The Holdovers – The inspiring story of three lonely, shipwrecked people at a New England boarding school in 1970


Over a decade ago, Alexander Payne watched a somewhat unknown French film, Merlusse (1935), by the acclaimed filmmaker Marcel Pagnol. “I saw that film just once and it never left me,” Payne recalls. Payne felt that Merlusse, which tells the story of boarding school students marooned with a reviled teacher over the holiday break, would make a great premise for a new story.

Payne usually writes his own screenplays – including Sideways and The Descendants, both of which he won the Academy Award for Best Adapted Screenplay – and though heavily involved in the conception and collaborative development of The Holdovers, he was impressed with Hemingson’s indisputable talent and personal connection to the material. “David did a wonderful job,” Payne observes. “He has a marvelous sense of both structure and dialogue.”

Dominic Sessa, Paul Giamatti and Da’Vine Joy Randolph in THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC

The Holdovers reunites Sideways’ Alexander Payne and Paul Giamatti, who stars as Paul Hunham, an adjunct professor of ancient history – universally disliked by students and faculty – who gets stuck holding over at Barton Academy with the kids who can’t go home for the holidays. It’s his punishment and penance for failing a high-profile student whose father recently endowed the school’s gymnasium. Thanks to a holiday miracle – in the form of one father’s change of heart – the motley crew of boys under Hunham’s care is soon whittled down to just one: Angus Tully, played by Dominic Sessa in his film debut. Angus is a smart but damaged junior who is trying his best to navigate a host of complicated family dynamics. Also holding over is Mary Lamb, portrayed by Da’Vine Joy Randolph, the head cook of the school whose only child Curtis, a recent graduate of Barton, was killed in Vietnam. Still deep in grief, Mary chooses to stay at Barton because it was the last place she was with her son. Left to their own devices in the empty school, this unlikely trio finds adventure, calamity, and finally, some semblance of family. 

The original pilot Hemingson had written was about a prep school in 1980 but Payne soon told him about the very specific story he had in mind set a decade earlier. “Alexander put it this way: it’s the story of lonely people at Christmas and the way their relationship evolves and the adventures they go on,” Hemingson says. “There’s a reason Alexander is such a great writer and it’s because he’s a humanist. He always wants to tell the human story and that’s what he encouraged me to do. I’m forever grateful that he drove me in that direction. He wants to see people in all their flawed glory on screen.”

Producer Mark Johnson says that throughout his career he has always been drawn to stories about families and he knew from the outset that this one was special. “The Holdovers is ultimately about three characters in search of a family,” he says. “One who has tragically lost her family, another who has been coldly rejected by his family, and another who has never been able to put a family together. This is the story of the ragtag family they form during the holidays, a time when our natural inclination is to be a part of something greater.”

Dominic Sessa stars as Angus Tully and Paul Giamatti as Paul Hunham in director Alexander Payne’s THE HOLDOVERS, a Focus Features release. Credit: Courtesy of FOCUS FEATURES / © 2023 FOCUS FEATURES LLC

The Holdovers marks Payne’s first period film, although he notes that, in some ways, it feels like something he’s always done. “In a way, I’ve been making ‘70s movies my whole career,” says the director. “I focus on what I hope are very human stories as opposed to stories of device, convention, or contrivance. I like having a protagonist and story who approximate real life much more than movie life. Also, I was a history major in college and I still read a lot of history. Now I see that making period films is the closest thing you can do to time travel, so to have that experience was lovely.”

Hemingson makes his feature film debut with The Holdovers after a career largely focused on serialized storytelling including Kitchen Confidential, based on Anthony Bourdain’s memoir and starring Bradley Cooper, for which he was nominated for a WGA Award. Over the course of the next three years following that first conversation with Payne, Hemingson began building out the new character-driven story, drawing on many of his own personal experiences to bring this world to life. “My folks got divorced when I was five and I didn’t see my dad that much,” he shares. “We didn’t have a lot of money and I wasn’t doing great in public school. My dad was teaching at this extraordinary private school in Hartford called the Watkinson School and my mom said, ‘We should go to the school, and it’ll give you a chance to get to know your father a little bit.’ So I went there for six years and a lot of the people that appear in the movie are composites of people I knew there. It’s such a different world, such a rarefied world, and there’s certainly a lot of money and privilege knocking around, but there’s also a lot of pain. Adolescence is a difficult time.”

