And sure enough, as Giamatti recited the listings, he brought the house down.

He believes in his teaching mission and will get it done, regardless the effect on his own popularity.

Payne recalls his own version of Hunham from childhood a prick Latin teacher from his Jesuit school.

Paul Giamatti and Dominic Sessa in The Holdovers movie

Paul GiamattiAndrew Zaeh for Deadline

A magnificent Saint Prick.

He made kids cry in class.

It was a centuries-old method of, how do you say the word?

Payne thought of him often during filming.

The moment class was over, and you talked to him, he was the nicest guy.

The willingness to be disliked.

In fact, welcoming it.

Thats definitely in the movie, Giamatti says.

An early scene shows this exact characteristic in Hunham.

He berates Hunham for failing a pupil whose parents have deep pockets.

But Hunham will not bend.

All three know what it is to be left behind.

And it is clear that Barton, which is also his alma mater, is all he has.

I was like, Fine, where do you want me to show up?

Payne later told his longtime editorKevin Tentthat he and Giamatti were both just giddy to be working together again.

I think theres just deep, deep mutual respect for each other, Tent says.

He gets this stuff really right, Giamatti says of Payne.

Oftentimes, classroom stuff bothers me in movies because I dont believe it.

Like what, for example?

I mean, offhand, I just often feel like it just isnt convincing.

Its like I dont believe this is a real classroom.

I dont believe this is really a teacher.

It just is all too simplistic-seeming and sounding.

But this actually felt…

I believed all the details, even in the script.

I was like, I buy this.

I studied at prep schools my entire primary school education, and then went to Yale, she says.

I also know what it feels like to feel othered as an outsider.

Once she was cast, Payne mailed her a carton of cigarettes as a sort of invitation.

Mary is a smoker and Randolph is not, but she would learn to make it real.

And she dove deep into understanding the mindset of a woman who has lost her only son.

Sometimes it happens out of that projected order.

And you could be here, and then jump back to anger or denial.

She also started to feel out Marys long spaces of silence in Hemingsons script.

David, beautifully, wrote almost like it would turn into a novel.

He would just write in prose the environment.

And from that, I had to create a whole world for myself.

It would also be where they would find the actor to play Tully.

After several meetings with Payne and Giamatti separately, Sessa realized they were actually serious about casting him.

He had previously only known Paynes filmThe Descendants We studied the book in eighth grade, he says.

During what would be a final audition, Sessa and Giamatti read through the entire script for Payne.

[Payne] didnt say anything about what we had read or what we had done.

There werent really any acting notes, Sessa says.

InThe Holdovers,the year is 1970, an era Payne chose partly for practical reasons, he says.

We knew it couldnt be a contemporary story, because there are no more single-sex boarding schools.

Somehow Hemingson said, What about 1970?

And it just felt like an unusual year in which to set a movie.

And then theres the soundtrack.

Ahead of the shoot, Payne set about showing some films to Sessa.

Just ones I like that more or less straddled 1970, he says.

That was a common kind of archetype prototype of the period.

I watch that about once a year.

And then, I thinkAll the Presidents Menmaybe.

As rough as it was, youve got to love all that.

The old wood and the leather.

That stuff is really seductive.

The old dining halls… and the guy Im playing loves the fantasy of that stuff.

Randolph also found a sense of recognition in Giamatti, both having studied drama at Yale.

And then I was like, Oh, were going to be good.

You really are bringing that performance through the space to an audience.

But his newness to film was in Randolphs mind hugely helpful.

And Giamatti found Sessas lack of training personally inspiring.

He would advocate for his character in a way that Id kind of forgotten about.

Im more adept and professional and whatever.

But sometimes he would step back and go, I dont know.

Because Ill just be like, What do you want me to do?

Where do you want me to go?

You know what I mean?

Its like Im a dog in some ways thats been trained.

And without all of that stuff, there was a really great freshness to that thing.

It was really great sometimes.

It made me step back and slow down and think things through.

I never wouldve thought of that.

Dom said, Well, thats what I wouldve done.

I wouldve pushed two of the beds together.

[I thought] Thank god youre here.

I cant think of all that sh*t myself, Im just the gatekeeper.

But you have no idea how much that doesnt happen, how rare that is, Giamatti tells him.

Payne is nothing if not open tosuggestions from his cast and crew.

So, I have to ask, why the squirrel?

Because who doesnt want to see a squirrel?

That poor woman, says Giamatti.

It took about 10 takes and was the best shot in the movie, Payne says.

But the reason he is telling this story is to credit the key grip for his expert input.

I go, Oh, my god!

Thank god youre here!

Randolph brings up this aspect of Paynes direction too.

Im just so grateful to have worked with creatives that were so collaborative and open.

Alexander didnt have to be like that, as decorated a director as he is.

One big takeaway for Sessa was Paynes instruction to show less on camera.

The cameras going to smell it on you.

The big schnozzola of the camera smells it.

And Payne is right up there with the camera.

Hes literally five feet away from you, says Sessa, he is literally the camera.

His face is up against the camera, adds Randolph.

Theres no video village.

And I remember the first week I was like, So Paul, does he leave at some point?

And he says, No.

In a way, at first it was daunting, it was different.

I was like, I feel like hes invading my space a little bit.

And then very quickly, it grew to be a comfort for me.

I would look for him, like, Wheres he going?

I would wait for him.

I tell Payne and Giamatti my favorite scene takes place in a Boston liquor store.

And Hunham, forced into connection, begins to reveal he is not a simple Scrooge at all.

After a painfully revealing run-in with a former Harvard classmate, Hunham needs a drink.

Tully: You got kicked out of Harvard for cheating?

Hunham: No, I got kicked out of Harvard for hitting him.

Tully: You hit him?

What, like punched him out?

I hit him with a car.

The scene was a long walk-and-talk around the store caught in a single shot.

I kept screwing my lines up terribly, Giamatti says.

If you have actors who can sustain four pages at a crack, take advantage of it.

But this is not Giamattis favorite scene.

That was something on the page I really liked, Giamatti says.

And it was really, really nice to do.

And then watching the boy skate gives the audience a moment to sink into that feeling with the character.

And then, who has given him this thing?

That boy whos now onto something else, which is a moment of joy.

I mean, for me, that wordless ice-skating scene is the love scene.

Theres love in that scene.

Payne wont let us linger there even a beat too long.

Instead, he switches to a genuinely funny TV show shes watching.

Then Hunham appears and she simply hands him a coffee cup of whiskey.

And here at the end comes Paynes master stroke.

Its the kind of ending where we feel held but not patronized, satisfied but not mollified.

Hunham has sacrificed his job, his entire life at Barton, to save Tullys future.

But Tully ignores them and approaches.

As they stand there, with all that they understand about each other, they make only small talk.

And it is the saddest and best of scenes.

They dont need to hug.

Its in their eyes, Payne says.

And once again, in the midst of poignancy, Payne makes us laugh out loud.

As Hunham drives away, he pulls a gleaming bottle from his bag the Cognac from the headmasters desk.

Taking a swig, he spits what must be about $200-worth out of the window.

The old setup and payoff, Payne says, smiling.