Subscribe to The Reader Newsletter

Our awesome email newsletter briefing tells you everything you need to know about what’s going on in Omaha. Delivered to your inbox every day at 11:00am.

Become a Supporting Member

Subscribe to and become a supporting member to keep locally owned news alive. We need to pay writers, so you can read even more. We won’t waste your time, our news will focus, as it always has, on the stories other media miss and a cultural community — from arts to foods to local independent business — that defines us. Please support your locally-owned news media by becoming a member today.

In 1968 Francis Ford Coppola led a small cinema caravan to Ogallala, Neb. for the final weeks shooting on his independent road picture The Rain People starring Shirley Knight. Joining them were future fellow film legends George Lucas, Bill Butler, Robert Duvall and James Caan.

Now a road pic of another kind, Nebraska, is underway here by native prodigal son Alexander Payne. For his first filming on his home turf since 2001 Payne’s lit out into northeast Neb. to make a fourth consecutive road movie after the wandering souls of his About Schmidt, Sideways and The Descendants.

Nebraska began shooting October 15 around Norfolk, where the production’s headquartered, and will complete 35 days of principal photography by the end of November. A week of second unit work will run into early December.

The project is by Payne, Jim Taylor and Jim Burke’s Ad Hominem Enterprises in collaboration with Albert Berger and Ron Yerxa’s Bona Fide Productions and Paramount Pictures.

Despite proclamations he doesn’t care for road movies, much less shooting in cars,  Payne’s once again attached himself to a story of lost and broken people careening to some revelation about themselves.

Asked why he keeps returning to this theme or structure, he says, “I have no idea, I personally don’t really like road movies all that much and it’s all I seem to make. No, none of it’s intentional, I’m a victim. Yeah, it just happened.”

Characters hitting the road is a classic metaphorical device for any life-as-journey exploration and Payne’s not so much reinvented this template as made it his own.

“I think self-discovery is a big theme in his movies,” says Berger.

The protagonist of Schmidt (Jack Nicholson) goes in search of meaning via his mobile home after his life is knocked asunder. In Sideways buddies Miles (Paul Giamatti) and Jack (Thomas Haden Church) indulge in a debauched tour of Calif. wine country that rekindles the love impulse in one and confirms the unreliability of the other.

The by-car, boat and foot journey of The Descendants is propelled when Matt King (George Clooney) discovers his dying wife’s infidelity and sets off to find her lover. What he really finds is closure for his pain and the father within him he’d forgotten.

The bickering father-son of Nebraska, Woody (Bruce Dern) and David (Will Forte), hold different agendas for their trek along the highways and byways of Montana, Wyoming, South Dakota and northern Nebraska. Woody, a unrepentant, alcoholic old coot estranged from everyone in his life, is hellbent on collecting a sweepstakes prize that doesn’t exist. David, the good-hearted but exasperated son, decides to placate his pops by promising to drive him from Billings. Mont. to the prize company’s home office in Lincoln, Neb. by way of several detours. He’s sure his father will come to his senses long before their destination.

This mismatched pair’s road-less-traveled adventure in the son’s car finds them passing through Woody’s old haunts, including his hometown, the fictional Hawthorne, Neb., a composite of Hartington, Wausa, Bloomfield, Norfolk and other rural burgs. At nearly every stop they encounter the detritus from Woody’s life, which like the broken down Ford pickup in his garage he can’t get to run is a shambles of regret and recrimination. Woody’s made the fool wherever he goes.

A longtime nemesis, Ed Pegram (Stacy Keach), is a menacing presence.

By story’s end this father-son journey turns requiem. To salve his father’s broken spirit David performs a simple act of grace that gives Woody a valedictory last laugh.

Producer partners Berger and Yerxa (Little Miss Sunshine), who shepherded Payne’s Election in conjunction with Paramount and MTV Films (1999), brought Bob Nelson’s original script for Nebraska to the filmmaker’s attention a decade ago.

Payne says, “Albert Berger and Ron Yerxa had gotten a hold of it, and asked me to read it, not thinking I would want to direct it myself. They wanted to know if there was some young up and coming Neb. director I knew about who could make it for a very, very low sum, and I read it and I liked it and I said, ‘How about me and for a sum not quite so low?’ And so it was, and they’ve been kind enough to wait for me these eight or nine years since I first read it.

“I read it before making Sideways but I didn’t want to follow up Sideways with another road trip. I was tired of shooting in cars. I didn’t think it would take this long, I didn’t think Downsizing (his as yet unrealized comedy about miniaturization) would take so long to write in between. And then The Descendants came along and now I’ve circled back around to this austere Neb. road trip story.”

The story’s essential appeal for Payne is its deceptive simplicity.

