. That remains the movie I probably get the most compliments on from film nerds. I get a lot of Sideways, some Descendants, and a lot of Nebraska. So yeah, I think Election is pretty good.

Yeah, it’s okay. I might have watched it once or twice.

PAYNE: You know what? It’s the only feature I’ve made that’s not too long.

Is it 90 minutes?

PAYNE: No, it’s not about the actual length. It’s about how it feels while you’re watching it, and that one has a pretty good rhythm to it. All the other movies, I think at some point, are a little bit too long, in a way I couldn’t avoid during post. But Election has a very good metronome to it.

Sure. Which of your films changed the most in the editing room in ways you didn’t expect going in?

PAYNE: None of the films changed a lot, but to hone the film, probably Election. Election was over a year in editing. We had two Christmas parties in the cutting room.

Did you edit that analog or digital?

PAYNE: That was the first Avid picture. Citizen Ruth, my first feature, was on film. We were still shooting film. I shot film until 2010. So, we cut Avid, but it took a long time to really hone. Also, it’s the only time I’ve ever had to go back and shoot something new for a movie. Jim Taylor and I wrote a new ending for it because the ending I had shot originally wasn’t working.

That’s so interesting. Okay, I’m gonna leave your previous films alone and jump into it.

PAYNE: You brought it up. I didn’t bring it up.

Totally. Believe me, I could keep going. So, The Holdovers is fantastic.

PAYNE: Thank you very much. You’re kind to say.

Image via Focus Features

One of the things, and I think you were going for this, but I really felt like the film was shot in the ‘70s, disappeared in a vault, and I just watched it.

PAYNE: If you really, really think that and you’re not just giving me a compliment—and I do believe you—that’s really the greatest compliment you can give me because that’s what I was going for. To a certain degree, I’ve been trying to make ‘70s movies my whole career. But on this one, I tried to take it one step further and, to some degree, create the illusion that it was actually made in the ‘70s. I’ve gotta tell you, one movie which maybe was a forerunner to that was the English movie Bait that came out about four years ago, but it was really made by some maniac English guy. It looks authentically as though it had been made in about 1964, but he really went to town with it. And then, also, I’d have to cite Paper Moon. Not to compare my film to that great masterpiece, but there he was in the ‘70s, making a film that kind of looks like it had been made in the ‘30s. So, to some degree, I was doing the same thing, making a film now, in the 2020s, that basically is trying to look like it had been made in the ‘70s.

Let’s start right from the beginning, and this is not a spoiler, but how the movie opens, you went with the vintage credits and everything. Can you talk about the beginning of the film and going for that?

PAYNE: Well, I have a very good graphic artist. We slapped an R banner rating on it, an MPAA rating, and then I had my graphic artist design a vintage Focus Features logo and a vintage Miramax logo, and we just went from there. To their credit, Focus and Miramax went for it.

They must have thought it was cool, though. It looked cool.

PAYNE: They did, but you never know with these conservative companies. They’ll go, “Oh, no, we don’t do that.” But to really do those things thoroughly and with no tells that it really is contemporary, my hat’s off to them.

So, it’s been six or seven years since you’ve made a film. Was it always gonna be this, or did you think about making something else instead of this one?

PAYNE: Between Downsizing and now, I was involved in two features. One, I flirted for a while with making The Menu. I went down the football field a little ways with that. Ultimately, I bowed out. And then, I prepped a film that was really lovely. I was four or five days away from the start of shooting, and we pulled the plug. That was in 2019. It was a very lovely script. I had Mads Mikkelsen and we were shooting it in four different countries and seven U.S. states, and had to pull the plug. Everybody’s got that, at some point or another, in his or her career, it seems, and that was my turn.

Going back into The Holdovers, people have been waiting for your return to working with Paul [Giamatti] since Sideways.

PAYNE: Mostly me. I’m the one who’s most been waiting for that.

And also me.

PAYNE: Thank you.

Image via Focus Features

Did you ever come close on another project? And for this, when did you realize this was gonna be the one?

PAYNE: Didn’t come close on another one. This one was tailored, not tailored for Paul, but written with him in mind from the get-go.

Did he know that?

PAYNE: I told him early on. I said, “Just so you know, we’re conceiving something for you.” “Great, great, great. What is it?” And I told him the basic premise. “Great.” I showed him an early draft. He still liked it. We kept honing the draft, and it just worked out well. It couldn’t have worked out better.

