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How the Warm, Elegant Look of The Holdovers Came Together

Director Alexander Payne and cinematographer Eigil Bryld needed a lot of snow, and actors up for the task, to tell the quiet, melancholy story of three people spending Christmas at a New England boarding school.
Paul Giamatti stars as Paul Hunham
Paul Giamatti stars as Paul HunhamCourtesy of FOCUS FEATURES.

Alexander Payne’s The Holdovers is a period piece that’s more like a time capsule, with the look of film grain and even vintage lenses to make it feel like a movie that’s been locked in a vault since 1970, when it is set. Payne and cinematographer Eigil Bryld, who first met for a Scandinavia-set project that didn’t go forward, took inspiration from films from the period like The Last Detail and The Graduate, but also from their own deeply held beliefs about how film language can work. As Payne puts it late in our conversation, with Bryld nodding beside him, “God gave us tripods for a reason.”

Set over Christmas break at Barton Academy, a fictional New England boarding school, The Holdovers stars Paul Giamatti—reuniting with Payne for the first time since Sideways—as the pretentious, deeply unlikable Paul Hunham, a classics teacher who is stuck chaperoning the students with nowhere to go over the holidays (a.k.a. holdovers). Angus Tully (Dominic Sessa) is one of those kids, a smartass who is also genuinely smart, and who is anguished over being left behind by his mother and new stepfather as they take a belated honeymoon—not that they’d ever admit it. Also stuck at work is kitchen manager Mary (Da’Vine Joy Randolph), who still treasures Barton as the last place she spent time with her son, who has recently been killed in Vietnam.

The Holdovers is a deceptively simple movie about a small cast of characters in very familiar settings, but as Bryld puts it, “simplicity is not always simple to achieve.” Ahead, he and Payne discuss six key images from the film, the snowy backgrounds that sometimes threatened to become too much snow, and the shot they gladly stole from The Godfather.

The Window
Da’Vine Joy Randolph stars as Mary Lamb.Courtesy of FOCUS FEATURES.

The early scenes in The Holdovers establish the many spaces of the fictional Barton Academy, including the dimly lit kitchen where Mary is in charge of the dining hall staff. The production filmed at several real prep schools to cobble together the space, and for the kitchen relied on the private Wamsutta Club in New Bedford, Massachusetts.

Alexander Payne: From a directorial and production design standpoint, [the goal was] just to have a lot of character, and layers, and be really lived in. I hate to say period, but it’s just as though it was unchanged for decades.

Eigil Bryld: That was really a time capsule. We only used the kitchen but we didn’t have to do much. I mean, we spent more time turning lights off. We wanted to keep a fairly simple sort of lighting style where there’s usually one source of light, it’s not coming from too many different directions. It’s [Mary’s] little stage there. It’s also her domain, and, obviously, she runs it.

The first time the audience sees Mary is a bit earlier, before the rest of the staff has left for the holiday break; she’s in the kitchen stirring oatmeal. Bryld describes the introduction as “a portrait of a woman at work.”

Bryld: She’s in charge and she has grabbed us. We want to spur some interest in the audience and [have them] thinking, Well, who is this character? And hopefully think, I hope we get to meet her again. One of the things that I think works so well in a lot of ’70s movies is the way the shots are designed. A lot of it is about the point of view: Are you inside the scene? Are you with them? Is there an intimacy with the camera and the access? Or are you outside and sort of looking at it? And that makes it always something that you have to be aware of.

A lot of it is, obviously, instinctual. Because for a lot of comedy, it’s fun to just step back a little bit and actually observe it and let it unfold. At other times you want to be inside the character or in their intimate sphere. That, obviously, comes first because where you put the camera really sort of determines everything else.

The Snow
Dominic Sessa stars as Angus Tully and Paul Giamatti as Paul Hunham.Courtesy of FOCUS FEATURES.

The Holdovers takes place over Christmas in New England, which means there had to be snow. In this shot, Angus and Paul are realizing they are the last ones standing after the rest of the holdover students have taken off on an especially wealthy kid’s family helicopter. It’s one of many shots in the film with a blanket of snow in the background.

Payne: We made damn sure to start production early in January because winter happens a little later than it used to. You don’t get as much snow anymore in November and December, it’s more January to March. Well, the timing worked out and the answer to our prayer for snow was so often granted that we sometimes had too much snow and lost some days of shooting, we couldn’t get the trucks in.

