The Descendants, George Clooney, Shailene Woodley, Toronto Film Festival

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Review in a Hurry: George Clooney explores death and infidelity with just the right amount of hilarity in writer-director Alexander Payne's follow-up to his Oscar-nominated Sideways. Sort of a Terms of Endearment for dudes, Matt King (Clooney) must find a way to live his life without his wife of 20 years. The Descendants is subtle, unabashedly sweet and, above all, honest.

With a great role for a movie star, an idyllic setting and the best dialogue of the year—this might be the year's Oscar frontrunner.

The Bigger Picture: After his wife is left comatose from a boating accident off Waikiki, husband and father of two Matt re-examines his life's meaning (or the lack thereof). Turns out his spouse had been cheating on him. But Matt will never be able to confront her since the doctor says she'll never wake up. Matt decides her friends and family should come say goodbye to her. He, however, has other plans: confronting the man who slept with his wife.

All of Payne's films (Election, About Schmidt) explore the bitterness that comes from having family, friends and rivals. They usually (except Sideways) take place in the grey-skied dreariness of the Midwest. With Hawaii as a backdrop, that dreariness is still present, but there's not a grey sky to be found. And that's part of what makes the film so effective. As Matt and his two daughters travel the islands to find out more about this mystery man (all they know is he's a tacky realtor) the gorgeous vistas of Hawaii are inescapable. Sometimes, it feels like the scenery is almost mocking sad-sack Matt.

The other part that makes the film soar: the characters, specifically Matt and his teen daughter Alexandra (newcomer Shailene Woodley). Clooney is charming as usual and as Matt he's clearly sympathetic, at least at first. The more we know him the more we can kinda see why his wife has strayed. Here's where Clooney surprises, he suddenly seems like a different person, not just the cool perennial bachelor.

Also making a great impression, Shailene goes toe-to-toe with George in her breakout role. The performances and the script excel at exposing both individuals as vulnerable and extremely flawed. Laced with Payne's trademark dialogue, every exchange resonates.

The key to Payne's films (and probably why he's critic catnip) is that even though his characters are going through major life-changing moments he relishes the small scenes. They deliver the biggest impact. We're waiting to see just what Matt will do when he finally meets the other man in his wife's life, but along the way there are many moments that surprise.

Through all this there are a lot of laughs, too. The loser real estate D-bag is nicely played by goofball Matthew Lillard. The supporting cast includes Robert Forester, Beau Bridges and Judy Greer, who keep Clooney's character from being too emotionally wrecked. He is emotionally wrecked but in an awkward and funny sort of way. And Payne knows this is the best way for his type of therapeutic cinema to go down, with plenty of smiles and a few tears.

The 180—a Second Opinion: Payne's real gift as a writer and director, going right to the brink of uncomfortable and letting it out with genuine laughter, isn't for everyone.

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