Hemingson was also inspired by his close relationship with his uncle, Earl. “He was a remarkable man and he basically became the foundation for the character of Paul,” he says. “Although my uncle never finished college because he was in the army, he worked for the United Nations and conversed in eight languages. Some of the dialogue in the movie comes directly from him. It was that hard-bitten, hard-won wisdom that he gave me at a very young age which I think warped me as a human being, in the best possible way. For me, the core theme of the movie is how quiet, everyday heroism changes lives.”

And throughout the creative process, Hemingson says, he sometimes had to learn when not to write so that conversations and reflections would organically build out the story and characters. “Alexander knows how to be quiet on screen and I think that’s really beautiful,” he says. “He’s a poet of silence.”

“As an Alexander Payne fan, I think it is arguably his most emotional movie,” observes Johnson. “He’s great at dealing with unique characters who can’t handle the circumstances around them. And in the process, he makes it feel universal. Alexander can’t have a false beat. It’s also a very clever script. It’s deceptive in that it’s about much more than you would think at first. And it’s extremely funny.”

To ensure that the entire production was on the same page when it came to the authentic look, tone, and pacing Payne hoped to capture, the director screened a series of movies in pre-production. “We watched some films in Boston,” says Payne. “Ashby’s The Last Detail, The Landlord, Harold and Maude, and Bogdanovich’s Paper Moon, for a sense of the rhythm of those films, the attention to detail, and on a technical level, the texture of the photography and production design.”

Ever since 2004’s Sideways, Alexander Payne and Paul Giamatti hoped to collaborate on a project together again. “That was perhaps the happiest collaboration I have ever had with an actor and I have had a lot of good ones,” says Payne. “I think Paul Giamatti is the greatest actor. I respect him so much and I think he has come to respect me as a director and likes my sensibility. Every take Paul does is completely truthful and completely new. There is nothing he can’t do.” As proof, Payne once challenged Giamatti to read from the Omaha phone book for a live audience at a benefit event in Nebraska. Of course, once the actor started, he brought the house down. “I said, ‘You can even make bad dialogue work!’ He’s a lovely, brilliant guy, the most well-read human I know, and a delight to work with.”

Payne says that even though 20 years had elapsed, the pair found that they had the same harmonious communication on set. “I was really gratified when a couple of people on set said to me, ‘When you give Paul direction between takes, you don’t even say anything,’” recalls Payne.

Paul Giamatti in THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC

The multifaceted role of Paul Hunham, the disliked but not unlikeable professor of ancient history, was written specifically for Giamatti. Hunham started his Barton career as a scholarship boy at the age of 15 and in the years since has become a strict disciplinarian. “I hadn’t found the right screenplay to tailor for him until this one,” notes Payne. “David and I clearly had Paul in mind while we were making the screenplay.”

Giamatti was equally excited to collaborate with Payne again and felt inspired when he read Hemingson’s poignant script. “There was already a lot of complexity in the character because of the way he was written,” he says. “Good writing helps you be in a place where all kinds of things can happen and a good director who doesn’t confine you is really important. It’s a movie about these three completely unlikely people forming a bond, finding common ground and common humanity. It’s also a nice story about self-sacrifice so I hope the film gives you this sense of lived humanity and that it feels comforting in some way.”

Hemingson was in awe as he watched Giamatti transform into the character. “Paul was in total control, and he let you see things that are so intimate,” he says.

The actor says that working with Payne again was just as enjoyable the second time around, perhaps even more so. “If anything, he’s both more precise than he was then, but freer, too,” he observes. “He’s got an incredible eye for detail – physical detail, acting, emotional detail – that’s even more sharp. There was an increased sense of play. There was just more of what was good before. He has mastery of every aspect and he pays deep attention to everything. He knows how to deal with every actor individually, and that’s pretty remarkable. He’s also an amazingly good host and learns everybody’s names, including all the extras’ names. There are just so many things that he’s great at.”

