The Rough Cut: Finding Discomfort and Joy in “The Holdovers”

Longtime friends and collaborators, Alexander Payne and Kevin Tent, reunite once more for their eighth feature film, The Holdovers!

The Holdovers plot summary

The Holdovers tells the tale of Paul Hunham (Paul Giamatti), a curmudgeonly instructor at a New England prep school who remains on campus during Christmas break to babysit a handful of students with nowhere to go. He soon forms an unlikely bond with a brainy but damaged troublemaker, and also with the school’s head cook, a woman who just lost a son in the Vietnam War.

In our discussion with Alexander Payne and Kevin Tent, ACE, we talk about:

  • The benefits of being an amiable, affordable, and available editor
  • Demonstrating your ability to not edit
  • Coming out of the Criterion closet
  • Giving a hall pass to laugh early in the film
  • How it takes an audience to complete a film

Editing The Holdovers

Matt Feury: For as much as I like to think I know you guys, I have to admit, I’m a little fuzzy on how you met. Alexander, did you just put an ad in The Weekly for an amiable, yet affordable editor? Or was it a friend of a friend? Was it an agent? How did you find Kevin?

Alexander Payne: I had finally scored my first feature and I didn’t have an editor. I called up an editor I knew named Carol Kravitz Aykanian. She was at AFI when I was at UCLA in the 1980s. I called her and said, “Hey Carol, you’re too busy and probably too expensive to cut this feature. Can you recommend someone?” She recommended two names, Bill Johnson and Kevin Tent. I met both of them and, sorry Bill, wound up choosing Kevin.

Kevin Tent, ACE: Bill was busy that day anyway.

Alexander Payne: Bill went on to have a phenomenal career editing and directing The West Wing and so forth and so on. Anyway, Kevin dropped off his VHS reel at my house in Koreatown in Los Angeles at about seven thirty-one in the morning and here we are nearly thirty years later.

MF: I love to tease Kevin and say that if I introduced him to people today, I would say, “Meet Kevin Tent, Oscar-nominated editor of The Descendants, Sideways, and now The Holdovers.” But if you met him back in 1996, I would have said, “Meet Kevin Tent, editor of Not of This Earth, Frankenhooker, and Basket Case 2.” Basket Case 2, which was not nearly as good as the first Basket Case.

Kevin Tent: Absolutely.

MF: So, he dropped off that VHS. What did you see in his work that made you go, “This is the guy?”

Alexander Payne: The first clip on his reel was a two-minute take with no editing at all. I called him up and I said, “Hey, what’s with putting on a two-minute-long fluid master on your reel?” He says, “That shows I know when not to cut.”

That shows I know when not to cut.

Kevin Tent: I don’t remember saying that exactly, but that is a good clip. It was from a movie called Guncrazy, directed by Tamra Davis. It is a long master that moves around, but then it gets intense, quickly. That was kind of jarring. We didn’t have the coverage, so it wasn’t like I could cut into it anyway. But it worked because you got lulled and then suddenly it got violent. It was a little shocking.

MF: I’ve heard that The Holdovers began its life as a TV pilot that writer David Hemingson pitched to Alexander. Then he said, “I don’t want to do this as a TV pilot. Let’s do this as a feature.” Did you know about The Holdovers before it was rewritten as a feature? Does Alexander ask you for notes on these things? How does he bring you into the fold when he starts a project?

Kevin Tent: What you have is not completely accurate, but it’s close.

MF: Not unusual.

Alexander Payne: It’s not accurate at all.

MF: I’m off to a good start.

Kevin Tent: I was trying to be polite.

Alexander Payne: It’s simple. I stole the idea from a 1935 French movie that I’d seen at a film festival about a dozen years ago. I thought, “That’s a good premise for a movie. Not how the story pans out, but the premise.” I was sitting on this premise for years thinking, “I have to go out to a prep school someday and research that idea because I’m not from that world.”