He is fantastic in this. Talk a little bit about what it’s like directing Paul on set. Obviously, you must have a shorthand by now. What is it like when he’s doing something great, but it’s not exactly what you need? How exactly can you work with an actor like Paul to help craft that performance?

PAYNE: It’s usually pretty exactly what I need. We have a very good creative wavelength or something. I will say, you mentioned shorthand, and it’s very short at this point.

Is it a nod, or are you actually exchanging the word?

PAYNE: You know, it’s kind of like that. Some of the people around the camera, like the key grip and the gaffer, would say, “We’ve seen shorthand before, but not quite that short.”

One of the things about this is that you shot, I believe, no soundstages. Everything was on location in Massachusetts. For me, that added so much to the realism because I really felt that you were in the real places. Was that a challenging thing, or did the Massachusetts tax rebates enable you to be able to do this?

PAYNE: Those are two different questions, the tax rebate question and not shooting on soundstages. I can’t stand shooting on stages. Usually, most of my movies are location movies. Downsizing wasn’t because it had all that science fiction stuff in it, so you had to build things. But I can’t stand shooting on stages. I like to be only on locations. Usually, you have to build a bathroom or a closet, or something, because it’s too small. This one was 100% location.

Now, folding in your question about Massachusetts, Massachusetts worked out great, both because it had all the locations I needed and because it was user-friendly for the budget people with their tax incentive. Before making this movie, I had traveled through New England but hadn’t spent time there, and change comes slowly. It was really…not easy but relatively effortless to make a period film there and to find old locations, which required relatively little modifications.

What was it about this material that said, “I wanna tell this story?” I believe it was originally a TV thing, and then you had an idea to make it a movie.

PAYNE: I had the idea for this movie for about a dozen years. Never got around to writing it, nor did I really have the life experience to write it authentically. And then, I was submitted a pilot for a TV show that would take place at a boarding school. The writing was really good, so I called the writer and I said, “You’ve written a fine pilot, and I wanna make it, but would you consider writing a feature in that same world with this idea?” And he accepted, and it worked out really well.

Image via Photagonist at the at Collider TIFF Media Studio

How long, from when you had that conversation did it take to get a script that you were really happy with?

PAYNE: Two or three years. Something like that.

That’s not that long.

PAYNE: No. Maybe shorter. I don’t know. I don’t really remember. Call it two or three years. Certainly, by the time we were nearing production, it was two or three years.

Was it one of these things that, once you had the script, it was easy to get financing, or was it one of these things where it took a lot of work?

PAYNE: It’s never easy. Sometimes it’s less hard. This one was relatively medium easy/hard, sort of, kind of. It was the first time I had worked with an independent financier. It’s the company Miramax, which of course, is many generations removed from its origins. The guy who runs it, Bill Block, read the screenplay. He and I had a history. A million years ago, he had wanted to finance Sideways. So, it worked out for it to be independently financed. And then, he and CAA sold it, exactly a year ago, here in Toronto, to Focus Features.

Do you still get residuals from Pinot Noir?

PAYNE: You know what? I’ve gotta tell you something, I’m the guy who’s made the least amount of money off that movie. You know who’s made money? The Hitching Post, that restaurant in Santa Ynez, and a bunch of those winemakers. They continue to reap millions off that film. What about the guy with the thumbs over here? Zero. Although, when I do go up to Santa Ynez and have dinner at The Hitching Post, Frank, who owns the place, will walk me out to my car and put a case in the trunk of my car, so that’s nice. Let’s just say farmers are thrifty, and that includes winemakers.

That film, absolutely without a doubt, impacted the entire wine industry. I’m sure you’ve heard that, over the years.

PAYNE: It never ceases to astonish me. And every time I hear that, I’m like, “Really? Really?” But former Los Angeles film critic, Kurt Honeycutt, is writing a book on Sideways right now, both how it was made, and then its impact on the wine industry. It’s really something. I never could have foreseen that. I just thought it was a nice little comedy.

Going back into The Holdovers and your work, I’ve spoken to a lot of people and Roger Deakins likes to have one camera on set while Ridley Scott likes to have six or eight. How do you typically like to shoot, and has it always been like that?

