We’ve all met a person like Paul Hunham (Paul Giamatti) in our lives, perhaps more than one if we’re particularly unfortunate.  He’s a stickler for the rules, insisting that whatever is to be done must be in accordance with the policy manual.  Any deviation from the established order must be penalized.  If your Paul Hunham probably wasn’t a teacher, he probably was a colleague at work, a relative or a friend of a friend.  You do your best to tolerate people like this as best you can until you are free of them, because there’s no way around them.  Their sole purpose is to make your life miserable by enforcing the rules and then seeing you are called out for failing to do so.  (Full disclosure: I’ve been a taskmaster from time to time.)

You get bonus points if your Paul Hunham is not just miserable to deal with, but physically off-putting as well.  In The Holdovers, Hunham is balding, pot-bellied, has a lazy eye and a condition that makes him smell like a fish and walks with a slight limp.  Being around him is no treat, and he’s hated by his prep school students as well as the staff.  Well, not the entire staff.  He gets along fine with cafeteria administrator Mary Lamb (Da’Vine Joy Randolph), who tolerates him and tersely reminds him to be nice.  Though the two couldn’t be more different, they have more in common than either would care to acknowledge, at least initially.  

Getting back to Hunham, he’s a pain in the ass who likes making life miserable for the students of his ancient history class.  He has no qualms handing out failing grades and sees it as his duty to prevent snotty rich kids from waltzing into Ivy League schools.  If they’re mediocre students, they will undoubtedly be the same at Harvard, Princeton or Yale.  Hunham steadfastly refuses to bend the rules for legacy students, causing Headmaster Woodrip (Andrew Garman) no end of grief.  When another teacher asks Woodrip to be excused from watching the holdover students over the holiday break, Woodrip knows just the person to stick it to.  (Hunham is understandably dubious that his colleague’s mother has had a sudden onset of Lupus.)  Funny thing is, while Hunham knows he’s being given the shaft, he didn’t have any plans anyway besides reading mystery novels.  What better thing could there be than to lord over a group of students over the holidays?

And lord, does Hunham make life miserable for his wards.  Instead of being constrained by the classroom, he’s able to control every aspect of the kids’ lives.  He insists he’s just following the manual, but exercising outside, in the snow really should be negotiable.  Hunham clearly missed his calling as petty dictator.  Then, just when he’s getting into the swing of being the King of Misfortune, fate intervenes.  The father of one of the students helicopters in and takes all of the students away for a holiday except for one: Angus Tully (Dominic Sessa).

Angus is not like the other kids.  He’s no saint, but he’s got more on the ball than anyone else in Hunham’s class.  (He gets a B on his midterm exam.)   He’s a bit older than his classmates, due to his being expelled from other schools.  His home life is a bit unsettled as well, and his mother asks him to stay back so that she can have a vacation with her new husband.  Unfortunately, Tully could not join his classmates because Hunham couldn’t reach his vacationing parents for permission.  Great.  Not only does his mother not want him around, but he’s stuck spending the rest of the break with “walleye” (the student’s nickname for Hunham) and Lamb.  

Lamb tends to be churlish but she has every right to be that way.  Her son went to Barton and died in the Vietnam war, and her husband died before her son was born.  Like Hunham and Tully, she’s a holdover at Barton: free to leave but with nowhere to go.  Fortunately for Tully, Lamb encourages Hunham to loosen his grip on the manual for the kid’s sake.  Taking her advice to heart, Hunham buys a tree (at a discount) and agrees to go to a party hosted by school administrator Lydia (Carrie Preston).  Things go well at first, then reality comes knocking.  Tully convinced Hunham that Lydia was into him, but he discovers she was only being nice.  Then Lamb gets emotional in front of everyone and Hunham insists on escorting Lamb home.  Hunham may be a bastard, but he knows manners.

Even though their initial foray into the world was a disaster, Tully insists on a road trip to Boston.  Hunham squints at the manual and says they can do so under the guise of it being educational.  Once all three are in the city, the movie explains why Hunham, Tully and Lamb are loners.  Tully has unresolved issues with his father, Hunham is scarred by an incident in his past and Lamb hasn’t figured out what to do after her son’s death.  However, just because these characters finally understand each other doesn’t mean that their lives have been miraculously changed for the better.  The trip has unexpected consequences, and even after they are mitigated as best as they can, the hard work of moving on is still unfinished.