Then, about five years ago, I received, completely randomly, a TV pilot set at a boarding school. That’s when I called up the writer and said, “Hey, you’ve written a great pilot. I want to do it. But would you consider writing a story for me set in that same world?” That’s how it happened.

Kevin Tent: I think you had around forty-five pages written, right?

Alexander Payne: Could be. David was sharing portions of drafts with me during the process.

Kevin Tent: I remember reading forty-five pages and thinking, “This seems great.” It was not a full idea. You usually send me the script when you’re thinking seriously about something. You have so many balls in the air, but when you start focusing on something, you’ll usually send it to me.

Alexander Payne: Yeah. Just to get his read, mostly as a friend and filmmaking partner. If it’s passing muster then he looks into his editorial crystal ball and tells me, “That scene will probably hit the floor and that scene will probably hit the floor.” But at first, it’s just about how it bounces off him. “Is this a movie?”

MF: This is another thing I might be getting wrong, but I believe The Holdovers is the first feature that you’ve directed where you didn’t have a hand in writing or adapting it.

Alexander Payne: Again, you’re only partially correct. Out of eight features, it’s the second one where I don’t have a screenwriting credit, which is fine. Ten years ago, Nebraska came to me as a screenplay. Sure, I get under the hood, bevel the edges, and put in some of my jokes. But that was Bob Nelson‘s conception and execution.

The Holdovers was my first experience directing a writer. I had the idea. David Hemingson and I hashed out the story idea together. He would send me different versions  the story so that I could say yes or put the kibosh on it. We hashed it out together.

He wrote a script and came up with a bunch of stuff that I never would have thought of. Then I had to get under the hood a little bit and make it more personal to me. In the end, David and I wound up with a story that was my premise, his screenplay, and personal to us both.

MF: Does that change your process with Kevin or the way you work together in the cutting room?

Alexander Payne: Zero. By the time it’s going into the directorial sausage grinder, it comes out the other side in post as material for us to edit. That process is always exactly the same. Each movie has its particular tone that we deal with, but where the sausage comes from has nothing to do with what we’re doing on the back end.

MF: Kevin, I don’t know if you’ve ever seen Alexander’s Criterion Closet Picks video where he picks out some of his favorite movies from the Criterion Collection. Regardless, I’m sure you know what a serious cinephile he is. Knowing that he has that deep well to draw from, does he ever give you reference movies to look at?

Kevin Tent: Yes, that’s happened. Mostly, he will see movies and say, “You have got to see this movie. This is something else.” When we first started working together, it was a little overwhelming because he had such a library of films in his head. I went to a little film school over here out on Vermont Avenue, LAC College.

Alexander Payne: No, no, no. That’s an excellent film school. Come on.

Kevin Tent: It was. It was perfect for me. But there was very little theory. There was one film history class. We watched eight films in a whole semester. But I tried to catch up because he would say, “Have you ever seen High and Low?” and I’d be like, “No, I never saw High and Low.” Then I’d go and see that. I tried to catch up over the years but there’s no way to catch up with his library of films. He still goes and sees films all the time.

Regarding The Holdovers, if there were films that influenced us, I had probably seen those. Films from the 1970s and stuff like that.

MF: After eight films together, you both have a body of work that’s now influencing other people. You’ve created so many things to draw from. For example, in Sideways, Paul Giamatti’s character is a teacher, just like in The Holdovers. He also has somewhat of an obsession with porno magazines in both movies.

Alexander Payne: No, he doesn’t look at porn in The Holdovers.

MF: Isn’t he sneaking a look? Is that one of the students?

Alexander Payne: Yeah, Angus did. That was Angus.

MF: I’m going to blame that on the editing. But it was a reference to a porn magazine. There’s also a shot in The Holdovers where you’re dissolving into a slow zoom into Angus on the phone. It reminded me of a shot in Sideways where Miles is on the phone in the hospital. You do a slow dissolve into him on the phone with Maya. Clearly, I’ve watched Sideways one too many times. Do you notice things like that? Are you aware of things like that?

Alexander Payne: No, and I’m a little depressed by that question. I didn’t know it was so repetitive.