PAYNE: Yes. One camera, sometimes two, if you need to save performance. For example, in Sideways, the repartee between those two actors, there were times where I had to throw up two cameras so that they could easily overlap each other and talk over each other, and stuff like that. And then, when you have a lot of extras, for example, you’ve gotta throw up a bunch of cameras. But in general, I’m a one camera kind of guy.

The Holdovers is basically a three-hander about three people trying to find family. Can you talk about the genesis of that idea? All three are such distinct personalities and people, and you do a great job in the film of establishing all three and interweaving their stories.

PAYNE: The idea that I presented to David Hemingson was primarily about the relationship between the teacher and the boy, and it’s he who devised the cook. I really have David Hemingson to thank for that. And then, once he came up with that character, then it was off to the races.

I read that Dominic [Sessa], who plays the student, that you cast someone locally. Talk a little bit about casting Dominic and the fact that he has never acted in a movie before.

PAYNE: It’s a good story. I’m so glad you’re asking me early on in the promotion of this film, so I’m not tired of telling the damn story because it’s gonna be a story I have to tell a bunch of times. You get it relatively fresh. Oy vey. So, I had a New York-based casting director, Susan Shopmaker, and bless her heart, she and her team watched about 800 submissions. These days, all you have to do is put yourself on tape and press send, but we watch everything. So, of those 800, I probably watched about 80 and didn’t like any of them. We got other parts from that process but not the lead. So, we had talked early on about finally just calling up the drama departments of the boarding schools where we’d actually be shooting, and we did that, and there he was. He was a senior at Deerfield. He had never been in front of the camera. He was a star in the drama club and a ham, but had never been in front of a camera. He just took to it, like a duck to water.

What is it like actually directing someone who hasn’t been on set before? I would imagine it’s a different skill set, as a director. With Paul, it’s minimal, but how was it with Dominic?

PAYNE: The thing about this guy, Dominic Sessa, is that he is born with it, and I don’t know if I’ve actually seen that before. There was a shot on the very first day where he had to act to a piece of tape on the matte box of the camera, which pro actors have to learn how to do and get used to and imagine the interlocutor over here, and he just did it. Paul Giamatti and I told each other that we’d help him out and give him little tips and so forth, but you only had to tell him once. It was interesting to see someone genuinely born with that. I asked him, “You’ve never done this before. How are you able to focus and act as well as you’re acting, with the camera and those lights and all those guys around you and everything?” And he goes, “Well, I just don’t think about it,” which is exactly the right thing. He’s just a born pro. Jerk.

Image via Focus Features

With this film, once you got in the editing room, what did you learn from friends and family screenings that maybe you weren’t expecting? Did you have to tweak anything?

PAYNE: Oh, yeah, we were constantly tweaking, but there was nothing major. I didn’t shoot too much footage. My buddies said, “You should put this scene a little earlier,” but that was about it. The script was pretty tight. The first cuts of the film corresponded very exactly to the script, and the final film is basically the screenplay with maybe two or three small scenes removed.

Obviously, you did not have Marvel money to make this, so what ended up being the things that you were most nervous to be able to pull off with the time and the schedule and the budget that you had?

PAYNE: Had to go back to the well a few times for VFX in post to help out with the snow. During shooting, we were blessed with a lot of snow, which was great, and then put down artificial snow, and we thought, “Well, we’ll need VFX to put that in.” We also had to put some VFX in post that were snow flurries, and they couldn’t get that right for a long time, so it looked real. It kept looking fake. So, it was the VFX budget and then music. Music is always a big one, and this is the first time I’ve had, for my level anyway, a gigantic music budget—over a million bucks—for both score and store-bought music. I was happy that Miramax, the financier at the time, ponied up for that. They realized it’s important.

Speaking of songs, how much were you picking from things you could afford and how were you deciding where to splurge?

PAYNE: Absolutely. Talk to any director, and it’s a constant process of what works and what you can afford. Sometimes, you even find the artist to get clearance and permission. With this one, we skimped and saved a little bit to afford one big splurge, which was Cat Stevens. Cat Stevens was the expensive one.

I’m guessing, but I’m sure some musicians would love their music to be in the movie and would give you a discount.

PAYNE: You’d think.

But everyone wants to get paid.

