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The Holdovers Production Designer Ryan Warren Smith on Assembling the Barton Academy for Alexander Payne’s Dramedy


(L-R) Da’Vine Joy Randolph, Paul Giamatti, Dominic Sessa in The Holdovers (Seacia Pavao/Focus Features)

Production Designer Ryan Warren Smith has been working in the indie space for roughly 18 years, working his way up from set dresser and propmaster to full-on production designer. His work can be seen on prominent indies like Green Room, Wendy and Lucy, and 2017’s Leon on Pete, as well as a season of True Detective on HBO.

In fact, it was Lean on Pete that got Smith connected with Oscar-winning filmmaker Alexander Payne, who needed to find new heads of department for his movie, The Holdovers, which mostly takes place at the fictional Barton Academy but also in the surrounding town, as well as a short bit set in Boston.

The Holdovers reunites Payne with his Sideways star, Paul Giamatti, playing Barton professor Paul Hunham, who gets stuck watching over students who have to remain at Barton over the holidays. He gets stuck with Dominic Sessa‘s Angus, who is a bit of a handful, and with the school’s cafeteria manager Mary (Da’vine Joy Randolph).

The way Barton was created was something Below the Line definitely wanted to discuss when we spoke with Smith over Zoom for the following interview, which included a question about Smith’s interesting earlier credit on The Amazing Race.

Below the Line: I’m very excited to talk to you, because I saw that you came to production design from doing set decoration. I don’t talk to many set decorators, but I always suggest when I talk to production designers to bring their set decorators along to talk… and they rarely do. 

Ryan Warren Smith: That sounds about right. [laughs] It’s so important.

BTL: The Holdovers is especially interesting, because it’s mainly this Barton location, which was put together from multiple locations. Is it safe to say that you come more from the indie realm, and that’s part of what got AP interested in having you design the film?

Smith: I can tell you how AP found me, but yes, I started in the indie world. I always made movies since I was a kid, and I told my mom when I was seven years old, I was gonna make movies when I got older, and that was always the plan. There was never really a plan B. I came up in the set dec world, like you said, and I lived in L.A. for a long time, and I couldn’t get a movie here, and I moved to Oregon to get married. A couple of years in, I got my first film there, which was a film called Wendy and Lucy by Kelly Reichardt, and that was a great first film, that got me on my way.

But Alexander, he has crew that he works with — he’s very loyal, and he has a production designer that he worked with for years. She had to retire because of medical issues, so he started looking. He was trying to figure out how he was going to start over with somebody, and he got all these resumés on his desk. And he looked through all of them.

Alexander is not a big fan of new movies – he loves old movies – but he went through all the resumés and he only recognized one film, and it was a film I did called Lean on Pete with Andrew Haigh. He loved that movie, so he was like, “Let’s interview this guy and see how it goes.” That is how it started, because he noticed the one film on my resumé that he had seen at Telluride.

BTL: I spoke with the screenwriter David Hemingson yesterday, and he referred to Alexander as “AP,” so I decided I was going to throw that out so I could seem cooler. 

Smith: My first few days working with Alexander I didn’t know what to call him, because Alexander is so long. I called him “Alex,” I think, and he was like, “Don’t call me that. My friends call me AP,” so that’s how it went.

(L-R) Alexander Payne, Giamatti, Randolph on the set of The Holdovers (Seacia Pavao/Focus Features)

BTL: When you got involved in this, how far along were they? He had a screenplay, I presume?

Smith: There will be a location person that starts first, and they get files together for us to look at, and then Alexander and I are the first two people on the ground, and we start director scouting, they call it, so it’s just me and him driving around for a week in Massachusetts to make sure that that was the right place for us to do the film.

After that, we decided, “Yes, this is the right place,” and then go home for a few weeks, get ready to move, and then, still right from the beginning, it’s still me and him early on scouting for a real long time, trying to build the world together.

BTL: Let’s talk about Barton first, which is a couple different locations.