MF: I’m the repetitive one. I was just looking for things like that, I guess.

Alexander Payne: By the way, Kevin, you know what I bought off eBay this week? I bought a print of Sideways. I’m sure it’s a release print. I was able to bargain with him a little bit and got the price down. I have to answer prints in storage that have never been screened and I want to keep it that way for as long as I can. But since next year is the twentieth anniversary, I thought it might not be bad to have an extra print lying around.

Kevin Tent: I wonder if it’s in good quality or not.

Alexander Payne: The seller didn’t know, but I bought it anyway and I’m going to take it down to the bench at Film Streams in Omaha and inspect it to see what kind of shape it’s in.

Kevin Tent: Wow.

Alexander Payne: Anyway, sorry. Parentheses.

Kevin Tent: Matt, regarding the dissolves, that’s been coming up because we used a lot of them in The Holdovers, but we’ve always used them. It’s been part of our film language since Citizen Ruth. We did some long dissolves on Laura Dern in one of the scenes. We’ve always loved dissolves. There are a couple of interesting ones in The Holdovers. I think people thought they were mistakes. No, we did that on purpose.

People thought they were mistakes. No, we did that on purpose.

MF: Let’s see if I can get this next one close to right. And I have to be kind of right because I was there for it. Kevin, you were so kind to put me together with Alexander so I could bring my daughter to come see him shoot for a day.

Alexander Payne: That was great. That was fun. How’s she doing?

MF: She’s great. We were there on the set the day that Alexander shot what I’ll call the “Crossing the Rubicon” scene. Teacher Paul Hunham is chasing the student, Angus Tully, through the school hallways into the gymnasium. Angus proceeds to take an ill-advised leap over a pommel horse. I know it’s only one day out of an entire shoot, but there were a couple of things that stood out to me.

The first was the way you let things play out. There were long takes. You let the actors act. It was such a very relaxed environment. The other thing that stood out was how efficient you and the cast and crew were at moving around.

There’s this old saying that it’s not the takes that take the time, it’s the time between the takes that take the time. That is not what I saw on your set. You spent all the time on the performance and let the actors do these long takes. When it was done, you were off to the next setup. Before you knew it, we were rolling again.

Alexander Payne: You have to keep it moving. I can do that if I’ve got a good grip and electric team. If they can lay dolly track or get the equipment up and down, and get things lit quickly, then I’m good. I need time for performance.

You have to keep it moving.

MF: Kevin, how does that play out for you? You’re focusing on just two or three characters. For an editor, there aren’t a lot of places to hide when the director has these long takes that are only two people. Some of these quieter, dialog-driven scenes seem like the hardest type of things you might work on.

Kevin Tent: Sometimes it is tricky. Alexander gets amazing performances from actors and I think that’s because he lets them take their time and find the lines properly. We try not to cut too much. We try not to make things too cutty. It is a challenge to keep things moving and to pick up the pace while keeping the performances solid.

That was probably our biggest challenge, and we had some challenging scenes. We had some fairly long talking scenes and we were trying to condense them as the film was evolving.

MF: The tagline for the film is “Discomfort and Joy.” Is this a comedy with surprisingly touching, emotional beats, or is it a drama with a great sense of humor? Having seen the film, I think it’s the latter. How do you play up the comedy versus the drama? Is that something that is always a delicate process in these films?

Kevin Tent: In this film, yes. Not so much in other films. I’m thinking about The Descendents, where we toned back the comedy because it felt a little forced. I think the tone kind of came prepackaged on this one. Nothing ever seemed forced when it came to the comedy.

In the past, we have regulated that editorially. But I don’t remember doing that in The Holdovers. I think we knew the moment when Angus dislocated his shoulder was going to be funny. And Paul’s face is just so expressive. He’s so hilarious.

Alexander Payne: Let me just say one specific thing. It doesn’t answer your question directly. So often in the first reel of a movie, if it’s a comedy and there’s a mixture of the tones, either an early viewer or your financier will say, “Give them permission to laugh.” Do something early in the movie that makes a laugh so people have permission to laugh. That’s fine.

