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As in his previous two films, Jason Reitman knew that Up in the Air would hang on the bones of its tricky central character, a man who had to be charming, sharp and relatable while hiding an unrecognized sense of emptiness behind his confident swagger and his supposed joy at being "baggage-free.” So, from the beginning, the story was written with Academy Award® winner George Clooney in mind. "If you're going to make a movie about a guy who fires people for a living and wants to live alone, he better be a darn charming actor. And there really isn't anyone better at that than George Clooney,” Reitman explains. "The role was tailor-made for him and it was probably one of the most exciting moments of my life when he finished reading it and said to me, ‘Jason, it's great.'”

Clooney has demonstrated a broad range in roles, from the smooth convict Ulysses in the Coen brothers' screwball musical-comedy O Brother, Where Art Thou? , to heist expert Danny Ocean in Steven Soderbergh's blockbuster Oceans Eleven and its sequels to his Oscar®-nominated performance as a "fixer” for a corporate law firm in Tony Gilroy's thriller Michael Clayton.

Reitman says Clooney brought a diversity of shadings to Ryan Bingham, playing him with a humanity that keeps the character darkly funny without slipping into farce. "At a moment's notice, George can jump right into any type of scene, be it emotional or comedic,” he says. "George and I have a very similar comedic sensibility. We both believe comedy should be dealt with honestly, that you shouldn't try to make something funny. The writing needs to be funny, but the acting needs to be honest.”

Clooney also brought an air of excitement to the entire production. "He's just a lovely guy to have on set,” Reitman concludes. "People say that a lot and you presume that it's gotta be hype, but it's not. He's the real deal and he makes people comfortable. That was an enormous asset.”

Adds Ivan Reitman: "George has this wonderful charm and light humor about him so that he can take this man who finds himself in very serious situations and find just the right tonality to play that. He manages to be both a charismatic movie star and to carry as much weight as he ever has in a movie before. I think that's a very exciting combination for people to see.”

Many were struck by the chemistry between the writing and Clooney's delivery. "Jason is able to write dialogue that is sharp and cutting, yet has real soul, and that's who George is,” sums up Jeffrey Clifford.

With Clooney cast in the main role, Reitman focused on the two unusual women who force Ryan to question the contours of his future as a perennial free agent. For the vital role of Alex, whose elite travel program savvy seduces Ryan but who also triggers a desire for real sharing, he turned to award-winning actress Vera Farmiga, best known for her role in Martin Scorsese's The Departed. "The role of Alex is a tricky one,” comments Reitman. "This is the woman who captures George Clooney's heart and she's also a unique female movie character. Vera came at it perfectly, with such charm, beauty and, frankly, balls that you fall in love with her as she's flirting over mileage status. What I love about these characters, and about how the actors including Vera played them, is that you don't judge them. They're just real people.”

Farmiga was drawn both to the story and to working with Reitman. "The writing in this script was sharp as a tack, and the characters brilliantly edgy and witty,” says the actress. "I think heroines in a Jason Reitman film are quicker, sharper, more intelligent and more eccentric than most other film female characters. And that's what drew me to Alex. The film also has such poignancy and enormous social relevance.”

She also found it plain funny. "Jason knows comedy – it's in h

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