Bryld: We did cheat occasionally and added snow both in front of the camera and later on digitally. But that can very easily look a little applied. So we were really praying for snow.

Payne: Once or twice these production people, the ones who were counting the money, looked at me with sallow faces and said, “Do you really want to put us and the crew through a sixth day of shoot, or maybe even a seventh consecutive day?” And I said, “Yes.” Because if we hadn’t, the damn snow was going to melt and we wouldn’t have the shot. We had a combo pack of snow from the gods and then snow from a demigod who was Adam Bellao, a special effects guy. He and his crew were absolutely indefatigable in creating snow, and trucking it in, and putting it down where we needed.

Bryld: Snow is kind of a blank canvas in a way. There’s sort of a simplicity to it. We didn’t always get the bleak skies we were looking for. But we wanted the image of the characters to be able to stand out and not have too much visual information [around them]. It’s a gentle canvas, the snow.

The Pommel Horse
Dominic Sessa stars as Angus Tully.By Seacia Pavao/2023 FOCUS FEATURES.

Testing Paul’s limits after trying and failing once again to get in touch with his parents, Angus leads the teacher on a chase through the school through the gym, where he runs to execute a flip over the pommel horse that ends in a dislocated shoulder. The jump takes place in a long shot, with a cut back to Giamatti’s horrified face—an image so striking it became the freeze frame in the trailer.

Payne: That’s pretty standard filmmaking 101. Watch the stuntman do it, cut to the other guy watching, then cut back and it’s your actor. They’ve done that since the early days.

Bryld: It is sort of deadpan which makes it funny as well, because, obviously, it’s not a big stunt.

Payne: It should look lame. Deadpan and lame. I actually had him do it about 8 or 10 times, because he was too graceful. He was too athletic in how he did it, then we finally got one where it looks like he’s actually out of control.

Bryld: I got to say, Dominic could almost have done it. That cartwheel he does in the sequence just before was pretty impressive, so maybe he could’ve done it himself.

Payne: Dominic came up with it. He said, “Hey, can I do a cartwheel?” I said, “Show me.” I said, “Let’s do that.”

The Christmas Party
By Seacia Pavao / 2023 FOCUS FEATURES.

After a few days of forced proximity at the school, Mary, Paul, and Angus finally begin to approach actual friendship when they go together to a Christmas party held by the chipper school employee Miss Crane (Carrie Preston). As their body language indicates in this shot, they’re not exactly comfortable as a group yet.

Payne: Even the basement, where those kids are doing their arts and crafts, was all in that time capsule of a house. And the kitchen, when Mary is overcome with grief, we didn’t do anything to it other than put things on top of the counter.

Bryld: The dishwasher was the real thing. I don’t understand how you’re going to have a working dishwasher from the ’70s but there you go. It was a great house visually. We were struggling a little bit this day because we were striving for simplicity, and obviously simplicity is not always simple to achieve. It was really about making sure the camera was in the right place. The style of moviemaking should never be that you just do a bunch of angles and then hope one of them works. Because we’re photographing all three of them, but at the same time it’s also three individual portraits. At this point in the story, they’re not fully developed in their relations and they all have their own agenda.

Payne: They’re not quite a team yet. Almost, but not quite.

Bryld: I think it’s funny as well because they all have different reactions to coming into this party and are not fully comfortable. So finding out exactly how to sort of frame that and not be so wide. We shot in a little different aspect ratio than most American films in the ’70s.

Payne: Most movies are 1.85. There’s 1.66 which is what we shot, which isn’t very common. It was more of a European format, I think, in the ’60s and ’70s. All movies up until about 1953 were 1.33, the Academy ratio. Pawel Pawlikowski’s two wonderful films, Ida and Cold War, are both 1.33. And I understand Lanthimos’s new movie, Poor Things, is 1.33.

All the kids are starting to do it, stuff that financiers would’ve wanted to put the kibosh on not very long ago, now it’s a free football, thank God. This was actually a scene where it would’ve been a little bit better to be wider, we could have gotten more into one shot. The boxier you get, the better it is for close-ups.

Bryld: You have to step back a little bit to hold all three of them but still be close enough that you can really see them, which was not easy [since] we’d given ourselves the restriction of that aspect ratio. But what paid off is that it’s a little more like a postage stamp, it sits well in front of you. It’s more unassuming, I think. There’s an immediacy to it that I think we both find attractive.

