Producers: Mark Johnson, Bill Block, David Hemingson   Director: Alexander Payne   Screenplay: David Hemingson   Cast: Paul Giamatti, Dominic Sessa, Da’Vine Joy Randolph, Carrie Preston, Andrew Garman, Brady Hepner, Michael Provost, Ian Dolley, Jim Kaplan, Naheem Garcia, Stephen Thorne, Darby Lee-Stack, Juanita Pearl, Tate Donovan and Gillian Vigman   Distributor: Focus Features     

Grade: A-

From “Citizen Ruth” in 1996 through “Nebraska” in 2013, Alexander Payne directed a remarkable series of intimate comedy-dramas of uncommon humor and pathos.  He stumbled somewhat in 2017 with the larger-scaled “Downsizing,” but regains his footing with this winning period piece about a curmudgeonly prep school teacher who proves in the end to have just a smidgen of Mr. Chipping in his soul.  “The Holdovers” also reunites Payne with Paul Giamatti, the star of one of his best, “Sideways.”

Giamatti is Paul Hunham, a teacher of ancient history at Barton Academy, a posh Massachusetts boys’ prep school.  He’s brutally caustic with his students, whom he sees as over-pampered, unserious paragons of privilege and berates for their poor performance and elitist attitudes.  The time is December, 1970, when the holiday break is scheduled to begin, but he’s not about to let up in his demands on them, causing a spike in their already hostile attitude, which they gleefully express by deriding his physical problems—an ocular disorder that’s earned him the nickname “Walleye” and a condition that gives off a strong odor of fish.

Nor is Paul a favorite of Headmaster Woodrup (Andrew Garman), an erstwhile student of his, who blames him for his strict treatment of a senator’s son and its negative impact on the school’s endowment.  He jumps at the chance to saddle Hunham with the duty of babysitting the four boys who, for whatever reason, have to stay on campus over the break.  At the last minute a fifth is added: Angus Tully (Dominic Sessa), a smart but snarky young man whom Hunham considers one of his class reprobates, and who’s furious that his recently remarried mother has obviously capitulated to her moneyed new husband to keep him away.

The setup seems designed for a prolonged battle between Hunham, who intends to have the boys study as though he were leading detention, and his passel of charges, two of whom—Tully and frat-boy type Teddy Kuntze (Brady Hepner)—detest one another almost as much as they do the teacher.  But scripter David Hemingson throws a bit of a curve when four of the students—including the two youngest (Ian Dolley and Jim Kaplan), Kuntze and good-natured jock Jason Smith (Michael Provost)—are spirited off for a skiing trip in a helicopter by Smith’s father, leaving only Angus, whose parents couldn’t be reached to give their permission, behind with Paul and the only other two people on campus—cook Mary Lamb (Da’Vine Joy Randolph) and janitor Danny (Naheem Garcia), who’s considerate of her feelings; Mary’s still in grief over the death of her son Curtis, a Barton grad who was killed in Vietnam.   

There’s a natural sympathy between Hunham, who’s sensitive to issues of class and privilege, and Lamb; he reacts with real anger when Kuntze disparages her during a dinner before his departure.  (They also share a taste for alcohol.)  But an accommodation between Paul and Angus is much slower to gestate.  It comes gradually, when the teacher must take the student into town for medical care after he injures himself, or they go to a Christmas party thrown by Woodrup’s considerate secretary Lydia Crane (Carrie Preston), or to a local diner.  It finally blossoms when Tully persuades Hunham that a “field trip” to Boston would not be out of the question; they even invite Mary along, dropping her off along the way to visit her pregnant sister Peggy (Juanita Pearl).

But it’s their stay in the city that proves decisive in coming to a mutual understanding.  They do some pretty ordinary things, like going to see “Little Big Man,” but in the course of their jaunt each reveals events from their pasts that explain in great measure why they are as they are.  It’s one encounter in particular, with a troubled man played by Stephen Thorne, that leads to a crisis back on campus, where Tully’s mother (Gillian Vigman) and stepfather (Tate Donovan) threaten to remove him from Barton and send him to a military school, and Hunham must decide whether or not to intervene and put himself on the spot.

Like its characters, “The Holdovers” meanders somewhat.  The script, for example, raises some romantic possibilities, for Paul with Lydia and for Angus with Lydia’s niece Elise (Darby Lee-Stack), but quickly sets them aside.  There are occasional nods to the controversy about the continuing war, as in an encounter Angus has with a couple of patrons at the diner (as well as the looming fact of Curtis’ death, and the well-to-do students’ apparent lack of worry about being called to serve), but it’s never directly addressed.  And there are times when Kevin Tent’s editing feels a mite slack (the film runs well over two hours).

But in a way one comes to appreciate Payne’s unhurried approach, which gives the picture the feel of one actually made in the 1970s, a vibe accentuated in Ryan Warren Smith’s production design, Wendy Chuck’s costumes, and Eigil Bryld’s cinematography of the snowy locations—actually in Massachusetts, not Canada.  That’s quite deliberate on Payne’s part: his aesthetic choices reflect the films of that period.  Martin Orton’s supple score, with traditional Christmas songs added to the mix, does likewise. 

Of course Payne’s deft touch with actors is a primary factor in the film’s success.  Giamatti delivers a bracingly funny and poignant portrait of a man who conceals the wrongs he’s endured with strident exhibitions of learning mixed with sarcasm and disdain, and newcomer Sessa matches him as a young man with similar coping mechanisms.  Randolph, meanwhile, adds a wealth of warmth and resilience to the mix as a woman of practical bent struggling to deal with losses that, as Hunham angrily tells his stunned students, they can’t even begin to comprehend.  Together the three present a memorable joint portrait of damaged characters who learn to lean on one another.  The supporting cast is spot-on down the line.

“The Holdovers” can be thought of as Payne’s response to people who complain that they don’t make movies the way they used to.  But while it will call to mind prep school classics of decades ago, its prickly, bittersweet approach sidesteps the bathos into which they were inclined to fall even as, in the end, it doesn’t fail to satisfy a viewer’s yearning for an upbeat outcome, however backhanded.  This is a funny, insightful film, deeply humane and ultimately quite touching.