From “My Best Friend’s Wedding” to “The Holdovers,” Paul Giamatti Is One of Cinema’s Great Listeners

This essay about Paul Giamatti in The Holdovers is part of a series of long-form works of criticism about films nominated for the 2024 Oscars released the week before the ceremony. 

“If you truly want to understand the present or yourself, you must begin in the past,” classics professor Paul Hunham (Paul Giamatti) lectures his student Angus (Dominic Sessa), late in Alexander Payne’s Best Picture-nominated film The Holdovers.

For his work in the Christmas-set comedy Giamatti received his second Oscar nomination, and first in the lead actor category. But to understand the magnitude of the actor’s warm, yet thorny performance, you must go further back into his filmography where the seeds of his on-screen persona were sown: his beguiling three-minute scene in P. J. Hogan’s romantic comedy My Best Friend’s Wedding, starring America’s Sweetheart Julia Roberts.

Roberts plays Jules, a 27-year-old food writer, whose unhinged attempts to derail the wedding of her best friend Michael O’Neal (Dermot Mulroney) drives her to extreme acts of amoral depravity. About an hour into the film a disastrous email she drafted in the guise of Michael’s father-in-law accidentally gets sent, and it seems Jules’ plot to implode the wedding may actually come true. But instead of feeling euphoria, the guilt wracks her to her core.

Detached and sitting cloaked in her own despicability, Jules leans against a closed hotel room door, her legs pulled to her chest, smoking a cigarette of shame. Clad in a red bellman’s uniform, Giamatti is introduced pushing a luggage rack so full of bags it obscures his face. Jules keeps her head down, avoiding his gaze. The bellman stops pushing the rack, asking her if she’s locked out of the room. Jules’ voice cracks as she says, no, she just stepped out for a smoke, it being a non-smoking room.

At first Hogan films the two in a wide shot, each actor occupying a different side of the stark, white hallway, before pushing into a medium shot as the bellman reminds her that it’s a non-smoking floor, too. Giamatti’s eyes remain cast away for hers as he speaks, splitting the word “too” in half, almost swallowing it at first, then adding a layer of empathy, rather than admonishment, as he finishes the sentence.

The camera holds on this medium close-up before cutting to one of the distraught Jules, as she expels smoke from her mouth. When the bellman suggests she could go to the lobby, she replies, “Why don’t you have me arrested?” A wondrous smile grows on Giamatti’s face as he reacts to Jules’ outlandish statement. “I mean it,” she insists, “I am a dangerous, criminal person,” she continues as she locks eyes with him, finishing, “I do bad things to honest people.” A look of true concern washes over his face as she says he could make a citizen’s arrest, her voice cracking as she likens it to getting Al Capone for tax evasion.

Hogan then cuts to a two-shot as the bellman kneels to address Jules directly to her face. “Can I help you, miss?” He gently asks. They lock eyes. She sees his nametag. “Do you smoke, Richard?” she asks. “Yes, I do,” he replies, “but. . .” “It’s a non-smoking floor,” she finishes. “Yep.” he says. Again, Giamatti breaks this simple word into two syllables, finding the musicality of the word. The actor fills a straightforward answer with layers of warmth and understanding.

As she offers him a puff, he looks to each side of the empty hallway, then takes a puff himself, exhaling a deep sigh of relief. The camera holds steady on Giamatti’s face, his first true close-up. A cut to Jules reveals a hint of recognition in their eyes in this moment of mutual satisfaction over a shared cigarette.

The bellman looks down again, saying “You know, my grandmother always said, ‘This too, shall pass.’” His elongation of the word “pass” again imbues the simple word with an unexpected depth of emotion. He looks up, locking his eyes with hers. They share a beat of silence. Jules looks down to the floor, “Thanks, Richard,” she breathes. His bright eyes smile back at her. He stands, pushing the rack back down the hallway once more. Exiting the frame, the bellman offers a simple wave and a knowing smile. As the bellman quietly leaves Jules she is forever touched by this moment of kindness, while Giamatti, the actor, leaves the film touched by three minutes of pure, human connection.

Giamatti has continued to use his unique grasp of syntax to mine simple dialogue for rich emotional complexity throughout his now decades-long career. This skill has particularly suited him for the decidedly humanist comedies of Alexander Payne, whose films are resonant with mordant humor and pathos. Payne’s characters are prickly, sometimes standoffish and almost always use their wits to mask great internal sorrow, perfect for Giamatti’s acumen with language and infinitely expressive face.

In their first collaboration Sideways, Giamatti plays Miles Raymond, a depressed teacher and dissatisfied unpublished writer on a week-long road trip through Santa Barbara County wine country to celebrate the upcoming nuptials of his best friend Jack (Thomas Haden Church). During the trip he makes a connection with a soulful waitress named Maya (Virginia Madsen).

In the film’s most venerated scene, Maya probes the shy Miles to share why he likes Pinot so much. While delivering a poetic monologue about the dedication it takes to grow this specific grape and its resilience, Giamatti further demonstrates his distinct ability to use his agility with syntax to transform any kind of dialogue into soulful verse. When Maya shares her philosophy about the life of wine, it’s his turn to listen. Again we see Giamatti’s other great strength as one of the great cinematic listeners. Payne holds a tight close-up on Giamatti’s face as he quietly listens, his eyes locked into hers. His breath slow, steady, and methodic. His eyes a well of pain and poetry. As in My Best Friend’s Wedding, these two characters share a brief moment of true connection. The profound experience of recognition, of being seen and heard and understood, all expressed through the many nuances of gaze.