PAYNE: With Cat Stevens, it was this astronomical amount. He happens to be half-Cypriot. I happen to be of Greek ancestry myself, so I wrote a letter to his son, who runs his company for him, and I said, “Hey, I’m a Greek, you’re a Greek, right? Can’t you give a Greek a break?” “For you, 25% off.” And it was still astronomical but worth it. I tried to replace it, but couldn’t do it. It was just too damn good. He’s just unbelievable.

Why did you want to work with your cinematographer, Eigil Bryld, and what was it about his style that made you think he would work perfectly for this?

PAYNE: I just like the dude. He’s a really smart dude. I first noticed his work, he shot In Bruges 15 years ago, which is a really good movie. And then, the aforementioned movie that fell apart five days before production four years ago, I had met him for that, but not hired him, but liked him a lot. And also, [David] Fincher told me one time, “He’s the hardest working D.P. I’ve ever worked with.” And then I sent him the script, and he just had really good thoughts and really good comments about it. It just felt right. And let me just say that when you hire a department head – D.P. or costume designer – it’s not just that person you hire; it’s whom they bring with them. And so, the quality of the crew he brought with him was really terrific. And also, the crew we found locally in Boston was really terrific. The gaffer and key grip were just great.

How do you typically like to work with your D.P.? Are you storyboarding a lot before stepping on set?

PAYNE: I’ve never storyboarded in my life. Only on Downsizing because of the visual effects.

Image via Photagonist at the at Collider TIFF Media Studio

So, for example, you’re shooting a scene with Paul, it’s Monday morning, it’s 8 o’clock or 7 o’clock, you step on set. How do you typically figure out what you’re gonna do when you step on set?

PAYNE: Each scene is different. I think a director enters every scene with a concept, vacillating somewhere between specific and vague, about how the day is gonna go. Obviously, you feel better when it’s specific and like, “Here’s what we’re doing today, everybody,” and you map out the shots. Basically, it’s just, where would people go naturally? If this weren’t a movie, what would be the realistic blocking of it? And then, as Antonioni used to say, you make a documentary about it. You figure out where those people really would go, and then you make a documentary about it, a well-shot documentary. I always tell myself that because it’s a soothing way to think about the often panic-inducing process of figuring out coverage.

There are some directors who work a lot with close-ups, and there are others who like a two-shot or a moving camera, or whatever it may be. There’s no right answer. So, when do you want your closeup?

PAYNE: Save the big heads. That goes back to film school, man. We always told one another, “Save the big heads.” A closeup has power and meaning when you cut to it if you haven’t been using it in a while. Now, there are a million exceptions to that. Sergio Leone films just start with closeups and stay in closeups, and scope closeups, no less. I’m old-school in that way. I like to save the big heads.

What’s fascinating is that there’s no right answer. I have found that when someone uses too many close-ups that are too close and in too many shots, it does bother me.

PAYNE: And if done unskilfully, it bleeds into TV coverage because they work so fast, and it’s so dialogue-based that it’s basically just big heads the whole time.

Before I hit time with you because I know they’re gonna give me the hook, I read that you and Reese [Witherspoon] might do an Election sequel.

PAYNE: Tom Perrotta, who wrote the book Election, has written a very fine sequel, and Reese Witherspoon and I have talked about it. And Jim Taylor and I, my co-writer, have talked about doing it. But we just haven’t gotten to it yet.

Is it something that you think is actually gonna happen, or is it one of these things where maybe?

PAYNE: I don’t know yet. It’s only because everything takes a while, and I have a couple things to do before that. We’ll just see how it falls. It would be lovely to do. I’d love to work with Reese. That’s another actor that I’ve been dying to work with for all these years is Reese Witherspoon. We’re always throwing each other flowers and asking when we’re gonna work together again. So, there’s a structure in place for us to do that, but I just haven’t pulled the trigger yet. It’s kind of up to me. I just have some other stuff before, on my docket.

Everyone loves Election. In your mind, are you like, “Do I wanna play in that world again?”

PAYNE: You wanna make Godfather 2, not Godfather 3.

Exactly.

PAYNE: So, that’s what I’ve gotta figure out. Can it be Godfather 2 and not Godfather 3? With all respect, Mr. Coppola, to Godfather 3.

What he said, 100%. Speaking of Coppola, I can’t wait to see his new film.

PAYNE: Megalopolis. Can’t wait.

I am over the moon that he has made this film.

PAYNE: I think he’s pretty far along in cutting it right now. It will be out next year, I’m guessing.

Speaking of wine, all that wine paid for that movie.