Giamatti also came to the role with a love of ancient history like his character, along with an intimate understanding of the academic world. This was owed in part to his father, A. Bartlett Giamatti, who served as president of Yale University. Giamatti’s attention to detail in his portrayal helps paint a vivid portrait of Paul Hunham. “I went to a prep school like the one in the movie,” he shares. “My father was a professor. My mother was a teacher. My grandparents were all teachers. Everybody in my family is a teacher or an academic. It’s a background I understand and have a rapport with. I also read some of the texts he talks about in the script. I thought a lot about my past and the people I knew in my past. A lot of my preparation was drawing on that. My character is an uptight guy but he’s got a sense of humor. It’s at other people’s expense a lot of the time but I think he’s funny.”

Director Alexander Payne and actors Paul Giamatti and Da’Vine Joy Randolph on the set of their film THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC

Early in the development process, Hemingson pitched Payne on making the film a three-hander, with the addition of the character, Mary Lamb. Many of her traits were inspired, in part, by the writer’s own mother. “In terms of the pain, the ferocious dedication, and the unswerving belief that in Mary’s case has been tragically thwarted,” he notes. “Everything Mary lived for has been cut off and Da’Vine Joy Randolph managed and conveyed that with nuance, pain, and beauty but also with the dry comedy that comes up through it. I think where Alexander is so brilliant, and where Da’Vine did an amazing job, is that all these characters find the nodes of revelation and sadness, but then also transcendence and comedy as you go deeper and repeat that cycle. It’s this constant peeling of the onion and Da’Vine does that exquisitely in this movie.”

The actress says she was drawn to the way this character “gives the salt with the sweet, the medicine with the sugar.” She explains, “What’s beautiful about this movie is the way it transcends ageism, racism, and gender. Sometimes when you’ve hit rock bottom, you’re open to anything to seek relief wherever you can. You would talk to a stranger if that meant that someone would listen to you. And so, it’s almost as if the universe intentionally had this happen so that they could then have these interactions.” 

Da’Vine Joy Randolphis a Tony Award-nominated actress, known for her captivating, emotionally tinged performances which brim with dignity. In 2019 she seized the industry’s attention with her scene-stealing role as Lady Reed, opposite Eddie Murphy in Netflix’s Dolemite Is My Name. Randolph’s breakthrough performance earned her an NAACP Image Award nomination in the category of Best Supporting Actress in a Motion Picture.

Paul Giamatti stars as Paul Hunham and Dominic Sessa as Angus Tully in director Alexander Payne’s THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC

Finding the right actor to play the key role of Barton Academy student Angus Tully – a damaged kid who’s been through a lot in his life – was always going to be the film’s biggest challenge. The role required a nuanced performer who could bring to life a young man who can be both a pain in the neck and someone you want to wrap in a warm embrace.

“We had about 800 submissions from around the English-speaking world,” Payne says of the casting process. “Finally, the casting director, Susan Shopmaker, and I looked at each other and said, ‘Well, time to do what we talked about at the start of the process. Let’s call up the drama departments of the schools where we’re actually shooting and see who’s there.’ And damn, that’s where we found Dominic Sessa, an actual senior at Deerfield Academy.” 

Sessa was a star in the school’s drama department but had never performed on screen before. Payne auditioned him several times to make sure that his skills on stage could translate to the screen. It quickly became apparent that he was a natural. “What was impressive was that it was not just his first leading role in a film but it was his first time ever in front of a camera,” notes Payne. “He’d never been in a movie before, not even in a short film. There are so many actors who have to learn all of the techniques, like how to be comfortable in front of the camera and how to focus on their role despite being surrounded by 50 people and lights, microphones, and a camera. Some people are just born with it, and he’s really got a natural, God-given talent for film acting.”

“It was a decision that came late in the game, but once we made it, we absolutely knew that it was the right one,” says executive producer Williams.We’ve been patting ourselves on the back ever since!”

Hemingson, too, was impressed as he observed Sessa during the shoot. “Dominic allowed us to see a lot of stuff that most people spend a lifetime hiding,” he says.He was letting us see the vulnerabilities, the anger, and the disconnects. He was finding that in himself, amplifying it, and showing it to us.”

