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The Heartland - Location
"My dad built all of this." --Woody Grant

For Alexander Payne, "Nebraska" is a kind of home-coming to the Midwestern setting of his first three films - "Citizen Ruth," "Election" and "About Schmidt" -- which established his deadpan-funny vision of Americana, before he took journeys to California and Hawaii in the equally acclaimed "Sideways" and "The Descendants."

Yet, this is a homecoming to a place that has been changing. It's a place that has unwound into strings of fading towns that might not have much in the way of 21st Century economic prospects, but still nurture a way life that once defined the country as we knew it. It's also a place that highlights the dilemmas of Woody and David Grant, a father and son who aren't quite sure what to make of one another's futures.

Payne chose the locations for "Nebraska" with a meticulousness that is part and parcel of his style. Indeed, his unending quest for naturalistic settings often becomes one of the main challenges of his productions. Notes Berger: "Alexander casts locations just as carefully as he casts the actors."

Given that the film would be black and white, tone was an essential consideration for both locations and costumes. It was a new experience for everyone. "I've never designed for black and white before, but we drew what we could from classic, old movies," notes production designer Dennis Washington, whose films include "The Fugitive," "Prizzi's Honor," and "Stand By Me." "We had to kind of relearn tactics used in the past - and then we coupled those with new digital tactics."

That education began as soon as Washington joined the film. "When we were scouting, I started taking pictures in color and transferring them to black and white, so I could see the changes. You might think it's obvious what's going to change but it's not. Your focus goes to one thing in color, but in black and white, suddenly it is elsewhere. So I began to understand all that. Later, everything we learned helped us to focus subtlety where it should be, to work with the lighting, and to know when and how we could bring the contrast up to get that gorgeous quality of black and white photography."

Plainview, Nebraska - a town that echoes its humble, straightforward name - stood in for Hawthorne. "We wanted a town that could give you a feeling for where Woody came from, the kind of town that hasn't changed all that much. Plainview is a vibrant little town - it's not necessarily like the town in the script - but it has some of that feeling of being set in its own time," says Washington.

He goes on: "Hawthorne is meant to be a place that is not too cute. It hasn't been gentrified. You see a mix of the new and old, but you get the feeling that this town just hasn't moved that much. It's surviving, and so are the people. All the work we did on the town was very subtle."

For the sake of filming, many street signs were changed from Plainview to Hawthorne, which did have its consequences. "I understand there was a Fed-ex driver looking for a Plainview address and all he could find was Hawthorne, so he was desperately lost in the middle of town," laughs Washington.

This was Washington's first time working with Payne, an experience he savored. "I don't know if I've ever spent as much time with the director scouting locations, and talking about theory and the story," he elucidates. "Alexander told me at the start, 'I'm very particular with locations' and he puts his money where his mouth is. He was out there with us going to strangers' doors and saying, 'You don't know us, but we'd like to look at your house.' He always has something very specific in mind, but he is always open to opportunity. You will be in the car with him and he'll suddenly stop and say 'Look at that sign. We've got to have that sign.' All of that enriches the story in every moment."

For costume designer Wendy Chuck, who has worked with Payne since "Election," "Nebraska" was a true study in subtlety - as she worked meticulously to allow the characters to seem the very opposite of meticulous, to be as casual, natural and real as anyone you'd meet on a Midwestern street.

For Bruce Dern's Woody, she took a bottom-up approach. "It started with finding the right shoes," she explains. "He does all this walking in the cold. So I started with what I took to be 'old man' comfortable shoes. Then, I decided to keep him in the same jeans the entire movie. You think 'oh just jeans' but we wanted just those kinds of pants that maybe you bought too long and eventually they start to fray at the bottom. We put some real age and patina on his pants."

Similarly Chuck's team put Woody's plaid shirts through a cement mixer and soaked them with lemon to fade them out into something as worn out as he is. The shirts are topped off with the jacket that takes Woody through the whole movie. "We got lucky, finding the perfect jacket in the Salvation Army in Norfolk, Nebraska, which is as local as you can get," says Chuck. "It had all the right texture, all the age and it gives Bruce just the right shape for his performance. It gives him a layered look -- and I feel like part of who this man is is having a lot of layers. So that's what you see in Woody."

David starts out in contemporary men's casuals but as the film's goes on, he ultimately echoes his father's plaids and jeans. "We see them coming a little closer together," Chuck observes. "David has many of the same kinds of items as Woody but in slightly different versions."

Though she might have been working with such everyday items as June Squibb's easy-going button-downs or Stacy Keach's trucker hats, Chuck had the sense she was creating a luminous portrait of everyday life. "From the first week on this film, I was on a high because I felt like I was contributing to what I consider to be a work of art," she says. "It's so very exciting to wake up every day and feel passionate about what you do, to be excited to go to the set, to see people that you love, to collaborate with them and every night, to want more of that experience. To be hungry for more, that's a gift."

On the heels of principal photography, Payne and his longtime editor Kevin Tent, who has cut all his films, began to weave the narrative into its final form. The final touches included a score by Mark Orton, the composer and multi-instrumentalist known as a member of the genre-defying chamber group the Tin Hat Trio.

"Alexander started off using a temp track by Tin Hat Trio, but he fell so in love with the music, he brought Mark in to do more," explains Berger. "Mark's music has a haunting, soulful quality that is very cinematic. The score he gave us really fits the landscape and the quality of the characters - there's that same mix of humor and depth to it."

That same combo of the funny and finely-observed imbues the whole film, but the filmmaking remains understated to the point that the audience is invited to bring their own experiences into the mix.

"I think for many people there's a road trip with a parent, or a moment with a parent, that you always wanted to have happen," concludes Yerxa. "Maybe it never did happen, but it's always there in your mind. 'Nebraska' takes that journey."

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