“I liked its austerity, I liked its deadpan humor, I like how the writer clearly was writing about people he knew and representing them faithfully to a certain degree but also sardonically. And I’ve never seen a deadpan, almost Jim Jarmusch sort of comedy that takes place in rural Nebraska.”

The barren, existential landscape should find ample expressive possibilities in the black-and-white, wide-screen visuals Payne and cinematographer Phedon Papamichael (Sideways, The Descendants) plan capturing. Papamichael says the palette they’ve hit upon after much testing emphasizes natural lighting and texture. They’re using a high contrast stock from the ’70s that’s less sharp or defined. Film grain is being added to it.

“We’re really coming to appreciate and love the poetic power of the black and white in combination with these landscapes” says Papamichael, “and of course the landscapes are playing a huge role in this story. It’s scaling the human drama and comedy with this vast landscape. It’s a road movie but it’s also a very intimate, small personal story.”

“Well, I certainly wanted to make one feature film in my career in black and white because black and white when well-done is just so beautiful,” says Payne. “And I knew that whatever film I made in black and white couldn’t have a huge budget, so this one seemed to lend itself to that that way. Then also in reading it I wanted the austerity of the characters and of their world represented also in a fairly austere way and I thought black and white in the fall could be very nice. By that I mean ideally after the trees have lost their leaves – to just get that look.

“Sometimes where you’re in rural America there is a certain timeless quality in all those small towns which have the old buildings. You know, change comes slowly to these places.”

In terms of visual models, he says, “we’ve looked at a number of black and white films and photographs but it’s not like I’m consciously saying, ‘Oh, Walker Evans or Dorothea Lange’ (or The Last Picture Show) or something like that. No, not really. I mean, I’ve seen them. We’re just going to follow instinct in how this one should look like.”

Berger supports Payne’s aesthetic choice, though it came with a price and a fight as Paramount execs reportedly resisted the decision to forgo color. But Payne and Papamichael held firm. Berger feels the project gives Payne a new creative space to work in.

“I always was excited artistically about what he was trying to accomplish,” says Berger. “Clearly we would have gotten a lot more money if we didn’t film in black and white and life would have been a lot easier for the production. Alexander’s films have always had a very authentic look. He’s obviously a great appreciator of cinema and he has a wonderful eye and I think in a way this is his first opportunity to showcase a more iconic, archetypal look.”

Payne may just do for the northeast Sand Hills what John Ford did for Utah’s Monument Valley in capturing a certain beautiful desolation. The play of light on wind, barns, trees and wide open spaces offers evocative chiaroscuro possibilities.

“I think it’s exciting to see what he and Phedon will come up with here,” says Berger. “And it’s scope as well and so that will add yet another dimension. And digital for the first time for him and it’s going to be interesting how that helps us getting in tight spaces like cars and using low level lighting. There’s all sorts of tools at his disposal on this one that he hasn’t had before.”

Berger’s come to know Payne’s meticulous eye for finding locations and actors that ring true.

“Once the script is right and once the cast and the locations are in place I feel he’s completely ready to make the movie. I wouldn’t say the rest is easy but I think that is the critical bedrock upon which his movies are made. I think he’s a filmmaker who’s completely in-tune with what he’s trying to say both emotionally and comedically.  It’s been a real pleasure to be able to watch this evolution in his work.”

Payne says the more specific the character on the page the harder it is to cast, which is why his search for the right Woody and David took so long.

“I just know in the time frame in which I was trying to get this film made these guys rose to the top of my research and struck me and John Jackson, my casting director, as being the right fit.,” Payne says of Dern and Forte.

The irascible yet playful Woody proved most difficult.

“In this case Woody’s a very, very specifically rendered character and I just couldn’t plug any actor in there,” Payne says.

He interviewed-auditioned many, including big names. For the longest time no one matched his conceptions.

“In today’s world it was kind of hard to find someone whom I believed in that part and I didn’t want it to change the character of Woody.”

No compromising.

He finally found his Woody in Bruce Dern, whose daughter Laura Dern starred in Payne’s Citizen Ruth and remains a close friend. What made Papa Dern (Silent Running, Coming Home, Family Plot) the perfect Woody?

“Well, he’s of the right age now and he can be both ingenuous and ornery. And he’s a cool actor. And in a contextual level I haven’t seen on the big screen a great Bruce Dern performance in a few years and I’m curious to see what he can do. He’s a helluva nice guy as well.”

Dern and Will Forte (Saturday Night Live) didn’t meet until they arrived in Norfolk in early October to participate in table readings and visit locations with other principal cast. Any chemistry they produce will be worked out on set. That’s how it worked between Giamatti and Haden Church on Sideways.

“I cast those two guys in Sideways separately. They never met before 10 days or two weeks before we started shooting. Or George Clooney and Shailene Woodley (in The Descendants), they had never met before. I’ve just had good luck with that. Actors know it’s their job to develop some sort of chemistry, hopefully not force it but develop it, and then of course film has a wonderful capacity to lie.”