But in this movie, the credit sequence has a pretty melancholy song over it. Maybe we trusted that it was going to be a comedy, but the first reel allows everyone to let it be melancholy as well. It has this wintery montage and moody music. But then we abruptly cut off the music and go inside the apartment, so that kind of says both. It says, “This is melancholy. This is a drama and a comedy, right?” Then Paul Giamatti comes in and you want to laugh immediately because of what he does.

Kevin Tent: And the Preparation H scene.

MF: So funny you bring that up, Kevin. I couldn’t help but notice that your credit comes in right after the insert shot of the Preparation H.

Alexander Payne: It’s two shots before. No, it is right after. You’re right.

MF: I get a lot of things wrong, but Kevin’s name and Preparation H? I get that right.

Kevin Tent: I wanted it right on the Preparation H, but Alexander wouldn’t allow it.

MF: I was going to ask if you had any control over that. Was that just where it landed and you said, “I gotta push this over a few frames!”

Kevin Tent: The credits are always super fluid until they’re finalized. I can’t remember how the credits all shook out. We had interesting credits on this too. We did old-school credits, which was a lot of fun. Our sound designer got a main front credit, our music editor got one, and so did Mindy Elliott, our longtime assistant.

MF: Kevin, I think having your name over the Preparation H was an injustice, but I enjoyed the hell out of it. Going back to the beginning of the film, we start with the school still in session. You see the kids and the teachers, and then it’s just “The Holdovers”, which is an extended group of kids. That gets peeled away until it’s just Paul, Angus, and Mary. We get to know them and enjoy spending time with them.

Then, it’s down to just Paul and Angus. You work your way into the core of the movie and the core of the characters. I asked about balancing comedy versus drama. How difficult is it to balance context and worldbuilding when you also want to get to just being with these three characters?

Alexander Payne: Mechanically, in the screenplay, the one thing that we needed to help out was the deus ex machina of all the other boys being taken away by the helicopter. What you described was what David Hemingson wanted in the screenplay, which was to keep the audience guessing within this fairly conventional story. If you don’t know anything about the movie, you think, “It’s about Paul and these boys.”

Actually, it’s not about these boys. It’s about Paul and this one boy, and then the cook. They’re going to be stuck at the school. Actually, no, they’re going to go to a Christmas party and then they’re going to wind up taking a road trip to Boston. So, if I understood your question correctly, which I may not have, I think you’re talking more about how the screenplay functions than the editorial process.

MF: Mostly. I wanted to ask about the impulse to shorten the beginning. In other words, the momentum builds when you’re with these three. You want to be with these three characters. I was wondering if there’s a natural impulse to tighten that part in editorial when you shouldn’t, because things won’t pay off the same way in the end.

Alexander Payne: A little bit. In traditional Syd Field, Robert McKee-style screenplay writing, those other four boys should have left by page thirty, right? In our script, they leave on page forty. So you go, “It’s too late for them to leave.” But on the other hand, having them leave so relatively late, by traditional standards, makes it a surprise. It lulls the audience more into thinking, “This movie is about this group of five.” Then, “No, it’s more of a surprise!” That sort of thing.

We took our time with the credit sequence. Then, in the first reel, we have the scene with the principal. When you have super-talky scenes, you want to tighten them up as much as you can. We hit that scene between Paul and the principal a few times. I still think two shots in there need about six more frames, but oh well.

Kevin Tent: We can add that. We’ll figure it out. I can’t add too much to that. We did tighten a lot from where it was originally. I know we tightened a lot of the scenes to get to where the boys were leaving sooner. We’re always doing that within scenes, dropping lines, that kind of stuff. But I think the screenplay is so amazing.

Alexander Payne: It was pretty tight. We had a tight screenplay.

Kevin Tent: And just the reveal of Paul. Midway through the movie, you find out that he basically ran away from home. Then you find out that his dad beat him. You find out all these things about him so late. Normally, people try to set those things up right at the beginning. I appreciated the way things were slowly revealed in the movie.

