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"That's why I got into directing, so I can just protect what I wrote." Those are the words of Academy Award-winning screenwriter and an Academy Award-nominated director Alexander Payne, after recounting his story of what it's like to work with Adam Sandler. Payne wrote a screenplay that looks nothing like the finished, and quite terribly received, 'I Now Pronounce You Chuck and Larry' (as he puts it, his script was "Sandlerized"), a movie that Payne now, retroactively, regrets not directing himself. Which would have been an interesting choice, considering that Payne hasn't directed a film since 2004's Oscar darling, 'Sideways.' That is, until now: With his new film, 'The Descendants,' Payne is right back in the heat of the Oscar discussion. (Also, for the record, Adam Sandler has nothing to do with 'The Descendants.')

In Payne's 'The Descendants,' George Clooney stars as Matt King, a man whose wife was just involved in a terrible boating accident, leaving her in a coma. Which would be bad enough if Matt also didn't have to deal with the newfound realization that his now-comatose wife was having an affair with a successful real estate agent (played by Matthew Lillard). Moviefone sat down with Payne for a long discussion about his return to directing, the nuances of directing stars like Clooney and Jack Nicholson, why he cast comic Rob Huebel and the somewhat forgotten Mathew Lillard in 'The Descendants,' his experiences with Adam Sandler, and how 'Election' was inspired by 'Casino.' (Oh, but not before I asked Payne the most idiotic question he's heard all day.)

I know not all of your movies take place in the Midwest, but why did you want to make a movie in Hawaii? I've never seen Hawaii portrayed quite that way...
[Laughs] That's the most idiotic question I've heard all day! Why Hawaii?

That's fair. OK, why don't you make every movie in Hawaii?
Not a bad idea. But, seriously, not just for the obvious -- the sun and the surf and all that kind of stuff -- the social fabric there is pretty complex and pretty interesting. I don't know if you've ever been out there...

I have not.
Go.

Your casting choices are very interesting. I wasn't expecting to see Rob Huebel and Matthew Lillard.
You're the first guy to pick up on Rob Huebel. Yeah, nobody has asked about him so far.

Well, I just don't think of him as a guy in a dramatic role.
And Mary Birdsong comes from improv; she was on 'Reno 911.' And Matt Lillard and Judy Greer are all quite adept at comedy. Plus, Clooney himself. So I feel quite comforted having comedic actors around doing dramatic parts.

Why is that?
Because they know the absurdity that lies beneath all human experience. And they also might have sharper timing. Also, just on an experience level, in auditioning all of those parts, so many people came in and auditioned those things in such a heavy fashion, or a melodramatic fashion. I began to doubt the screenplay.

I spoke to Matthew Lillard. I have to admit that I'm happy to have him back in movies, but why Matthew Lillard?
Well, I'd never seen him in anything. I'd seen 'Scream' many years ago, but I didn't remember it. He just auditioned well. And I had no idea that he was in 'Scooby-Doo' movies until after I cast him.

He mentioned that he almost canceled his audition because he had a prior commitment with his family.
I think he got the call that morning. And he had his family in the car downstairs and he goes, "I'm really sorry, I don't mean to be a dick, but I just have to do this fast and go because I have my family in my car." And he didn't expect to get the part anyway. I told him later when I called him up to cast him, "You should do more auditions with your family in the car, because you did it quickly and efficiently." One thing that drives me nuts is actors who take forever in an audition. They think doing it slowly and really milking the moments is a way to go -- and it isn't. Just stand there, recite the dialogue exactly as written and beat it.

Why do you think actors milk the moments?
They want to impress. My heart goes out to them, you know -- they want to do a good job. It's tough in an audition, too, because the whole situation is so intimidating. So it requires indicating. You can't do real human behavior because nothing around you is real.

What's the difference in your directing style when you're directing a big star like George Clooney or Jack Nicholson?
[Pauses] The only difficult part about working with Jack Nicholson was the attitude of the crew toward him. A lot of reverence. Which means, "Oh, let's make sure he's always comfortable. Let's immediately get him back to his trailer. Let's do this. Let's do that." And it never came from Jack, who was nice as pie and totally game. But he's like the pope. Paul Giamatti and Clooney, however, make it very clear early on that they want to hang out on set and just be part of the crew. And they are crew people, but their job on the crew just happens to be acting. They don't think they're any more important than the gaffer or the key grip. Things move quickly when you have actors who are game like that ... and I like to move quickly.

With Clooney, are there any special nuances needed because you're directing a guy who is a director himself?
It makes it easier. You actually need fewer nuances. Don't forget, he and Nicholson both directed movies. It's so much easier to direct an actor who has himself or herself directed because they understand the director's problem. And they are only too eager to serve and make it easy on the director. And they know what pains in the ass actors can be.

I always envisioned set confrontations like, "Well, if I were directing, I'd do it this way."
I've heard stories of Orson Welles saying, "You're putting the camera there?" But that's just anecdotal. Like, I would love to know what is was like to direct John Huston. He was in a number of films -- notably, 'Chinatown.' But I'd like to know what he was like on set.