BTL: Yes, five different schools.

BTL: Was a lot of the shooting during the summertime or off-season, since most of the film takes place in the winter?

Smith: Yeah, it’s a winter film, so that was the huge challenge because of COVID. We were still in the COVID world, so all these schools were great and willing, but all of them didn’t want us to shoot while students were there. We had to fit all this into their Christmas break and some of them overlapped, so we had about a three to four-week period where we had to shoot all the school stuff at the end of our schedule.

BTL: So did you have to shoot Paul Hunham’s office at the beginning and end of the movie, before or after everything else?

Smith: Exactly. That was at the beginning of the schedule because that was an old monastery, where we did Paul’s office, and we shot the dorms in that location as well.

Paul Giamatti in The Holdovers (Focus Features)

BTL: Let’s stay on his office for a second, and let’s talk about the set decoration. You had the screenplay, you had David there, as well as AP. What was the plan there? Just getting a lot of books to make his character look better-read? Are all those real books or are there some fake ones thrown in?

Smith: No, those are real books. Paul’s a really well-read man, and he had a lot of ideas for what the character should have, and same with Alexander. I try to get with actors beforehand to see what feels right to them, because I always want to include that in the character pieces. That was a big set, because that’s the only time we see Paul’s world. It’s a real quick glimpse.

Then, once we dressed it, Alexander had the idea of like, “Okay, now what I’m going to do is I’m going to start out each of the character scenes with close-ups of the set dressing”– which wasn’t scripted —  so that was a really cool thing for us, because then we could get real specific of what book was there. Or in Paul’s, there’s a Preparation H bottle, there are little things that tell you a little bit about the character in a real quick way.

BTL: Did you work with a set decorator who you had worked with before?

Smith: Exactly. Markus [Wittmann], I like to call my secret weapon. I met Markus on True Detective Season Three, which I had done with a collaborator/director friend of mine, Jeremy Saulnier. Markus was the lead man on that job, and I had a set decorator who wasn’t really working out, and I realized pretty quickly that Markus was doing a lot of the work, and so we bumped him up, and he became a set decorator for the first time on a big HBO series, and we just gel so well together.

Ryan Smith, Alexander Payne on the set of The Holdovers (photo by Kai Quinlin)

One thing I do like to talk about with me and Markus and how we do it is we have a whole team of set dressers that will rough everything in, and then we clear everybody out, and then me and Markus will sit for hours in each set, and that’s when the real magic happens. We move stuff around and place things together, and it’s a real hands-on approach. But even before we do that, we sit for an hour, and we just talk and laugh, and we live in the room.

I think that’s a really helpful thing for us, because then we start talking about character, what they would have, what they wouldn’t have, what would be realistic. For both of us, story is number one. We don’t care about our work being flashy. We want our work to be real, we want our work to be not distracting. That’s a really important process for us to sit and live in the room and then put it together before we hand it over to the shooting crew.

BTL: You’re the second production designer I’ve spoken to in the past couple weeks who talk about meeting with the actors and having them involved with the set decoration of their characters. Did you do the same with Dominic for Angus, even though we only see his room very briefly?

Smith: Yeah, I do the same thing with him, and he had some specific things that he wanted and liked, and again, especially for him being so new to it, there were pieces of his real life that he wanted to put in there that I think were a comfort to him and that’s important to me.

BTL: Even though he wasn’t alive in the ’70s, I presume?

Smith: No, and even me, I was negative seven in 1970. [laughs]

BTL: Were things like Mary’s kitchen and the local bar real locations that you just redressed for the era?

Smith: The kitchen was not at any of the schools; that was something we found that was so great and so non-updated. We had to take a lot of stuff away, like safety signs and things like that. The local bar, that was a real location that we just had to strip away flat screen TVs, jukebox, things like that, that weren’t of the time and just hide a lot of other things. That’s where we’d build a lot of stuff, maybe build a door or something, to cover things up.

