‘The Holdovers’ Review: Alexander Payne and Paul Giamatti Reunite for a Sensitive but Slightly Underwhelming Throwback

Editor’s note: This review was originally published at the 2023 Telluride Film Festival. Focus Features releases the film in select theaters on Friday, October 27, with expansion to follow.

Set in the winter of 1970 and shot to look as if it had actually been made back then, Alexander Payne’s nuanced and hyper-literate “The Holdovers” takes great pleasure in defying every impulse of modern cinema from even before the moment it starts (the studio fanfare includes a “throwback” Focus Features logo, which is a cute little in-joke about a company that wasn’t founded until 2002). And yet, it might take even greater pleasure in embracing some of the movies’ most time-honored tropes and traditions.

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Chief among them: The inviolable rule that anything a school teacher “casually” tells their students in the first act of a film must speak to a core idea of the film itself. In that light, be sure to take notes during the opening scene in which Paul Hunham (Paul Giamatti) quotes Cicero to the “vulgar philistines” in his Ancient Civilization class. “Non nobis solum nati sumus.” “Not for ourselves alone are we born.” No spoilers, but that’s definitely going to be on the final exam of “The Holdovers,” which gradually thaws into a slight but sensitive tale about a trio of lonely souls who teach each other to push through their lives’ most isolating disappointments.

So begins Payne’s first collaboration with Giamatti since 2002’s “Sideways,” which set the stage for this similarly breezy-sad dramedy, and also confirmed the duo’s shared genius for spiteful male characters whose cantankerous wit masks a profound sense of personal failure. You won’t be surprised to learn that Mr. Hunham is very much another one of those, even if his various affectations — which include functional alcoholism, a glass eye, implied hemorrhoids, and a bodily inability to break down trimethylamine, which causes him to stink of rotting fish towards the end of the day — are enough to make “Sideways” protagonist Miles Raymond seem like Steve McQueen by comparison.

If that movie only pulled off its biggest comic swings because the self-loathing Miles Raymond was so in touch with his resentment at all times, “The Holdovers” shoots itself in the foot by adopting a somewhat broader and more cartoonish tone that stops its drama from cutting as deep, and its comedy from being as cutting. Sure, Mr. Hunham learns to loosen up a little over the course of the Christmas break he’s forced to spend chaperoning the Barton Academy students whose parents didn’t want them to come home, but the character dresses for the New England winter by wearing a hat on a hat on a hat, to the point that it takes Payne and Giamatti the better part of two hours to undress the guy down to his core.

Well, not the better part, as “The Holdovers” doesn’t hit its stride until it finally breaks away from the hallowed halls of Barton Academy, but Payne uses his time there to create a vivid sense of place. A glorified stash house for spoiled rich boys whose parents can’t be arsed to have them around, Barton is the kind of school where even the worst students can graduate so long as they learn that they’re the future masters of the universe.

In the winter of 1970, it’s also a pipeline to college, and thus a deferment from being drafted into the Vietnam War. Needless to say, gawky junior Angus Tully — a petulant twerp played by newcomer Dominic Sessa, who Payne plucked out of a high school theater program while location scouting at Deerfield Academy — is terrified when his step-father threatens to send him to military academy if he gets expelled from another school. But that doesn’t stop him from hating Barton all the same, and Angus isn’t exactly thrilled when his mom disinvites him from their vacation to St. Kitts so that she can honeymoon with her deep-pocketed new husband.

And he’s not the only one whose punishment involves staying at school for the least fun Christmas of all time. For starters, Angus is joined by a memorable assortment of other kids, all of whom reinforce Payne’s gift for making even the most fleeting characters feel like their own weird people (standouts include a sociopathic demon, a homesick Korean boy, and an ultra-rich jock with a heart of gold). But Mr. Hunham is being punished as well — for failing a student whose senator dad recently made a huge donation to the school.

It gets tiresome watching the teacher run this “supervised vacation” like a bookish drill sergeant, as the melancholy of Payne’s long dissolves proves more revealing than any of Mr. Hunham’s strict demands. We gather that he’s resentful towards his students because of some unrelated baggage that he’s been carrying around since before they were born (like Miles Raymond, he’s also haunted by an unpublished manuscript that no one would ever want to read, this one a monograph about ancient Carthage), but he’s so resistant to showing weakness that he caricatures his own insufferableness as a form of self-defense. It isn’t until the other kids exit the picture, leaving Angus virtually alone on campus with his least favorite teacher, that we begin to learn much of anything about either of them.

Fortunately, the same isn’t true of longtime school cook Mary Lamb (an extraordinary Da’Vine Joy Randolph, whose flawless performance balances hope and heartache with a precision missing from the rest of the film). One of the few Black employees at an institution as white as the snow that blankets its lawns every winter, Mary started working at Barton so that her son could be a student there, but when she couldn’t afford to send him to college he ended up getting killed overseas. She claims she wants to stay on campus because it was the last place she spent time with him, but the truth of the matter — revealed with enormous grace towards the end of the movie — is a bit more complicated than that.

Real as it gets in this story full of characters who keep hitting the same notes until she forces them to change, Mary is the emotional center of a sad Christmas movie about people who are all suffering through the holidays without the family they’ve lost (for one reason or another). Payne has always conducted the bittersweet undercurrents of his films with the brutal skill of a professional torture artist, and while David Hemingson retains sole credit for writing “The Holdovers,” the director’s gift for carving soul-crushing moments from scenes of forced levity makes him a perfect fit for a story set during the happiest season.

You can practically hear Payne licking his lips from behind the camera when Mary and Mr. Hunham take Angus to a holiday party hosted by fellow Barton employee Lydia Crane (“The Good Wife” actress Carrie Preston, wincingly good as “The Holdovers’” Virginia Madsen equivalent), which doesn’t end until everyone gets a chance to unmask their hurt. The director’s efforts to create the right circumstances for that kind of drama are greatly assisted by Eigil Bryld’s delicate 35mm cinematography, Ryan Warren Smith’s ultra-convincing production design, which never oversells the ’70s of it all (a third-act trip to Boston feels like stepping into a time machine), and Wendy Chuck’s evocative costume design, which cocoons Giamatti in so much corduroy that it starts to feel like a disguise.

The vibes are immaculate from the start and only grow more so as the characters gradually start to become as detailed as the world that “The Holdovers” constructs around them. Even when Angus is more exasperating than the movie can support (less the fault of the actor than that of a film that forces him into all of its tritest corners), the nostalgia that Payne mines from his environs poignantly resonates with the nostalgia that Mr. Hunham maintains for his own past — for the days when his life had promise. The days before he found himself teaching high school history with a deep resentment towards the present and the future alike.

“There’s no new human experience,” Mr. Hunham scoffs, as if giving himself permission to treat every new class of students with the same disdain he showed their predecessors. But if those who don’t learn from history are doomed to repeat it, perhaps those who teach history might be empowered to make different choices, and “The Holdovers” finally clicks into place once Mr. Hunham realizes that he could still have something to learn, himself — something that may have been a part of his own curriculum.

Grade: B

“The Holdovers” premiered at the 2023 Telluride Film Festival. Focus Features will release it in theaters on Friday, October 27.

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