That woman is Elizabeth King (Patricia Hastie), the thrill-seeking wife of Matt King (George Clooney), a prominent citizen of Hawaii thanks to his flourishing law practice and, more importantly, his family history. His lineage can be traced back to the last remnants of Hawaiian royalty and his ancestors' shrewd investments have left him and the rest of the extended King clan with plenty of money and vast swaths of prime land, the last of which they are preparing to sell before their trust is liquidated by state law. As the sole trustee, Matt is in charge of overseeing the transaction, but he's understandably distracted by his wife's recent boating accident, which put her in the hospital and left him at home with their two daughters, 10-year-old rebel-in-training Scottie (Amara Miller) and 17-year-old wild child Alexandra (Shailene Woodley). Always the forward thinker, Elizabeth drew up a living will that stated she did not want to be kept alive by artificial means, so when the doctors determine that there's truly no hope for her recovery, they inform Matt that he has, at best, a few weeks to put her affairs in order.

In the process of breaking the tragic news to assorted friends and family, the grieving husband's world is further rocked by an unwelcome discovery: fed up with Matt's constant prioritizing of his job over his family, Elizabeth had embarked on a fling with local real estate agent Brian Speer (Matthew Lillard -- yes, you read that right: this lady cheated on George Clooney with Matthew Lillard). Egged on by Alexandra, who first discovered the affair, Matt becomes obsessed with confronting Brian and even takes his kids -- as well as his elder daughter's "good friend" Sid (Nick Krause), a slow-witted surfer dude who functions as both the movie's main source of comic relief and occasional voice of reason -- on an impromptu vacation in an attempt to track him down. In keeping with the movie's general "nobody's perfect" theme, Matt does eventually come face-to-face with nemesis, only to discover that he's far from the smooth-talking snake in the grass he imagined in his mind.

Shot on location in Hawaii, The Descendants takes advantage of the islands' gorgeous scenery without ever becoming a live-action tourist brochure. Payne has always excelled at imbuing his films a strong sense of place, from the podunk Midwestern town in Election to the sun-dappled vineyards of California wine country in Sideways. Here, he depicts Hawaii as a place torn between the past (represented by the Kings' large, unspoiled plot of land, as well as the pictures of the family ancestors that adorn the walls of Matt's home office) and the present (lavish resorts and putting greens in the front yards of every mini-mansion). Likewise, Matt himself is positioned at a crossroads, forced to find a way to bid farewell to his wife and their life together and embrace his new existence as a single dad in charge of ensuring that his own descendants understand their place in the world. The compelling mixture of humor and pathos with which Payne and Clooney depict the character's predicament makes up for some of the movie's more sitcommy touches -- as funny as Sid is, at times it feels as if Krause is auditioning to be Haley's new boyfriend on Modern Family -- and contrived plotting. (It's worth noting that, while Clooney is quite good here and will undoubtedly score a deserved Best Actor nomination -- the scene where he bids farewell to the Elizabeth for the last time is prime Oscar clip material -- Woodley proves to be the movie's breakout star. She captures the typical 17-year-old's rebelliousness and sense of entitlement without simply coming across as an overprivileged brat.) While The Descendants isn't as sharp as Payne's earlier films, it's the rare crowd-pleasing tearjerker where the tears feel earned.

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