You should make a movie in which all of your actors are also directors. For example, I always enjoyed the late Sydney Pollack as an actor.
He's wonderful. He was so good in 'Husband and Wives.'

Even more recently, he was great in 'Michael Clayton.'
Yeah, 'Michael Clayton' ... and 'Tootsie.' And even, he brought a lot of life to 'Eyes Wide Shut.'

That's my favorite character in that movie.
He lightened the film a little bit. The film is a bit lugubrious.

Do you want to act?
I would. I would enjoy it, but I would need a good director. Actually, when I think about myself acting, I think I'd enjoy stage more. Because then you have the energy from the live audience to propel you -- and I can be a bit of a ham. But to find emotions in front of that hideous, blinking cyclops ... and all of those lights and all of those burley men, it's very off-putting. I have immense respect for film actors who can remain focused and concentrate with all of that shit going on around them.

You seem to have a lot of luck with the actors that you've worked with.
[Nodding] I cast well!

Has it always worked out?
There's only one actor I've had who was very difficult. And you can't say who it is.

Why does it take so long for your movies to get made? It seems like a few projects have fallen apart.
Yes and no. I mean, from 1996 to 2004, I had four movies in pretty fast succession. I've had two gaps, from 1990 to 1995, which was my graduation from film school -- and now from 'Sideways' to this. I wanted to jump immediately and make another film, but Jim [Taylor] and I got stuck writing this really hard script that I still haven't made: A large canvas, science-fiction satire film, which I'll get back to in a couple of years. But I want, now, to move very quickly from film to film.

Is 'Nebraska' officially next?
It's tentatively called 'Nebraska.' It's a father-son road trip from Billings to Lincoln.

Is that cast yet?
No.

I've seen Gene Hackman's name mentioned...
That's all bullshit. It's true that we have talked about those actors, but no offer has been made.

I'm not sure if this is a sore subject or not, but what happened with the 'I Now Pronounce You Chuck and Larry' situation with Adam Sandler.
I can tell you exactly what happened. Adam Sandler has his own way of making movies. Let me just say, when Jim [Taylor] and I wrote that script, we didn't write it for Adam Sandler. We wrote it for a director named David Dobkin who did 'Wedding Crashers.' And he was supposed to do that and we were brought on to make that premise work -- and we're very proud of the screenplay we wrote. We wrote a pretty darn good screenplay. And then turned it in and kind of forgot about it. We were doing something else and, later, Dobkin dropped out and Adam Sandler got involved and brought in his team to ... well ... to "Sandlerize" it. It's not what we wrote. It's a little bit what we wrote, structurally, and that's why we got screenplay credit on it. Because even though we changed it, they still maintained enough basic, bare-bones structure that Jim and I had put on it. Nor did Jim and I originate that project, we re-wrote someone else and we were very proud of out script. In fact, in a way I wish I had directed it, in retrospect, because it's not a bad comic premise. Our title for it was 'Flamers.'

Ah, a double meaning.
Yeah! Fun! But ... so it goes. That's why I got into directing, so I can just protect what I wrote.

A lot of people still regard your best movie as 'Election.'
A lot of people say that.

Do you like hearing that? That movie was 12 years ago. Is there any sense of, "I'd like to think I've improved since then."
Yeah ... and I'd still be capable of making 'Election.' I just service every story in the way that I think it needs to be serviced. And that one needed that very crisp ... it's just an unusual screenplay suggested by an unusual book. I will say it's the only film that I've made in which I don't feel is too long. And I think it really has a uniquely good rhythm. If you watch it, you can almost bob your head to it. There's a metronome to it that's just right. The metronome rhythm might change, but it keeps going. It has a big forward propulsion. And I like the multiple voiceover in it, that's one of the main reasons that I wanted to do it. Visually, it's made by a young guy who was in intoxicated by 'Casino.' So there's a roaming, restless visual style to that was very much inspired by 'Casino' -- a movie I still admire greatly.

Does that mean that you think 'The Descendants' is too long?
It's a little too long. It's OK.

Don't you have the power to change that if you think it's too long?
Yeah ... no. I'm aware of all of it. 'The Descendants,' for all of its languorous pace, is actually quite brisk. And if there's one thing about the film style of 'The Descendants' that I think is pretty good is its efficiency. And that's one of the things, also, that keeps it from being sentimental. It has a certain clinical, "All right, let's keep moving. Let's go." It doesn't milk anything too much.

For the record, I don't think it's too long.
Thank you. But 'Election' is really crisp. And it also has a cynicism and a bite, which, mercifully, so far, have not aged. The movie holds up.

And high school movies have a way of becoming dated very quickly.
Well, it's made by a director who the last thing in the world he wanted to do was make a high school movie. Yeah, that one is pretty good. And Reese Witherspoon and Matthew Broderick are so good in it.

It was very nice to meet you.
Very nice to meet you. All the best with [mimics the Mr. Moviefone voice] MOVIEFONE!

I just saw Alexander Payne do the Moviefone voice.
Yeah ... I bet you get that a lot.

[Photo: Fox Searchlight]



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