Ah, boarding school, that cloistered realm of the rich and all-too-often lonely. What a fitting setting for an Alexander Payne movie, a terrarium of peculiar people and customs. 

In Payne’s new film The Holdovers, it’s the wintry final days of 1970, and the boys of Barton Academy, a stony old New England prep school, are planning to head home—or to some fabulous vacation destination. All save for a few students, who have been temporarily orphaned by circumstance. A grumpy ancient history teacher, Mr. Hunham (Paul Giamatti), has been tasked with watching the handful of boys who have to stay at school through New Year’s, a dreaded assignment doled out as punishment for the sin of giving a legacy student a failing grade.

One of the boys trapped in this less-than-ideal situation (well, it’s pure hell for a teenager) is Angus (Dominic Sessa), a problem child contending with painful family issues. He’s bright but aimlessly mischievous; Mr. Hunham can’t stand him. Hunham doesn’t seem to like any of his students, in fact, treating them with haughty disdain and priding himself on his unyielding strictness. The Holdovers is, of course, about Hunham’s gradual thawing in the warmth of Angus’s considerable charms, while Angus matures into a more thoughtful person.

This is a familiar setup, the hoary stuff of so many odd-couple movies. There’s even a road trip. But Payne and screenwriter David Hemingson set known things spinning at novel tilts, keeping the film away from the worst of its genre’s many cliches. Funny and rueful, The Holdovers seems beamed in from another time in cinema history, when wordy and thoughtful little movies like this were in healthier supply. (Indeed, Payne has said that this is his attempt at a ’70s film.)

Being a Payne movie, The Holdovers has a pleasing edge; its humor is spiky, offbeat. No one is entirely redeemed by the end, but nor are they noxious caricatures. It is a movie whose people seem entirely real as they bicker and connect and, yes, grow. This may be Payne’s most sentimental film to date, but he has not forsaken the surprising bite that first brought attention to his work. He is simply older, perhaps wiser than he was in his Election days, regarding the awkward, embarrassing grasp and fumble of life in the world with a bit more compassion.

As Hunham and Angus tend to their relatively petty frustrations, they are kept in check by Mary (Da’Vine Joy Randolph), a cafeteria worker tasked with feeding the bratty remnant. She’s recently lost her only son to the Vietnam war, her grief a crucial reminder of how high the stakes of bad luck can actually be. Mary could have easily been a bad stock character, a Black service worker there to sass and support these self-involved white men. But Payne gives Mary crucial shading, which Randolph, in a terrific turn, expresses in ways both vivid and understated. She’s a vital part of the picture, a voice of reason possessed of her own irrationality.

Giamatti, who fruitfully collaborated with Payne in 2004’s Sideways, similarly builds a portrait of depth and dimension. Hunham is an ideal Giamatti role, irksome and pitiable, a smart and essentially decent person who’s let disappointments and indignities harden him into a bitter jerk. He’s maybe an alcoholic and has retreated from all social life. Barton is his entire planet, perhaps the worst place to be stuck for a person so angry about the cards they’ve been dealt.

School is, after all, a place that potential breezes through, young people setting off on the adventure of their lives while the faculty stand still and watch them go. Which isn’t to say that teaching is an inevitably sad profession. But it can be, particularly for someone who feels, as Hunham does, that they have had some desired life stolen from them. In the poignant closing moments of Payne’s film, we realize that Hunham has been journeying toward making some peace with the facts of himself, while daring, at least a little, to begin hoping for more and different.

How could he not be inspired in the presence of a gangly, funny, heartbroken kid like Angus, so beautifully rendered by first-time film actor Sessa—a remarkable find. There’s no precious mannerism in his performance, no calculated affect. He seems to simply naturally exist in the world of the film, grooving with Giamatti and Randolph as if we are peeking in on real friendships blossoming. Through Hunham’s eyes we feel the bittersweet pang of beholding a young person so teeming with energy; how unwittingly lucky he is, despite all his hurt, to be just beginning, to have it all still laid out before him, undiscovered.

Mary certainly feels it, too, haunted by what could have been had her son not died in a pointless war, so far from home. But The Holdovers is not a predominantly sad film. It’s more often lively and amusing, full of peppery dialogue. (The people in this film are great at insulting one another without being cruel.) Payne keenly balances the sharpness and the sweetness, never veering toward the territory of Dead Poets Society or any number of indie movies about quirky people teaching each other lessons. Sure, those trappings are there, but they’re tastefully, judiciously employed.

The Holdovers may not make you want to go teach at a boarding school (or attend one—I don’t know how old you are, reader). But one does wish to linger in its inviting, melancholy spell for a bit longer than even the film’s two hour-plus runtime. It’s built with such care and detail, populated by such complicated and interesting people. If only we could hold over just a couple weeks more.