Development The Holdovers is the second collaboration between director
Alexander Payne and actor
Paul Giamatti after
Sideways (2004). Payne conceived it after watching
Marcel Pagnol's 1935 film
Merlusse, and contacted screenwriter
David Hemingson, whose boarding-school television pilot he had read. In 2018, Hemingson was running his show,
Whiskey Cavalier for
ABC and was surprised to receive a call from Payne. The television pilot,
Stonehaven, was set in present time, but Payne suggested a film using an older setting instead like 1958 or 1970. Hemingson agreed on 1970 because it had more in common with the present time and 1958 was too close to
Dead Poets Society's timeline. In 2024, Hemingson revealed that the film is partially
semi-autobiographical, with some of the dialogue and scenes taken verbatim from his own life, such as words from his own real-life uncle. The scene with the sex worker was inspired by a real-life incident that he said actually "happened to me on First Avenue and 30th Street with [my uncle] when I was seven years old. This woman walked up on an incredibly cold day and solicited and said, 'The kid can wait around the corner.' That is an actual incident from my life. The cherries jubilee thing is something that happened to me with my mother. So many of the things in the movie are just a love letter to my mom and my uncle and my dad." In June 2021,
Miramax acquired the distribution rights. In early 2022,
Da'Vine Joy Randolph and
Carrie Preston joined the cast.
Filming Filming began in Massachusetts on January 27, 2022, and wrapped in late March. Location manager Kai Quinlan, who had worked on other films set in New England like
Spotlight and
Black Mass, drew on her Massachusetts upbringing for the film. Similarly, Giamatti drew on his experience attending
Choate Rosemary Hall in the 1980s, including his memories of a strict teacher whom he described as "not a happy man." To create the fictional Barton Academy, the film crew shot on location at five real-life Massachusetts schools:
Groton School (the chapel and the
Nashua River),
Northfield Mount Hermon School (the chapel and building exteriors),
Deerfield Academy (the front lawn and building exteriors),
St. Mark's School (the dining hall, gymnasium, and headmaster's office), and
Fairhaven High School (the study hall and auditorium). To play prep school student Angus, Payne cast Deerfield student Dominic Sessa; it was Sessa's first film role. The film crew also shot at the historic
Somerville and
Orpheum theatres and on the
Boston Common. Payne later said that capturing the 1970s aesthetic was relatively easy because "change comes slowly to New England".
Special effects One of the film's plot points involves Paul Hunham's
amblyopia (sometimes called lazy eye), one of several health problems the character suffers from. To create the illusion that actor Paul Giamatti had this condition, the makeup and effects artist Cristina Patterson was hired to create special hand-painted soft contact lenses for the actor. Patterson told
Vanity Fair writer Katey Rich that each lens required multiple attempts to get the color correct. Originally, Giamatti was to wear a lens only in his left eye, but after filming began, director Alexander Payne decided that he wanted to be able to create the effect in either of Giamatti's eyes so that the character's condition would be apparent with a variety of camera angles and shots. Rich reported that Payne "wanted to keep the audience guessing about which eye was the 'right' one, just as Angus Tully does." When Giamatti was wearing one of the lenses, he was unable to see out of the eye wearing the lens. Giamatti told Vanity Fair that "adjusting to the ways the lens limited me physically gave me a lot to work with imaginatively that I can’t even articulate. And I suppose the eye is one factor among several that makes Paul Hunham feel like he’s kind of an outsider."
Cinematography and post-production To make the film look and feel like it was actually made during the 1970s, Alexander Payne hired
Eigil Bryld to serve as cinematographer and camera operator. On being selected, Bryld remarked, "There's a sense of a spirit of the '70s movies — breaking away from your studios. And all the DPs of the period that I really admired would push the film stock or they would do handheld or whatever. And then I started thinking, 'That's really what I should be going for.'" Both digital and film formats were tested prior to filming, before it was decided to shoot the film digitally with an
Arri Alexa with
Panavision H series lenses, particularly a 55mm lens, creating a "vintage portrait look." "It's a movie about people who are forced into the frame together, and they don't necessarily want to be in the same frame," Bryld added. "Gradually over time, they come together more and more ... And that was one arc we were looking for — how we would reflect that, how we framed it and where we put the camera." Film emulation and
color grading were added to the footage during post-production to complete the look. The crew added to the film's 1970s stylization by creating a retro-style title card and logo variants for
Focus Features and Miramax to open the film. Graphic designer Nate Carlson, who worked with Payne on
Election (1999), was responsible for creating these, using the film's color palette from the set designs and visual style, as well as inspiration from the way film studio logos looked in the 1970s, to make them look as authentic and true to the time period as possible. Although the film's international prints (distributed by
Universal Pictures) could simply use the 1963 Universal logo to open the film, neither Focus Features nor Miramax (the American distributor and production company) existed in the 1970s, so Carlson had to invent an original symbol for Focus Features (that involved lowercase "ff" initials with animated text moving into place on a red background) and a looped zoom-in animation for Miramax. Film emulsion was then added to make the logos look realistic for the time period. Miramax was so enthusiastic about Carlson's take on their logo that it hired him to design the studio's new permanent logo for their future films, debuting with
Operation Fortune: Ruse de Guerre (2023) and
The Beekeeper (2024). For the film's title card, Carlson kept things simple, using a custom font of his own design while staying in line with Payne's vision. He also designed the crest for Barton Academy and created two versions, one dating back to the 1800s to reflect its history and a modern, updated version.
Music Original music for
The Holdovers was composed by
Mark Orton.
Peter Krasinski was the Choral Music Arranger,
Organist providing on-screen music ten minutes into the movie, and Off-Screen Music Advisor, in addition to his on-screen role as the Choir Leader directing singers in "
O Little Town of Bethlehem" and whose voice opens the movie. The soundtrack also features several classic
Christmas songs, and other songs from the 1970s by
The Allman Brothers Band,
Tony Orlando and Dawn,
Labi Siffre,
Badfinger,
Shocking Blue,
Damien Jurado,
Herb Alpert,
Gene Autry,
Temptations,
Chet Baker,
Artie Shaw, and
Cat Stevens. A piece used in the score is by the band
Khruangbin. The soundtrack was released digitally by
Back Lot Music on November 10, 2023, and on compact disc and
vinyl on November 17. ==Release==