The Holdovers is a welcome return to form for director Alexander Payne, who seemed to peak with The Descendants twelve years ago.  As with Sideways, he’s been blessed with another incredible performance by Paul Giamatti.  Giamatti is the rare actor who can play a character who starts out as a universally detestable ogre and gradually evolves into a sympathetic and caring person.  His performance as Paul Hunham is a treat and is among the best of Giamatti’s career.  Even though Giamatti’s character is the fulcrum of the story, he’s amply supported by Da’Vine Joy Randolph and Dominic Sessa.  As gruff cafeteria administrator Mary Lamb and troubled student Angus Tully, respectively, the two tease out the better angels of Hunham’s nature.  Together, the three learn how to stop being holdovers in their own lives and start living.  David Hemingson’s screenplay contains some of the funniest and sharpest dialog I’ve heard this year.  At this point in his career, Payne has not only mastered the dramedy but its last cinematic practitioner.  His direction invites us to embrace these characters while we laugh at their hangups and sympathize with their struggles.  The movie is by turns hilarious, touching and philosophical but never sentimental.  The Holdovers is one of the best movies of 2023.  Highly Recommended.

Analysis

Well played, Mr. Payne.  Well played.

That thought crossed my mind when I realized what The Holdovers was doing.  The movie begins as a caustic version of Dead Poets Society (or Poets) only to reveal itself to be a rebuttal of that movie.  I don’t know what Payne and writer David Hemingson think of Poets, but there’s no denying that their movie is a reaction to it on many levels.

Like Poets, Holdovers introduces us to a group of teenage boys at a prep school in New England.  The differences in these two groups become apparent immediately.  The boys in The Holdovers are not shiny and blemish-free like those in Poets.  The boys in Holdovers look like young boys in the real world.  They have shaggy hair, blemishes and clothes that are rumpled and lived-in.  Granted, Poets is set in 1959 and Holdovers 1969, but still.  The boys in Poets are choir boys compared to those in this movie.  They smoke cigarettes and weed, cry, fight, look at nudie magazines, wet the bed, and so on.

The next major difference between the two movies is the teacher at the center of the story.  In Poets, Robin Williams’ John Keating is handsome, graceful, congenial, funny, inspiring and empathic.  He teaches poetry, which he considers key to understanding one’s self and one’s place in the world.  When he first appears, he’s whistling the 1812 Overture.  For him, the act of teaching is like a revolution because he wants to shake up the status quo his students have come to accept.  He has them tear a chapter out of their textbooks and his lectures are improvised.  His mission is to help his students to see the world differently and seize the day.  

Aside from being a former student who returned to his alma mater as a teacher, Giamatti’s Paul Hunham is the polar opposite of Keating.  He’s a lumpy mass of a man who hasn’t cared about his appearance in decades.  He sports a walrus mustache and walks with a slight limp.  His students have nicknamed him “walleye” because of his lazy eye.  He also smells like a fish, something he attributes to a physical condition he can’t control (and doesn’t try to).

When Hunham enters his classroom, he’s whistling “The Flight of the Valkyries”.  For him, teaching is a war between himself and his students, and he intends to win.  He has no qualms handing out failing grades, and sees it as his personal mission to punish privileged kids on their way to college.  Better to block their path to an Ivy League school now then to simply let them pass through with a “gentleman’s C”.  Hunham teaches ancient history, and for him the textbook is gospel.  He even insists that his students take it with them and read material while they are on break.

Hunham has an antagonistic relationship with his students and he’s comfortable with that.  He accepts being hated and despised and wears his status as a badge of honor.  When Headmaster Woodrip reminds him that he should have passed the student of a wealthy donor, Hunham retorts that he’s only upholding the standards established by the school’s founder.  For Hunham, tradition and honor are everything, and both must be upheld regardless of the costs.

The settings of Poets and Holdovers are also markedly different.  Whereas the former represents an idealized boarding school environment, where the school gleams with polished woods, the latter reflects the wear and tear of time.  Payne occasionally pauses to point out how worn a pencil sharpener is, and how the students’ beds look like they haven’t changed in decades.

Even with these telltale differences, I still expected Holdovers to shift into a Poets-like storyline and see it through.  Instead, Holdovers doubles-down on how much Hunham loves cutting his students down to size.  He enjoys lording over his students and controlling their daily routines like a warden.  He’s been charged with safeguarding these students for two weeks and he’s going to follow the manual to the letter.  This means waking them up at daybreak, scheduled exercise periods outside in the snow, mandatory study periods, meals at the prescribed times and lights out on the dot.  Hunham may be a bastard, but he knows what he loves:  Jim Beam and making other people feel miserable.

Then all of the students except Tully are whisked away by a helicopter to enjoy the break, leaving us with the unlikely triumvirate of Hunham, Tully and cafeteria administrator Mary Lamb.  The three couldn’t be more different, and allusions to The Breakfast Club came to mind.  Here are three dissimilar people who are forced to spend time with each other and will eventually  come to understand and respect each other.  While this certainly is the case, Holdovers has much more to reveal before arriving at that conclusion.