PAYNE: Big time. He’s betting on himself, as he’s always done.

I couldn’t be more excited for a film, honestly.

PAYNE: Also, look out, there’s a wonderful new book about Mr. Coppola coming out by Sam Wasson. He wrote the book about Chinatown. He just had an oral history of Hollywood out with Jeanine Basinger. He has just written a wonderful new history of Zoetrope and Coppola, and it’s coming out, I think, in November or December.

I’m guessing you’ve already read it.

PAYNE: I’ve read about half of it. Sam Wasson is a friend of mine.

The cheat code of being a director in Hollywood is you get sent early additions.

PAYNE: Membership has its privileges.

You mentioned you have some other projects. What are you developing right now?

PAYNE: Famous last words and, “Oh, he said that at TIFF in 2023, and it never came to be. He’s so pathetic.” Let’s just say I’ve long wanted to make a Western. I somehow think these nice little comedies I’ve made are leading me toward my true destiny, I think and hope, which is Westerns.

Is this script done?

PAYNE: No.

You guys are writing now, or writing when there’s not a strike?

PAYNE: We’re conceiving it now.

I’m a huge fan of the Western genre. Viggo Mortensen [is at TIFF for his Western,] which is an unconventional Western that breaks narrative structure and is really well done. Is it a Western that you’ve been thinking about for a very long time? And how does it fit into the pantheon of previous Westerns, or are you bringing the Alexander Payne touch to it?

PAYNE: Who the hell knows? Obviously, it’ll be as filtered through me, but I like traditional Westerns. I like good traditional Westerns.

I’m so curious what your version of a Western is.

PAYNE: Me too. I’m curious too. That’s why I’d like to make it. I’d like to know what it is.

Image via Photagonist at the at Collider TIFF Media Studio

I’m digging for information. I’m not getting much. I’m getting a lot of dirt.

PAYNE: One thing I’m doing is not simply watching a bunch of old Westerns but also reading late 19th century American history, in general, and Nebraska history, in particular. I want it to be a Western set in central Nebraska in about the 1880s.

You could probably find locations there that look exactly like they’re from the 1880s.

PAYNE: I hope so. Sometimes you set something in one place, but it actually looks more like it used to look somewhere else. And then, you have to deal with the whole damn tax incentive crap.

You might be in New Mexico.

PAYNE: No, that doesn’t look at all like Nebraska.

Viggo shot the majority of his film in Mexico, and then other shots in Canada, in Ontario.

PAYNE: The Revenant was shot in B.C., I think. McCabe & Mrs. Miller was shot in B.C.

Listen, I am so curious, is the Western thing the thing you’re spending the most time on?

PAYNE: No, the thing I’m spending the most time on right now is talking about this movie. I’m just starting that. What did I do yesterday? I ordered a new dishwasher from Costco because the first one that came didn’t fit.

Is that true?

PAYNE: Yeah, it was three-eighths of an inch off.

Do you blame them?

PAYNE: The buck stops here.

At least you’re taking responsibility.

PAYNE: The guy with the thumbs. So, I’ve been having to do a bunch of life crap before really, really getting back to writing. It’s a blessing to have a movie that the studio wants to promote and you wanna talk about. That’s wonderful. And I look forward to getting back to creative work.

What’s interesting with the strike is that it’s mostly directors that are getting out there and promoting their work.

PAYNE: It’s about time.

Right, exactly. Being serious, though, there have been many directors in the past, like Kubrick, for example, who really did not ever want to explain their stuff, and they wanted the work to speak for itself. There are other directors that will break down every aspect.

PAYNE: This is a good question to end on. I finally was able to articulate it to myself, which is that I can and will talk about process. I can’t and won’t talk about themes. I won’t explain anything in the movie. If you ask a director about, “How did you do this? How did you do that?” The logistics, you can talk about. But, “Oh, it seems like all your movies have disgruntled middle-aged men in them,” leave me alone, man. I don’t know how to talk about that.

The Holdovers screened at TIFF 2023. Special thanks to MARBL Restaurant for hosting Collider as well as the additional sponsors Sommsation, a top wine experience brand and online shop and Molson Coors’ Blue Moon Belgian White as the beer of choice at the Cinema Center. Additionally, Moët Hennessy featuring Belvedere Vodka featured cocktails and Tres Generaciones Tequila.