Payne: What happens in the party sequence, which is quite a number of script pages in, is each of the characters is pulled away from the others. Each has his or her own story. So it’s nice that we begin showing the three of them together.

The Close-Up
Dominic Sessa stars as Angus Tully.Courtesy of FOCUS FEATURES.

On Christmas Day, Paul agrees to take Angus on a trip to Boston where they drop off Mary to visit her sister. Angus and Paul wind up visiting Angus’s father, whom he’d previously claimed was dead but is in fact living in a mental institution. At a restaurant afterward, in a long unbroken shot that slowly pulls away from him, Angus explains to Paul how his father’s mental state deteriorated.

Payne: One thing that’s lovely is that there’s Paul Giamatti, who can do anything. But then to have found this kid who it turns out also can do anything, it means that I could do what I most like to do, which is do a lot of pages of dialogue in one shot. [Earlier in the movie] when they’re walking down the street, leaving the Winning Ticket Saloon and he talks about who he’s killed in Vietnam, we could then construct the kind of shot I like to do.

I’m so blessed when actors can do that. And then the shot that I am sort of proud of is Angus’s explanation of what happened to his father. And it starts on a tight close-up and zoom, zoom, zoom, zooms back, which was stolen from the first shot of The Godfather. Or let’s call it inspired by. Or don’t say it at all and make them think I thought of it. I mean, no shot’s entirely original.

We start on a tight close-up and are zooming, zooming, zooming back, and then suddenly revealing not just photographically, but also sonically, where we are because that shot begins in silence. And then the sound of the dining room, the restaurant creeps in gradually as the shot widens. So that’s all cool stuff to do but we could do it because the actor could do it. If the actor couldn’t do it that shot wouldn’t be in the film. In the kitchen cooking, you work with what you have. And if you have good ingredients then you can really go to town.

Bryld: On those shots, we didn’t do any coverage which is bold. It sort of brings you into the story a little bit by stepping back. For most directors, it would feel safer to go in and say, “Oh, why don’t we just make sure.”

Payne: To do what? Insurance?

Bryld: Well, an insurance would be like to do a two-shot from the front and looking down.

Payne: Hell no.

Bryld: But it wouldn’t add anything. By shooting very sparse, in a way, it focuses everything. Because as soon as you start shooting for insurance or for “what if?” then things very quickly get diluted.

Payne: That coverage bacteria. Also, I’ve only basically had low budgets, and the blessing of lower budgets is you have to make your days. It really forces discipline of camera placement. There’s a way in which lower budgets force you to search for precision and elegance.

The Headmaster’s Office
Dominic Sessa as Angus Tully and Da’Vine Joy Randolph as Mary LambBy Seacia Pavao/2023 FOCUS FEATURES.

Once school is back in session, Paul is brought into the headmaster’s office to meet with Angus’s mother and stepfather, who have found out about his visit to his father. The boy sits outside in the hallway while his potential expulsion is discussed, and Mary comes to sit next to him. The camera, placed on a tripod, follows Mary’s movement through the hallway and stays still after she sits and reaches out for Angus’s hand.

Payne: That’s just staged all in one shot. We did get coverage of her face, her reaction to hearing that the boy might be sent to military school, and her thinking about her son and making the decision to go sit by him. But then in editing we thought we didn’t need that shot.

Bryld: I think overall in terms of the camera movement in the film—we’re lazy, we only move the camera if there’s a reason for it. It has to be motivated. In this shot here, I think it’s a real tenderness because it’s not a close-up. The only movement in the frame is Mary extending her hand, and it works in the wide shot. If the camera isn’t moving that much then you start noticing all the little details.

Payne: God gave us tripods for a reason. I can’t stand all this artificial bullshit shaky cam you see all the time. I guess maybe give it to me in a show like The Office or something. But they think it’s appealing to have hired bad documentary cameramen to do these things.

Bryld: I mean, it’s indecision really.

Payne: It’s lazy.

Bryld: It is lazy.

Payne: It’s an excuse for laziness. See The Wire. The Wire’s one of the most authentic shows you’ll ever see and they use tripods and dollies.

Bryld: I think it really helps giving the audience time to have their own eyes wander around, so we’re not forcing down their throat what they’re looking. If everything is moving, then this forces your eye to look for whatever you’re being pointed at directly—as opposed to taking a step back, locking the camera off, and being at just the right distance. And then trusting that the audience is going to see something interesting.

Payne: If everything is moving, nothing is moving.


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