LOS ANGELES (Reuters) - As director Alexander Payne sees it, his latest film Nebraska is about a dying man whose son takes him into Hades to meet all the specters of the past.

Oh, and it's a comedy, despite that dire synopsis - one that revels in lunkhead cousins who embody how awful extended family can be and in an elderly wife who lifts her skirt over a former paramour's gravestone to show him what he missed.

That push and pull between pathos and hilarity is familiar to fans of Payne's previous films like high school parody Election, wine country sojourn Sideways and Hawaiian family dissection The Descendants - the last two of which won him best writing Oscars.

"It is hard for me to put a label on what I do. It's dramatic and it's funny," Payne told Reuters ahead of the film's opening in U.S. theaters on Friday. "Yes, I seek to criticize and I seek to praise."

Family, the elderly, small town life in Payne's home state of Nebraska and Midwestern values are all run through the Payne lens, skewered and exalted in equal measure.

While the film conjures up Payne's previous work, Nebraska also explores new territory. For one, Payne shot the film in black and white, a rarity in modern-day cinema but a good vehicle for the stark Nebraska landscapes and weathered faces.

And then he cast Bruce Dern, best known for villainous supporting characters, in a complex lead role that earned the 77-year-old the best actor prize at this year's Cannes Film Festival.

Dern is Woody, an alcoholic father verging on senility who believes he has won $1 million in a "mega sweepstakes" if only he can collect the prize in his home state of Nebraska, 750 miles away. He is taking stock of an unfulfilled life, but this prize could be a late grab for greatness.

The curmudgeonly Woody is cruelly mocked by wife Kate (June Squibb), and derided by eldest son Ross (Bob Odenkirk), who says he only let his family down with his drinking.

Sensitive, younger and underachieving son David, played by Saturday Night Live comedic actor Will Forte, agrees to drive Woody to get the prize, even though he knows it's a scheme that won't pay a cent.

DERN GETS STAR TURN

Woody and David encounter a home town on the decline, a big family short on warmth, greedy relatives, a deceitful business partner and a lovely former girlfriend - all set against the sweeping black-and-white panoramas of the rural Midwest, captured in wide-screen Cinemascope.

Woody and David unite against the evil elements and grow closer together. Kate and Ross ultimately join the effort to give Woody some dignity, the four family members banding together in scenes that are both funny and heart-warming.

"I took a very hopeful message out of this, which is there is always time to reconnect with family," said Forte.

Woody doesn't speak much, walks with difficulty and looks vacant for chunks of time. But he springs to life when his son takes him toward the prize and when the townfolk praise him for becoming a millionaire. The performance could earn Dern a best actor Oscar nomination, critics say.

Dern met Payne through his daughter and fellow actor Laura Dern and he credits the 52-year-old director for giving him "an enormous amount of freedom" to playWoody.

"When he casts you, you know you feel you are the character," said Dern. "You don't need to put on things."

Payne, known in Hollywood as an "actor's director," says 90 percent of his directing is in the casting and his role on set is to foment creativity, not to create himself.

Payne said he sits right next to the lens of the camera and focuses only on the actors. "I am asking myself 'Do I believe it?' And I keep shooting until I believe it," he said.

In a memorable scene, Woody drives through town in a new pick-up truck and orders David to duck out of sight in the passenger seat. Proudly, he passes family and friends, his nemesis and his old girlfriend, the camera dwelling for an extended time on her pretty face.

Payne says people tell him that the film feels so real, but this scene for him is "like a dream."

"At the end, when he is emerging to go who knows where, there is public acclaim, opposing forces and the love we never had just waving goodbye," said Payne.

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