I appreciated the way things were slowly revealed in the movie.

Alexander Payne: Matt, I remember having you and your daughter on set. The stuntman was there that day doing all the flips over the pommel horse, and I kept turning to her and asking, “Did you like this one? Which one did you think was funny?” I loved having her on set.

Kevin Tent: I think she picked out which take we printed. She chose take seven out of eight or something like that.

Alexander Payne: She liked those last ones.

MF: And she’s been drunk with power ever since. There’s no telling her anything now.

Alexander Payne: Just wait till she becomes president of ACE. Then you’ll see how drunk she gets.

MF: Is there a particular scene that was the hardest to do? Also, which scene was your favorite? Maybe it’s the same scene.

Kevin Tent: Hardest? Probably some of the scenes where they’re watching The Newlywed Game. Probably those scenes. They were long. I think we dropped some lines in those scenes to try and keep them moving. Those are probably the most difficult, I think. Alexander, what about the scene where we get to meet the boys in front of the truck when they first get held over? That was a little tricky.

Alexander Payne: That was tricky because it’s the worst-covered scene. It wound up being awkwardly covered. It snowed that morning and then the sun came out and it was melting. We had to squeeze another scene in on the back half of the day, so I was rushed. We made it work, finally, but let’s just say there’s a lot of line crossing in that scene. But it goes by pretty well.

MF: Kevin, you talked about setting up the time period with the credits. Needle drops also to set the time period. What is the process that you and Alexander have for that? Do you go out on your own and choose music? Does he come to you with a playlist? How does that work?

Kevin Tent: Usually, we don’t start thinking about music until later on. On this one I started putting music and Mindy, our associate editor and assistant editor for years, started putting music in. Then, we worked with Richard Ford, who’s a music editor and does a lot with all kinds of music. We brought him in fairly early to start helping us with both score and needle drops.

But needle drops are just where titles fall until you get to the end of the movie. You can’t get too committed to anything because it costs so much money and it’s such a back and forth. “We can get this song, we can’t get that song.” It’s a long process.

When I started working on this movie, I couldn’t hear the music. But Mindy put one of the Christmas songs by The Swingle Singers in. I can’t remember if she gave it to me or if she put it in, but that became something thematic that we used a lot, which was great.

MF: Other than audio, how about visual effects? Your last film together, Downsizing, certainly employed a lot of visual effects. You wouldn’t think that plays a part so much in this one, but you had to make Boston in 2020 to look like Boston in 1970. Alexander mentioned the lack of snow. I don’t recall us having much snow in the past few years, but I’m sure in December 1970 there was a ton.

Alexander Payne: We did have a lot of snow. Most of the snow in the film is real, probably seventy-five percent. It was then supplemented with a fantastic local special effects guy who’s on set. He told me that he made 200 tons of snow out of chipped ice to spread out all over the grounds when we needed it.

He also had little Styrofoam sculptures, fluffy cotton things to put around, and snow blankets, which are white things that you lay over grass. That makes it easier for visual effects to lay in the snow later. But most of it is real. Most of the scenes where you see the snow flurries were real snow flurries.

MF: Wow. Okay.

Alexander Payne: There were some big snowstorms in the winter of 2022. We were shooting in January, February, and March. We got dumped on so much that we lost three days of shooting because it was too dangerous to move the trucks in.

MF: Maybe I blocked all that out. I must have seen you in March because there was no snow on the ground then. Going back to the 70s style of shooting, you shot digital and made it look like film. Did you ever consider shooting 35mm?

Alexander Payne: We did, in a big way. I wanted to. The DP, Eigil Bryld, and I shot tests on digital, 35mm, and even 16mm. We realized that we were going to have to do in post that it didn’t make a whole lot of difference. We decided that we might as well shoot digital and have that ease physically and in the budget because we were going to have to do so much to the image. Film stocks are so good these days. Good meaning tight grain.

