WE TEND to remember Alexander Payne movies for their comedic highlights, but he's the master of the agonizing "oooof!" moment in American movies.

The moment when the protagonist, thinking things are as bad as they're going to get, finds there is yet another let down.

Think of bee-stung Matthew Broderick in "Election," returning from a failed tryst to find the Other Woman in the living room with his tearful wife.

Or Paul Giamatti finding out his ex-wife is pregnant in "Sideways."

None of this bodes well for George Clooney in "The Descendants" as Matthew King, wealthy Hawaiian landowner and father forced to assemble his mutually hostile family when it's time to say goodbye to his dying, comatose wife.

How could things possibly get worse?

We'll leave that to Payne and his movie. What we can say with anti-spoiler safety is that King, in simply dealing with his immediate family, has his work cut out for him.

King's a self-described "backup" parent, not accustomed to being the family's emotional glue, not qualified to fill that role.

He has a preteen daughter who still believes her mother is sleeping. (The movie often plays her denial for laughs, a mistake. She fails to register the intuitive terror any child would feel.)

His older daughter (Shailene Woodley, very good) is in reform school, plagued by problems that stem from heated issues with her mother, conflicts that will now never be resolved.

There's also a bitterly angry father-in-law (Robert Forster) who blames King for the way the family has fallen apart.

None of these is the sort of problem that can be ameliorated by money. A pointed irony, as King is one of the wealthiest men in Hawaii, descended from Hawaiian royalty, with a dominant strain of European blood. This is central to a parallel story wherein King has the deciding vote on the future of valuable family property, one of Hawaii's last pristine parcels of private land.

What sort of custodian/steward will he be? To his daughters, to the land he's inherited?

There are obvious implications/applications here for our leadership-challenged society. Yet Payne, as he did in his political satire "Election" or abortion-issue movie "Citizen Ruth," smartly makes sure the movie resonates on a character level.

Eventually. "The Descendants" gets off to a slow start, laden with intrusive narration that abruptly disappears. I wonder if Payne had some editing-room trouble with the film's opening.

But "Descendants" finds its footing, hitting Payne's unique note of comedy/drama, and benefits greatly from some terrific third-act appearances by actors in small but crucial supporting roles.

Beau Bridges plays a King relative and advocate for "eco" development. He's a rum-sipping, backslapping picture of smiling privilege and dress-down entitlement.

Later, longtime second-banana and character-actress Judy Greer finally gets a big dramatic movie moment, and nails it.

There's a role also for Nick Krause, the teen daughter's dude-dope boyfriend. He's initially a caricature, but his presence deepens and grows on you, like the movie itself.