Paul Giamatti stars as Paul Hunham and Dominic Sessa as Angus Tully in director Alexander Payne’s THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC

As for Sessa, he says he couldn’t believe he was working on an Alexander Payne film and says the experience was full of revelations. “I think the biggest surprise for me was how much agency Alexander allowed me,” he says. “He gave me a lot of freedom and liberty in creating the role. I love that the film is about having that willingness to dig deeper, to try to get to know somebody and understand them even though, on a surface level, they’re very different from you. We’ve all had these things that have happened in the past and they’re still eating at us. But these characters help each other, let the past go, and move forward.”

Sessa felt strongly aligned with Angus, resonating with the character in more ways than one. He was a senior graduating from the boarding school at Deerfield Academy, and he was looking for direction just as Angus seeks guidance from Hunham. “Being at a boarding school, I can understand how heartbreaking it would be to be ready for break and then have your parents tell you that you can’t come home for Christmas. You understand that there’s this broken family dynamic going on behind the scenes for him which comes out in his daringness to say some of the things he says. But at the same time, he can be charming, innocent, and one of those people you love to hate.”

At the time of his casting, Sessa had only recently decided to pursue acting at college and he calls his experience working with Giamatti “a masterclass.” And at first, Giamatti approached the young actor as a student. “I thought I could help him along and maybe give him some pointers, which felt like a teacher and student thing,” he recalls. “But very quickly, he didn’t need me. He’s fantastic. It’s really cool to watch somebody like that come into his own that fast. Dominic is amazing and to watch where he has come over the course of this film has been astonishing. He relaxed into it and took control of it in a wonderful way. I liked being with him. He’s smart and lovely.”

Sessa and Giamatti also bonded over their shared prep school experience. “It was interesting talking to Paul who was also at a boarding school around the time of the film,” notes Sessa. “Obviously, it’s a lot different but it was cool to have that comparison and then, at the same time, be in that 1970’s setting.”

Dominic Sessa makes his feature film debut in Alexander Payne’s The Holdovers opposite Paul Giamatti and Da’Vine Joy Randolph. He is a graduate of Deerfield Academy and is currently continuing his studies at Carnegie Mellon University School of Drama.

Director Alexander Payne and actor Dan Aid on the set of their film THE HOLDOVERS, a Focus Features release. Credit: Seacia Pavao / © 2023 FOCUS FEATURES LLC


Alexander Payne grew up in Omaha, Nebraska. He studied History and Spanish Literature at Stanford before earning an MFA in Film at UCLA. Payne has made eight feature films, including Election, Sideways, The Descendants, About Schmidt and Nebraska. His movies have been nominated for a total of nineteen Oscars, including three times each for Best Picture and Best Director. He has won two Oscars for Best Adapted Screenplay, and two of his films have won the Golden Globe for Best Picture. Five of his feature films were filmed at least partially in Nebraska, where he continues to live, dividing his time between there and Los Angeles. His new movie, The Holdovers, will be released in theaters in October of this year.

DAVID HEMINGSON (Writer, Producer)

David Hemingson is an esteemed television writer making his feature film debut with Alexander Payne’s The Holdovers. Hemingson, who grew up in blue-collar New England, wrote The Holdovers by drawing on his six years as a scholarship student at an elite Connecticut prep school. The Holdovers highlights his desire to tell stories rooted in frailty, flaws, and unexpected heroism. He is continuing that mission by collaborating with Payne on another film, as well as working on a new project with acclaimed director Ramin Bahrani (White Tiger).

Hemingson is also writing an upcoming comedy for Miramax and has just completed an adaptation of best-selling author Antti Tuomainen’s The Rabbit Factor for Amazon, produced by Todd Lieberman and set to star Steve Carell. Hemingson was nominated for the WGA Award for his series Kitchen Confidential, adapted from Anthony Bourdain’s memoir and starring Bradley Cooper. Other TV credits include Whiskey Cavalier, Just Shoot Me, American Dad, Family Guy, How I Met Your Mother, and Blackish.