MF: Kevin, if he had shot on film, would you have considered cutting on a Moviola or a KEM?

Kevin Tent: No. No, sir. We’d be using our Avid. Sideways was shot on film. We worked with a negative on that.

Alexander Payne: And The Descendants. The Descendants was shot on film and I think we conformed the negative. Nebraska was the first film I ever shot on digital.

Kevin Tent: Citizen Ruth was cut on film. We had the old Moviola and the KEMs and all that stuff. I had cut my first Avid thing right before that. I kept telling Alexander, “You’re going to love this Avid thing. You’re going to love it.”

Alexander Payne: And I said, “That’s just a fad.”

MF: There’s still time for you to be right. So, eight films together. Eight films and a TV pilot. Was that Hung? Was that the pilot?

Alexander Payne: Yeah.

MF: I got one right for once. Every project you do, you should learn some things. You should take away something from it. Is there anything in particular for each of you that you learned from working on The Holdovers?

Alexander Payne: Yeah. I’m in the market for a new editor.

Kevin Tent: Gosh, I don’t know. You hope that you keep refining your skills and your craft and all that stuff. We didn’t totally screw it up. That’s a good thing. I just hope people enjoy the movie. I hope a lot of people see it because I think in a way it’s just so fresh.

Alexander Payne: And see it with an audience, right?

Kevin Tent: Reviewers have been saying, “They don’t make them like this anymore” and they don’t. I think that’s refreshing. It’s funny, my son’s friends have been seeing it. They’re young, they’re in their twenties, and they’re connecting with it, which I think is interesting. I think there’s a hunger out there for character-driven films with simple stories. Just nice little stories.

I think there’s a hunger out there for character-driven films with simple stories.

MF: Absolutely. Have you guys seen it with an audience yet? Was there anything about the audience’s reaction that surprised you?

Alexander Payne: I’ve seen it with an audience many times by now. I love seeing my films with an audience, especially if they’re working because that’s when the experience of making it is complete. It takes an audience, not one viewer, but an audience to complete a movie, especially if it’s a comedy. Kevin, I never expected so many laughs during the cherry jubilee scene. That’s what I never saw coming.

It takes an audience to complete a movie.

Kevin Tent: I think that’s because it’s such a warm laugh. They’re so enjoying the film at that point that it’s an expression of how much fun they’re having. It’s not a super funny scene, but there’s something about it that’s moving them.

MF: I think the performances you got out of the actors is what made it so funny. That’s just my opinion. I’m no longer going to say I’m an expert on Alexander Payne and Kevin Tent.

Kevin Tent: No, you’ve done well, Matt. You’ve done well.

Alexander Payne: No, this has been fun. This has been fun.

MF: To wrap it up, Alexander, your knowledge of films is intimidating. I would just love to know, what is Alexander Payne’s guilty pleasure movie? What movie do you love that has no business being anywhere near the Criterion Collection?

Alexander Payne: Here’s the deal with film nerds. First of all, thanks for saying I know some movies. I do. But I also accuse myself of not knowing movies because I’ve met people whose knowledge absolutely dwarfs my own. I’ll never catch up to that. It’s not a competition, it’s about having all the same pleasures as those friends of mine who have seen those wonderful films.

I will recommend a movie. It’s not a guilty pleasure. It’s a movie that I’ve been championing for years. I think it’s a neglected masterpiece. It is a 1951 Western called Westward, The Women by director William A. Wellman.

It’s about the transporting of 150 women from Chicago to California to become wives. It’s based on an idea by Frank Capra and written by Charles Schnee, who also famously wrote Red River and The Bad and the Beautiful. It’s a magnificent movie. But the thing is, there’s no such thing as a guilty pleasure. You are entitled to love any movie you love, no matter how trashy other people think it is.

Kevin Tent: And that movie is Frankenhooker.

MF: I was going to recommend Basket Case 2.

Matt Feury

Matt Feury is host and producer of The Rough Cut podcast, as well as the Sr. Director, Market Solutions – Video & Post for Avid.