Throughout the The Holdovers, Giamatti flexes both of these cinematic muscles, finding the musicality of screenwriter David Hemingson’s erudite prose and the humanity in the connections his character, also named Paul, forges over winter break with troubled student Angus and bereaved cafeteria manager Mary Lamb (Da’Vine Joy Randolph). Due to his mother’s recent re-marriage, Angus has been “held over” at the fictional elite New England boarding school Barton Academy over the 1970/1971 Christmas break. Throughout the film Paul and Angus butt heads, while the grieving Mary does the best she can to get through the first holiday season without her son Curtis, who died in the Vietnam War shortly after graduating from the Academy earlier that year.

Described by those around him as a “real asshole”, Paul holds the world – and his students – to a high standard and a strict moral code. This allows him to build a barrier around himself that he rarely lets down. Yet, as the two weeks progress and he spends more one on one time with both Angus and Mary, all three find themselves revealing the deepest recesses of their humanity with each other.

In an early scene, Paul shares a drink with Mary as the two watch The Newlywed Game on television. After bonding with schadenfreude while watching contestants that will likely divorce, Paul asks Mary about her own marriage. As she shares the story of the shipyard accident that killed her son’s father Harold, Paul holds his body stiff as he listens, uneasy with this newfound intimacy.

Again, his eyes remain cast to the floor, shooting an occasional empathetic glance her way. But as Mary shares her deceased son’s dreams of attending college on the G.I. Bill, he watches with his one good eye. His gaze, tears ever so slightly welling, remains fixed on her. Mary lights a cigarette as Paul sighs, turning his head back towards the television, his face filled with sorrow. “Here we are,” she says with a sharp breath, “with my Curtis in the cold ground and those boys safe and warm in their beds.” Mary takes a drag on her cigarette, then continues, “It’s like you said, life is like a hen house ladder.” Paul turns to face her again, brow furrowed. The two share a laugh as Mary proclaims one of the kids the “crown prince of all the little assholes.”

A few scenes later, after all the holdover students, save Angus, have left on a skiing trip, Payne returns Paul and Mary to this same setting, with their sole ward in the background reading a book. Gone is Paul’s rigid body language. Instead he sits comfortably on the sofa, smoking a pipe with a broad smile on his face. It’s his turn to share his story. When Mary asks if he’s ever been married, Paul scoffs, then chuckles. Sharing that although he came close once, his face is “not exactly forged for romance.” Unlike the previous scene, there is a joviality to Paul’s very presence. His eyes shine, his whole face becomes looser. In these scenes we see Paul almost as the two faces of drama and comedy. As in My Best Friend’s Wedding, he often walks the line between these two emotional states, sometimes in a matter of mere seconds.

While Paul’s scenes with Mary are reliant on Giamatti’s talents as an empathetic listener, his early scenes with Angus are fraught with comedic disapproval as the two clash throughout the week. However, by the end of the film there are a few scenes that combine these skills. They showcase the actor’s singular talent for exploring the nuance of words through his carefully crafted enunciation and his ability to broadcast a well of raw, unfiltered emotions with a single glance.

Shortly after visiting Angus’s mentally unstable father in an asylum, the boy confesses to Paul his fear that he will one day share his father’s fate. Payne holds Giamatti in a medium close-up as Paul assures his student that no one is their own father. His voice is clear and steady as he declares, “I am not my dad, no matter how hard he tried to beat that idea into me.” The actor takes a deep breath, then holds his fixed gaze on Angus for a prolonged beat. Looking away, he sighs, before facing the boy again, saying in a low, yet impassioned tone, “I find the world a bitter and complicated place, and it seems to feel the same way about me.” Giamatti elongates the words as he says them, milking the depth of meaning out of each and every syllable.

Giamatti inhales a deep sigh while simultaneously adding, “I think you and I have this in common,” a half smile on his face. After reciting a laundry list of Angus’s faults, he emphasizes again, that he is not his father, he’s his own man. Payne cuts back to Sessa, his eyes reflecting the exquisite joy of feeling seen. Still speaking in an emphatic, yet hushed tone, Paul corrects himself, reminding Angus that he is still a boy, and he still has time to turn his life around. A wry smile on his face, Angus looks down, then, holding back tears, faces his teacher once again, as Paul insists, “in real life, your history does not have to dictate your destiny.”

The final moment between Paul and Angus finds the student shaking hands with his erstwhile professor. Giamatti’s silent face reveals a mixture of raw pain mingling with the unfettered joy of truly seeing Angus – and being seen by him in return. “See ya,” the boy says over his shoulder as he bounds out of the frame, and into his future. Giamatti allows every one of his emotions to finally burst above the surface as he watches him go. Payne centers Giamatti in a tight close-up, a serene smile on his face. He takes a deep breath, then quietly replies, “see ya,” as his eyes fight back tears.

In both My Best Friend’s Wedding and The Holdovers, Giamatti’s characters are introduced as people with authority, who could easily use their power to make others miserable. Yet, whether it’s only the three minutes with Jules or over two hours with Angus, the act of forming a true connection transforms them both. Giamatti’s masterful dexterity with language and the compassion he brings to the art of really listening, not just as a scene partner, but as one human being to another, casts a captivating spell over his fellow actors, and the film’s viewers alike. If there’s one thing Giamatti has perfected, it’s the art of transmitting that delicate, simple human touch, and ever so gently leaving the audience stirred somewhere deep in their souls.

The Holdovers is now streaming on Peacock

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Marya E. Gates

Marya E. Gates is a freelance film and culture writer based in Chicago. She studied Comparative Literature at U.C. Berkeley, and also has an overpriced and underused MFA in Film Production. Her other bylines include, IndieWire, Emmy Mag, The Playlist, Nerdist, and Vulture.

Marya has written 2 articles for us.

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