This review was written during the 2023 WGA and SAG-AFTRA strikes. Without the labor of the writers and actors currently on strike, the film being covered here wouldn’t exist.It’s been almost two decades since Alexander Payne teamed up with Paul Giamatti for Sideways, which earned Payne his first Best Picture nomination and an Oscar for Best Adapted Screenplay. Now, with Payne’s first film since 2017’s Downsizing, he and Giamatti have reunited for The Holdovers, a 70s throwback comedy that screams of a love for Hal Ashby and gives Giamatti maybe his best performance yet. The Holdovers might be the most conventional film Payne has made—which isn’t a flaw by any stretch—yet it’s also the most wonderful, big-hearted, genuinely touching films of his entire career and one of his finest stories to date.

Set in 1970 at a New England prep school, Giamatti stars as Paul Hunham, a cantankerous Ancient Civilizations teacher who the students hate and the teachers hate even more. When we first meet him, he’s grading quizzes with an ever-present drink in hand, calling his students “Philistines.” Paul gets the short end of the stick this school year, as he becomes the teacher who stays behind with the students who won’t be returning home for the holidays—a worst-case scenario for the students and Paul.

Amongst the handful of students left behind is Angus Tilly (the film debut of an excellent Dominic Sessa), a promising student who can’t help but get in trouble. Staying at the school of her own accord is Mary Lamb (Da’Vine Joy Randolph), the school’s head cook, whose only son recently died in Vietnam. Together whether they like it or not, this small group tries to make the best of their holidays in the mostly empty school.

‘The Holdovers’ Wears Its Heart on Its Sleeve
Image via Focus Features

Payne’s films have always had a certain amount of heart to them, whether through the naivety of characters in Election or the stifled love in The Descendants, but The Holdovers manages to be Payne’s warmest film. Written by David Hemingson (Whisky Cavalier, Kitchen Confidential), The Holdovers manages to feel like a comforting fire on a winter day, even when these students are at each other’s throats or Paul is ripping them a new one. Payne still imbues this story with the same dark comedy that we’re used to, yet with Hemingson’s script, the tenderness throughout The Holdovers feels more on the surface than buried underneath.

Also making this possible is a trifecta of fantastic performances that are hilarious, deeply moving, and tenderhearted. Giamatti is brilliant here as a teacher who has seen decades of kids who he claims are “born lucky,” and can skate by on their rich parents and good looks. As The Holdovers moves forward, we see how his bitter view of the world came to be, and we understand that he’s more than just a hardass who wants to keep his students under his thumb. Giamatti is hilarious, with verbose insults, a lazy eye that’s always moving, and a mean exterior that seems unshakable. Yet even at his worst, it’s impossible to dislike this character. Even with just a silent look or a slight change in his exterior, we find compassion for someone who could’ve easily become a stereotypically mean teacher character.

RELATED: TIFF 2023: The Movies We’re Looking Forward to Most

Equally great is Da’Vine Joy Randolph as Mary, who is able to keep Paul in check better than anyone, and whose pain from her recently lost son can be felt in every scene. Especially together, Paul and Mary have a wonderful chemistry that seems based in a deep-seated pain that neither of them can shake. Randolph doesn’t get as much time as the film’s two leads, but she’s able to say so much even while saying so little, especially in one heartbreaking scene where she confronts her past as she looks forward to her future.

Paul Giamatti and Dominic Sessa Are a Wonderful Combination
Image via Focus Features

But it’s the dynamic between Paul and Angus that is what makes The Holdovers such a gem. Sessa is a revelation in this role, and he holds his own quite well alongside Giamatti. As the Christmas break moves on and these two start to learn about each other, they never stop going at it, but their affection grows in a slow, natural way that feels real and earned. This bond becomes so great that, by the end, observing these two simply go shopping for books, having a meal together, or watching an episode of The Newlywed Game becomes as compelling as a chase around the school.

Payne and Hemingson are able to take Paul’s love of history and utilize that as a way to explore these three who have had difficult pasts and need to learn from this for their present. In a trend that’s mostly consistent in Payne’s work, this is also a film about the ruts we get stuck in and the push it takes to get out of them—or the ruts we might not even realize we’re in. The more the film focuses on Paul, Angus, and Mary, these themes get stronger and more beautifully handled, to the point that The Holdovers truly feels like the most empathetic film Payne has made.

The Holdovers also manages to be surprisingly gorgeous to look at, as Payne tries to match the 70s aesthetic with a film that pops and cracks, opening credits that are period appropriate, and, again, a warmth that matches the tone of the story perfectly. The Holdovers stands alongside Nebraska as Payne’s most visually pleasing film—an impressive feat, considering how most of this film takes place in a centuries-old prep school.

The Holdovers is a true delight, with Payne and Giamatti both at the top of their game, Randolph once again proving she’s always an exciting performer to watch, and the introduction of Sessa, who we will certainly be seeing more from in the future. It is one of the most wonderful films of 2023 because it manages to feel both distinctly like Payne while also expanding his style to something more heartening and charming than it seemed he was capable of creating. The Holdovers is a wonderful revelation from an excellent director who proves he’s still able to take us by surprise.

Rating: A-

The Big Picture

The Holdovers is Alexander Payne’s warmest film yet, imbued with tenderness and a comforting atmosphere, while still maintaining his signature dark comedy. Paul Giamatti delivers a brilliant performance as a cantankerous teacher with a bitter view of the world, yet his character remains deeply felt and compassionate. The dynamic between Giamatti’s character and Dominic Sessa’s Angus is a standout, with their growing affection portrayed in a natural and compelling way.

The Holdovers comes to theaters on October 27.