On the heels of their first two films -- Citizen Ruth, a comedy set in the world of abortion protesting, and Election, a savagely funny look at high school student council politics -- comes About Schmidt, a darkly comic tale of a severely depressed and alienated sixty-six-year-old man.

When Election was released in 1999, Alexander Payne and Jim Taylor were recognised as "perhaps the only true social satirists now working in American movies" (David Denby, 4/26/99).

Payne and Taylor's characters would stick out like sore thumbs in a line up of major motion picture heroes. They don't even qualify as anti-heroes -- they're just people like everyone else, normal people with selfishness, petty ambitions, and uncertain ethics. "I know that Jim and I feel very acutely the pathetic side of our own lives, and we try to turn it into the stuff of comedy," says writer/director Payne. Co-writer Jim Taylor adds, "Most true comedy comes out of pain, out of some uncomfortable situation."

what about warren schmidt?

"He's just a nice Midwestern guy who has played by the rules he was instructed to play by," says Payne. "What interested me was taking everything away from the man -- his career, his marriage, his daughter, his fatherhood, all the institutions that had given him some semblance of meaning. Without those things, maybe a man is forced to find the bedrock of who he really is. And maybe at his age it's too late. Maybe he lacks the necessary tools anyway."

"I also like the idea of a crossroads in a person's life," Payne continues. "It's a time when you're passing from one phase of your life into another, and in the best scenario you're supposed to feel proud and be looking forward to what is to come, but all you really usually feel is emptiness and alienation. And alienation is good fodder for comedy."

Payne had in fact written an earlier script for Universal that covered similar ground called The Coward. "I'd started it in film school," he recalls, "and finished it for a studio, but they weren't interested in making it. I went on to make two other films, but I never forgot about it. And ultimately I was able to combine it in with ideas from Louis Begley's About Schmidt."

About Schmidt is the synthesis of that early The Coward screenplay and the novel About Schmidt by Louis Begley. Producers Harry Gittes and Michael Besman had envisioned the project with Jack Nicholson from the start. Besman gave Gittes the book to read. "I liked it immediately for Jack," says Gittes, who had produced Goin' South for Nicholson, a film which Nicholson directed as well as starred in. "About Schmidt is all about human behavior, and human behavior is what Jack Nicholson is all about."

Besman, whose background includes years as a studio executive, had a well-honed skepticism about the likelihood of getting an actor of Nicholson's stature to even read the book, never mind agree to be in the film. As Besman recalls, "Harry read it pretty quickly and said 'It's great. It's great for Jack.' I just figured, 'Nothing will ever happen,' because it almost never does. A few weeks later Harry came back and said 'Jack loves the book.'"

Jack Nicholson is one of a few figures in Hollywood whose name is sufficient to conjure up a bevy of images - the detective J.J. Gittes, the sailor, the young Southern lawyer, the crafty mental patient, the retired astronaut, the obsessive-compulsive cantankerous writer, the belligerent Marine colonel, and the Joker. He is truly an icon, an actor with one of the most distinctive careers in Hollywood.

"Alexander is a huge fan of '70s movies and '70s filmmaking," says producer Harry Gittes. "Alexander the filmmaker is a throwback to the time when after you went to a movie, you went out and had a coffee to talk about it. Your whole evening would be built around going to the movie and discussing it. Alexander wants to make movies that make you think."

Payne and Taylor sat down to adapt the novel with the intention of borrowing a few things from Payne's The Coward. But as they went along, they found themselves using more and more material from the earlier script, including Schmidt's lengthy correspondence with Ndugu, the six-year-old Tanzanian child whom he sponsors through an organization. By the time they were finished, it was a melding of The Coward and the novel.

"When Alexander showed us his changes," says producer Michael Besman, "we were blown away. What he'd done was make it his own."

Kathy Bates' response to the script was immediate. "I was so moved by it," says Bates. "One of the threads of the story that I enjoyed were the letters that Warren sends to the little orphan boy in Africa." Bates describes her character: "She truly considers herself to be a real artist, although her ex says otherwise. Roberta is also very comfortable with who she is. She loves to talk about all kinds of things that most people don't want to hear about, including her overwhelming sexuality, because Jack's character is just the opposite. The scenes between them were a lot of fun to play and fun to watch."

Jack Nicholson's career is a rare example of substance over style. "He simply doesn't care about the way he looks," Roman Polanski once remarked. "With Jack, it's only the results that count." Producer Harry Gittes says that Nicholson has a general philosophy about life's inevitabilities: "It's one of the things I've always really loved about Jack. When he realized, early in his life, that he was going to lose his hair, his response was to show everybody that he was losing his hair. To get it out there in front of everybody, to accent it, to get it over with."

Pauline Kael once said of Jack Nicholson: "He lets you see into him, rather than controlling what he lets you see." Fellow actor Harvey Keitel noted: "…there are hundreds of people inside him, a whole world." Producer Harry Gittes, who has watched Nicholson on and off the screen for over forty years, says of Nicholson's Schmidt, "It's just amazing to still be surprised by a friend. I've known him for so long, and I see other characters when he's fooling around, but I've never seen this particular guy - Warren Schmidt. He's Jack in a way you've never seen before."

"Jack surprised me every day with how good he is," says Payne. "He's clearly one of the greatest film actors of our first hundred years of cinema. Still, when we worked I did not see all his other films in him. I simply saw this actor doing this part. When he's acting, you can see thoughts ripple across his face. Even a blink or a look away has some decision to it, some specificity. And the accumulation of those specific moments makes for great complexity in what he's doing."

"My favorite stuff in the film is when he's alone and depressed," says Payne. "I like watching people alone. I'm much happier shooting a person alone in a space feeling something than I am shooting the interaction with someone else. Screenwriters don't write that stuff too much. You always have that pressure 'Oh, they're not talking.' Or 'Let's get to the dialogue.' That's unfortunate. I like to see what people do when they're alone."

Payne is always asked why he chooses to set films in Omaha. Says Payne: "You wouldn't ask Martin Scorsese or Spike Lee or Woody Allen, 'Why New York?' Or Quentin Tarantino, 'Why LA?' It just happens they're from there. Well, I'm from Omaha. Movies shot in LA or New York - by their sheer numbers -- are offered up as examples of American culture, as if this is what Americans do, and the only reason for it is that film people live there. But American life is atypical in Los Angeles and New York. There's a huge continent in between."

"It's simply that the style of these Omaha films demands a certain degree of realism, of trying to recreate what I see in real life, not the supposed realism of other movies," says Payne. "And I make a point of it not for its own sake but rather only to the extent that one must fight a number of stubborn assumptions about how American movies are supposed to look - that hair should be always combed and perfect, that cars are always new and clean, that everything should be made pretty and camera-ready. Only 'positive' things are somehow worthy of being filmed. And then, of course, your characters should be 'likeable,' and you must have an ending that resolves or redeems everything and just entertains. I honestly don't understand it."

But Payne goes to great lengths to create an environment in which his actors feel comfortable to allow the complexity of human nature to emerge. "That's the director's number one job in making the film -- to make everyone else feel comfortable in what they're doing," he says. "It's hard to be yourself with that camera. I have incredible respect for film actors. The really good ones have a very special relationship with the camera. It's almost as though they're able to tell the camera things they can't tell any single real person."