First, Hunham, Tully and Lamb are all loners.  This was not by choice, however, even for Hunham.  For Tully, his rebellious nature is due to his fractured family.  He refuses to trust people because his mother had his father institutionalized.  Tully became a loner as a defense mechanism, so that nobody would be able to hurt him again.  Lamb became a loner after her son died in the Vietnam war.  She took the job at Barton so that he could get an education, and hasn’t been able to move on since his death.

Hunham’s decision to go it alone is likewise a response to how life cruelly takes away what you care the most about.  He accused a classmate at Harvard of cheating, only to be accused himself and expelled.  Hunham took the job at Barton because the Headmaster at the time wanted to give him a second chance.  Ever since then, he’s relished being able to punish privileged students as revenge for the one who brought his collegiate life to an abrupt end.

Hunham, Tully and Lamb have each been dealt bad hands by fate, and as a result have built walls around themselves.  If Holdovers were an optimistic movie, it would show each of these characters moving beyond their pain and achieving something remarkable.  This movie, however, shows that just because they allow themselves to be vulnerable doesn’t mean that life will immediately reward them for it.  Hunham reciprocates Lydia’s friendly advances, only to discover that she’s already in a relationship.  Lamb gets emotional at the party thinking about her son, which brings Tully’s flirtation with Lydia’s niece to an unceremonious end.

The trio’s next attempt at opening themselves up to the world has very mixed results.  Lamb’s visit with her sister provides her with a reason to continue working.  Hunham and Tully become friends, and they bond while visiting museums.  Unfortunately, Hunham’s trust in Tully comes with drastic consequences.  As a result of letting Tully see his institutionalized father, Hunham must fall on his sword in order to keep Tully from being expelled and sent to military school.  Even though Tully and Hunham are less better off than Lamb, all three are finally at peace with how life has treated them and are able to move forward.

I pointed out above how different Paul Hunham is from John Keating in Poets.  The one thing they have in common is their belief that education is a source of enlightenment.  Just as Keating pushed his students to gain awareness through the works of Walt Whitman, Hunham sees ancient history as being equally important.  As he tells Tully, “History is not simply the study of the past, it is an explanation of the present.”  Of course it falls on the teacher to make a subject as dry as ancient civilizations interesting and relatable.  But the love Hunham has for his subject is no less than Keating’s for poetry.

A thread that runs through almost all of Alexander Payne’s films is his compassion for flawed and miserable human beings and their struggle to find happiness.  In Holdovers, Tully, Hunham and Lamb have been treated unfairly by life and have responded by becoming odd, standoffish and self-destructive.  Over the course of the journey Payne takes us on with these characters, he shows us that their behavior is essentially an outgrowth of the calluses that have formed around their souls.  When Payne provides us with the necessary perspective on his characters, their reactions are not strange at all, but curiously relatable.  Payne wants us to do more than sympathize with his characters, however.  Instead, Payne also encourages us to laugh at their foibles because as he sees it, the best way to deal with the overriding misery of life is to laugh at it.  Payne’s adherence to building genuine emotions without slipping into melodrama is what has distinguished Payne’s best work, and is on full display in Holdovers.

The acting in this movie is among the best I’ve seen this year.  While Randolph and Sessa are terrific, the movie is undeniably a showcase for Giamatti.  He was heartbreaking as the weak-willed and self-sabotaging Miles in Payne’s Sideways, and his performance in Holdovers  somehow eclipses it.  As Hunham, Giamatti magically transforms an incredibly unlikable and unsympathetic character into one that is both likable and very sympathetic by the end of the movie.  Giamatti never accomplishes this with big emotional scenes, though.  Instead, he reclaims the character’s humanity through a series of personal revelations that are shocking and surprising in their off-hand honesty.  His mother died when he was young.  He got a scholarship and left home at fifteen.  His father beat him.  He was expelled after he accused another student of plagiarism.  He returned to Barton because he had nowhere else to go.  How Giamatti is able to get us to completely change our opinion of Hunham from the Big Creep on Campus to someone we are sorry for is simply amazing.

Since I’ve seen almost all of Payne’s films I wanted to end with a personal retrospective of his work.  Payne had an incredible four movie run from 1999 to 2011.  He started out with the wicked satire Election, got a touching performance from Jack Nicholson in About Schmidt, followed that up with the hilarious Sideways and capped it off with The Descendants, his biggest box office success.  At that point in time Payne epitomized the ideal independent director because his films were both profitable and critically acclaimed.  All of the momentum he had evaporated with his next two films, the stark and ruminative Nebraska and the quirky social satire Downsizing.  While the former was well regarded by critics, the latter was not and both movies had small returns at the box office.  I wish it hadn’t taken him six years to come back with The Holdovers, but I’m glad he’s back just the same.