A testament to how the most deceptively minor details can sometimes either enliven or detract from a film's spirit and lifeblood, "The Descendants" uses its Hawaiian locations not as a predictable, rudimentarily picturesque vacation backdrop, but as a viable place to live with more to it than surfing and beachside resorts. From the outside, it looks like a problem-free paradise, but guess what? Locals live and die and suffer from the same diseases, betrayals and disappointments as everyone else. Matt King (George Clooney) knows this firsthand. His beloved wife, Elizabeth (Patti Hastie), always the adventurer, was the victim of a terrible boating crash and has been in a coma for several weeks. He is devastated after the doctor tells him that her condition is not going to improve, but then receives another conflicting shock on top of that when 17-year-old daughter Alexandra (Shailene Woodley) confesses that the reason she and her mother were fighting just prior to the accident was because she had caught her having an affair. A wake-up call to the mistakes both of them made in their marriage, Matt is now faced with the unthinkably hard act of saying good-bye to a soul mate whom, it turns out, had privately fallen in love with someone else. Aloha!

Writer-director Alexander Payne's long-awaited follow-up to 2004's "Sideways," "The Descendants" is well within the filmmaker's wheelhouse of sensibilities. A character-rich tale of internal complexity and human fallibility, the film, adapted by Payne, Nat Faxon and Jim Rash from the novel by Kaui Hart Hemmings, pleases not only because it's dramatically absorbing and sneakily funny at times, but because the people involved feel real and speak their mind when necessary. Too often in movies, information key to the plot goes unsaid or is lugubriously prolonged in order to drag out a contrived narrative that would wrap up in moments if the right things were being uttered aloud. Here, those very revelations are aired out early on, from Elizabeth's infidelity to the identity of her lover, and the remainder of the picture thoughtfully focuses on how Matt, Alex, and the other characters involved deal with said knowledge. Matt is understandably spitting angry at first, but this is not a story about revenge or callousness; it's one where he tries to rise above the mess and be the better person.

Tracking the other man, a real estate agent named Brian Speer (Matthew Lillard), to his vacation home, Matt sees that he, too, has an unsuspecting wife, Julie (Judy Greer), and two children. His intentions aren't to destroy Brian's family, but to let him know that he's only got a few days left if he wants to see Elizabeth a final time. How this plays out when they show up at the Speers' cottage door, and how Matt and Alex navigate an awkward situation they are not exactly adept to handle, creates unexpected tension. As for where this plot strand is headed, it can be assured that it's not where most viewers will be anticipating. In the midst of a situation that could prove traumatic for any person who is about to lose a loved one, Matt has another stressful obligation on his plate. Having lived on the island of Oahu his entire life, his illustrious ancestral background has made him the sole trustee of 25,000 untouched acres of land. If he sells to developers—and his ragtag cousins expect that he is—the lot of them stand to become insanely wealthy overnight. If he doesn't—he is down to the final seven years before the trust absolves—he could be in for a train wreck. The problem is that Matt doesn't feel entitled to land that he has done nothing to earn other than be a direct blood descendant of the island. Things would be so much simpler if he didn't have a pesky moral conscience.

It is no secret that George Clooney (2011's "The Ides of March") is a handsome man with Old Hollywood good looks, which is why the role of Matt King is a decided departure for him. He doesn't look bad here—he couldn't look bad if he tried—but there is a broken-down, world-weary side to him that can be seen from the creases on his face right down to the way he wears his wardrobe. Vanity isn't present for a second as Clooney burrows into becoming his character so fully that the actor himself almost doesn't exist. For someone of Clooney's stature, this is an especially stunning feat. His relationships with his on-screen daughters, the troubled Alex and 10-year-old Scottie (Amara Miller), strike consistently candid notes, the film becoming a story about his embrace over becoming a more physically and emotionally available parent just as much as it is about a man coming to terms with his wife's impending death.

As Alexandra, Shailene Woodley (TV's "The Secret Life of the American Teenager") is a revelation for an actress making her big-screen debut. When she's first introduced drinking and partying on the beach outside the private school she's in, audiences predisposed to archetypes will no doubt sit back expecting to know precisely what kind of brooding, bratty teenage girl Alex is. She sheds these characteristics quickly, however, when it is unveiled why she's so angry and resentful of her mother. By being able to talk about her feelings rather than keeping them inside, she is able to grow up a great deal and appreciate her father more. In playing the dumb and lunkish Sid, Alex's friend who tags along with the family when they travel to find Brian Speer, Nick Krause (2006's "How to Eat Fried Worms") plays things very smartly. Sid won't be joining MENSA any time soon, but Krause doesn't turn him into a joke, either. Newcomer Amara Miller is terrific, as well, as the younger, more impressionable Scottie, never trying, just being.

Top-shelf character actors spread the wealth, coming in for a few scenes each and hitting it out of the park: among them, Robert Forster (2009's "Ghosts of Girlfriends Past") as Elizabeth's stern father Scott, who has a not entirely accurate picture of who his daughter was; Barbara L. Southern as her Alzheimer's-afflicted mother Alice; Mary Birdsong (2010's "Killers") and Rob Huebel (2010's "Life as We Know It") as Matt's and Elizabeth's family friends Kai and Mark, and an effectively subdued Matthew Lillard (2008's "In the Name of the King: A Dungeon Siege Tale") as the one and only Brian Speer. Best of all, though, is the invaluable Judy Greer (2011's "Peep World"), who in just three scenes is able to build, layer and mold an aching three-dimensional portrait of a woman torn between sympathy, hatred and devastation when, like Matt, she is forced to reassess all that she knew and now knows about her spouse. Like Viola Davis' powerhouse part in 2008's "Doubt," Greer's performance—one of the best supporting turns of the year—has the power to steal the viewer's breath away by the end.

"The Descendants" gets off on an uncertain foot in the opening half-hour, if for no other reason than because of the screenplay's reliance on Matt's narration to explain background exposition in graphic detail. Showing is cinematically always better than telling, and director Alexander Payne falls victim to it early on. Once this matter of business is out of the way, the film unclouds significantly, rarely returning to voiceovers because it doesn't need it. Free to focus extensively on the characters and their relationships and the valiant attempts all around to live up to the people they want to be, "The Descendants" resembles a lush, heart-on-your-sleeve page-turner with a knockout exotic setting. Tough, touching and unsentimental, Payne's low-key hymn to loving, losing and learning to move on is a pleasing addition to an impressive oeuvre that includes 1999's "Election" and 2002's "About Schmidt." With any luck, he won't go another seven years between projects.