The casting of Forte surprised many. Not surprisingly, Payne has a considered rationale for the choice.

“Will Forte, physically, I believed could be the son of Bruce Dern and June Squib (who play’s Woody’s long-suffering wife, Kate). and then I just believe him as a guy I would know around Omaha or meet in Billings. He has a very, very believable quality. And I also think for the character of David he is capable of communicating a certain wide-eyed quality toward life and also damage – like he’s been damaged somehow, somewhere.”

Payne’s confident he has a stand-alone project.

“I don’t think you would have seen anyone portray characters like these before. I mean, I’ve never seen exactly this move with exactly this dynamic.”

Payne revised Bob Nelson’s script alone, then had Phil Johnston (Cedar Rapids) take a pass, before revising it again. He admires how close the material is to Nelson’s experience.

“His parents were from Hartington, Neb. and I think Wausa (Neb.) but he grew up in Snohomish Wash. You know how other people summer in the south of France or the Caribbean? Well, this guy used to summer in Hartington, That’s where he would spend time with his many uncles on his father’s side.”

Nelson confirms the hard-tack individualists and towns of Nebraska are composites of relatives and places there and in rural Wash., though Woody is directly based on his late father. He darkened characters and incidents for dramatic effect and invented the sweepstakes storyline. Nelson’s best-known writing credit before Nebraska was for the award-winning Seattle television show, It’s Almost Live. He meant to shop his feature script around L.A. but it quickly got into the hands of Payne, who instantly committed to making it and never reneged. Getting Payne behind it, he says, “changed everything.”

To his surprise and delight, Payne didn’t overhaul his script.

“I’m pretty sure I would have been happy no matter what he did with it because I believed in him as a filmmaker. The fact that so much of my dialogue and so many of the scenes remain is really almost unheard of if you have a writer-director taking over,” Nelson says. “That’s another thing that impressed me. I could tell he didn’t go in and try to turn it into his own screenplay. He wasn’t driven to put his own stamp on it just to do that. He went through it and thoughtfully changed things he thought could use changing but he left in things he thought could work well. For that I’ll always be grateful.

“When he’s rewriting it I think he’s turning in a way already into a director who’s thinking, ‘Do I really want to shoot this scene and do I want to shoot it like that? Is there anything that could make this better?’ You can almost see that going on in his mind. The one thing you hope when your work is adapted is that it will be made better and he’s one of the few guys in Hollywood you’re almost certain will make it better. I really trust him.”

Payne rooted the production in Norfolk after a long search.

“I spent a year driving around Neb. when I had free time – a wonderful education on the state. I considered places like Columbus. Grand Island. Hastings, but I landed on Norfolk because Norfolk has a pretty good number of small towns of about 1,500 people orbiting it, and maybe it’s also no coincidence that that’s the area Robert Nelson was writing about. Hartington is within spitting distance of Norfolk.”

Earlier this year Payne and Papamichael followed the route Woody and David make in the film, traveling for three days in a Toyota owned by Payne’s mother, Peggy, “just to get a feel for the land,” says Papamichael. “He really wanted to convey the feeling of the land to me and that was very helpful. I took a lot of black and white stills.”

Nelson, who’s seen footage and visited the set, says the film’s locations are spot-on.

Finalizing locations and cast members led Payne to make certain tweaks. “Yeah, as it always does,” he says. “I start incorporating locations more into the script and I might steal a line of dialogue or two from an actor in an audition who can’t remember his line or adds an improve that I think is quite good. Or as I’m going along I just think of things which could be better.”

He’s continued tinkering.

After seven years between his last two features he’s moving quickly from project to project now. He expects to jump from Nebraska, whose editing he should finish in the spring, into Wilson, his adaptation of the Daniel Clowes’ graphic novel slated to shoot in San Francisco next fall.

Read more of Leo Adam Biga’s work at

EDITOR’S NOTE: Biga is the author of a new book about Payne. Alexander Payne: His Journey in Film – A Reporter’s Perspective 1998-2012 is a compilation of the reporter’s journalism about the filmmaker. Preview it at Pre-orders are being taken at Biga’s appearing at several venues through the fall to discuss the book and his many years covering Payne. At each venue he will personally sign copies. The book retails for $19.95.

Subscribe to The Reader Newsletter

Our awesome email newsletter briefing tells you everything you need to know about what’s going on in Omaha. Delivered to your inbox every day at 11:00am.

Become a Supporting Member

Subscribe to and become a supporting member to keep locally owned news alive. We need to pay writers, so you can read even more. We won’t waste your time, our news will focus, as it always has, on the stories other media miss and a cultural community — from arts to foods to local independent business — that defines us. Please support your locally-owned news media by becoming a member today.

Leave a comment