Only Oscar-winning writer-director Alexander Payne (Sideways) would think to cast the famously handsome George Clooney as a dishevelled dad in his outstanding adaptation of Kaui Hart Hemmings's tragicomic novel. Clooney dials down the glamour to play Matt King, a Hawaii real-estate attorney with a propensity for unflattering shirts and ill-fitting trousers. When Matt's wife, Elizabeth, ends up in a coma after a water-skiing accident, Matt must learn to balance the parenting of his resentful daughters, Scottie (Amara Miller) and Alexandra (Shailene Woodley, The Secret Life of the American Teenager), with the sale of a pristine plot of Kauai land that stands to make the King cousins, including scruffy Hugh (Beau Bridges), a fortune. As Elizabeth's condition worsens, Matt contacts friends and relatives, like her fiercely protective father (Robert Forster), so that they'll have the chance to say goodbye. In the process, he finds out she was having an affair with realtor Brian Speer (Matthew Lillard, effectively cast against type), so he and the girls, including Alex's hilariously mellow friend, Sid (Nick Krause), go on an island-hopping trip, ostensibly to add Brian to the mix, but Matt really wants to find out what his wife saw in the guy. His journey from naiveté to knowledge brings out Clooney's soulful side, creating a believably flawed, deeply sympathetic figure. If Payne leans too heavily on the slack-key soundtrack, his love for his characters, including Judy Greer as Matt's female counterpart, results in his most emotionally satisfying movie to date. --Kathleen C. Fennessy