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The Supporting Cast
"I mean, how often do old people just haul off and cold-cock you in the face?” -- Sid

As Matt King tries to find his footing as a father to Alexandra and Scottie, he is surrounded by friends, foes and relations who keep throwing him off course. The cast of characters that complete the ensemble that the three Kings run into on their journey towards reconciliation are an accomplished ensemble of actors hand-picked by Alexander Payne.

"The casting in this film provided a new and interesting challenge for John Jackson and me — to piece together not just a believable nuclear family but also an extended family and a community of friends as well — all of whom inhabit a fairly narrow enclave of class and race," says Payne.

For the catalytic role of Brian Speer – the mysterious real estate agent Matt King is chasing throughout much of the film – Payne cast Matthew Lillard, the tall, versatile actor best known for his comic performances and as Shaggy in the SCOOBY-DOO movies.

When Lillard read for the role, he was convinced it was the longest of long shots. "I walked in, and there were like five great looking guys waiting to read, all of them with that California movie star thing – strong chins and pecs and biceps," he recalls. "I thought to myself, 'There's just no way.‘ I already know that the chances of me playing George Clooney's wife's lover are pretty slim."

Lillard gave it his all and was satisfied just to have elicited praise from Payne. But four months later he was stunned when he received a call from Payne saying "I‘d love to have you be a part of this movie." Payne recalls that Lillard‘s speedy approach clinched it. "I like it when actors act fast. Later I told him that he should do more of his audition with his kids in the car, remarks the director."

For Lillard, it was a once-in-a-lifetime opportunity. "Your whole life as an actor you look for the chance to be part of an experience that is this special," he says. "I don‘t think I would ever have been the standard casting choice. I think I‘m outside the box, but that‘s what makes Alexander such a great director. He has the ability to make choices that set his body of work apart."

"As for Brian, who unwittingly becomes Matt King‘s greatest nemesis but also perhaps his liberator," Lillard says, "He‘s a real go-getter. He‘s a family man who truly loves his wife and kids as well, but he has a fatal flaw. He saw a financial opportunity with Matt‘s wife, only he got himself in too deep, too fast and suddenly, he‘s in the middle of an incredible situation. What‘s fun about it is that George Clooney goes on this whole transformative journey of hunting my character. But then, Brian becomes a kind of oracle who sends him back to his family to find a way through."

Another actress known primarily for her comedic abilities, Judy Greer, recently seen in the TV series Mad Love, was cast as Brian Speer‘s wronged wife, the seemingly soft-spoken Julie, who first runs into Matt King on a blissful Kauai beach.

Greer was taken by the way her character defies expectations and is much more than comic fodder. "She‘s a very modern mother figure," Greer observes. "She‘s earthy and sensitive and committed to keeping her family together no matter what. I like that Alexander put a very calm and grounded human being into this situation."

When the situation nevertheless explodes into chaos, it is Julie, not Brian, who finds herself at the center of a turbulent scene showing up at the hospital to make amends with Matt‘s comatose wife, only to find herself going off on a bedside rant. Greer could empathize with Julie‘s reasoning even if her behavior turns shocking.

"I think Julie goes to see Elizabeth because she is confused and concerned," says Greer. "Maybe she just wants to see the other woman. When you find out your husband‘s been cheating, you‘re taken over by feelings of jealousy and inadequacy and anger and sadness and maybe she just wants to get a look at the woman who ruined everything she thought she had. She also has an incredible amount of compassion for Matt‘s situation. The beauty of the scene and the way that it is written is that it is all of these things at once. She becomes taken over by what she‘s really feeling."

Confusion also reigns in the emotions of Matt‘s father-in-law Scott Thorson, portrayed by veteran screen and television star Robert Forster (JACKIE BROWN, MULHOLLAND DRIVE). A retired military man with a crusty drill sergeant‘s temperament, Scott is already dealing with his wife‘s Alzheimer‘s when he learns that his daughter‘s life is on the line. He channels all his frustration directly into blaming Matt.

"Scott regards his son-in-law as a grave disappointment," explains Forster. "He thinks his daughter was too much for him, she had too much spirit for this guy. Matt‘s got a lot of money but not a lot of drive, so he never rose to Scott‘s expectations of what a serious man should be. Scott‘s commanded men all his life, and Matt doesn‘t pass muster for him."

On Matt‘s side of the family, things are proceeding no more smoothly, especially when he starts to balk at an agreed-upon deal to sell the family‘s high-worth land to a local developer of golf resorts. This brings him into conflict with his laid-back cousin Hugh, played by two-time Golden Globe® winner Beau Bridges.

Bridges was drawn to the script for a lot of reasons. "Two of the reasons I wanted to be involved are Alexander Payne and George Clooney," he remarks. "These are two guys at the top of their game. I thought that would be pretty interesting."

He was also pulled in by his own passionate connections to Hawaii, a place that is almost a second home to him; he has visited regularly since childhood and attended college at the University of Hawaii. You can watch life unfold there, he says of the islands. Hawaii seems to have retained some of the simplicity of life that is missing elsewhere.

Hugh‘s character reflects back to Matt a way of life he is suddenly questioning. "Hugh is interesting," Bridges muses. "Like Matt, he‘s a mixed descendant of missionaries and Hawaiians, but he wants to sell the land they‘ve inherited. He justifies his position by saying that the land is going to be sold to a local businessman and not to someone who‘s going to build a Wal-Mart . . . but he still wants the money."

Bridges also thinks Hugh believes he‘s looking out for Matt in a time when his cousin might not be thinking straight – even if Matt feels like he‘s finally seeing things clearly for the first time. "I think Hugh, in his heart, truly wants the best for Matt," Bridges concludes, "but he also does not want him to be a fool, and in his mind, not selling this valuable land is just crazy!"

Alexandra‘s overbearingly boyish and goofy best friend Sid, played with abandon by rising teen star Nick Krause, is an interloper into the King family who winds up making his own iconoclastic mark on their road adventure.

Sid kind of serves as Alexandra‘s comic relief, Krause says, "so they hang out together, especially in troubled times. Sid is so laid back that he‘s completely forgotten any social standards. He never knows what to say or how to put anything tactfully. Even though he always means well, he just doesn‘t know how to express it."

That dismaying lack of tact often leads Sid into trouble – as it does when Alexandra‘s grandfather hauls off and socks him for giggling at his wife. The scene became one of author Kaui Hart Hemmings‘ favorites on screen. "I like it because it's absurd but it also feels so real," she says. "It‘s almost all dialo

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