BTL: This movie was also Eigil’s first time working with Alexander, so did you work with him to make sure that you had locations where he could shoot the way he needed to shoot without destroying walls of real locations?

Smith: Eigil comes in after me and Alexander pick everything, then we go show him everything to make sure it’s gonna work tactically for him. Eigil is just incredible; he’s a great guy. He’s one of these guys who he doesn’t say much, but when he does, it’s either really profound or really funny. So, he was really easy to work with. He was just right in tune with how we wanted to do things, so he fit in just really well. I think he had come as a recommendation from David Fincher to Alexander.

Giamatti and Sessa in The Holdovers (Seacia Pavao/Focus Features)

BTL: I really enjoyed the section in Boston, because I’m originally from New England, and I remember a trip I made there with my father when I was quite young, and the Boston in this movie was exactly the one I remembered. What was involved with reverting Boston back to 1970?

Smith: We were able to find a lot of archival footage, which was great, and be able to see how things looked and what things looked like. For that, it’s just a lot of changing store signage and storefront window displays. Cars go a long way for us to bring in period picture cars, and then to add snow to hide what we could. A lot of different things like plugs to cover ATMs, things like that, that didn’t exist. It’s just a lot of research. There were a lot of photographs for both Boston, and then the schools, we used a lot of their old yearbooks, which was really helpful as well.

BTL: How is the Massachusetts Film Office for getting anything you might need? Shutting things down?

Smith: They were great, super-helpful and super pro.

BTL: I know when Ben Affleck shoots a movie there, he gets whatever he wants, but wasn’t sure how it worked with other filmmakers.

Smith: Alexander has such a good reputation. We spent so much time on the front-end, me and him, getting to know everybody, and that’s important to us. Even in the locations that we don’t pick, we spend a lot of time with the people, and that informs the script. We’re really open in that way where we allow it to breathe life into what we’re creating. I think that goes a long way with people as well.

Ryan Smith, Alexander Payne on the set of The Holdovers (photo by Kai Quinlin)

BTL: David was talking about very specific things he remembered from going to school, like the different heights of the tables. How much time did you spend with him to get those sorts of details?

Smith: A lot. He was great to have around, because anything we could get stuck on, he would clear up so easily, because he had such great memories and ideas. There were a lot of conversations between me and Alexander and Markus, the set decorator, just hashing things out of how they should be and he was just invaluable in that process, David.

BTL: That was the last question I had about The Holdovers, but I did want to ask about one of your other credits, because you were a set decorator for The Amazing Race… 

Smith: Oh, man…

BTL: But I was curious what was involved with being a set decorator on a reality show that’s being shot across the globe.

Smith: That was one of those things where my buddy, he was in charge of that job, and he was having a baby, so he couldn’t go away for the portion on the road. He prepped the whole thing, and then he asked me to go on the road for him. And I was like, “Yeah, I wanna go around the world.” That’s how it was sold to me, “You’ll go on a trip around the world.” And I did do that, but there was no sleep, and it was non-union, and it was just insane.

You go ahead, you set up all the games or competitions that they do, and where they’re gonna get the clues and all that kind of stuff. By far, the hardest job I’ve ever done, because I ended up in Siberia having to build some stuff, and we had to walk around a village and try to find a woodshop that somebody would let us rent — all through a translator, of course -– and build a big set piece through that. I remember calling home and crying to my wife, “I’d been up for 27 hours straight.” [laughs]

It was so hard, but then I got home from that, and it was pretty magical, because after I did that, I was like, “Now, I can do anything.” What it did for my confidence was such a gift, because after building in Siberia, Portland was easy, L.A. was easy. It became a thing where it was like, “Okay, I can do it.” In the long run, it was a real gift to me.

BTL: Making movie and television shows must be great, but I watch a lot of game shows, and I often think it must be fun to design games for those shows.

Smith: Totally… but there’s a reason there’s only one [season] of those on my resumé. [laughs]

The Holdovers is now playing in select cities and will expand nationwide on Friday, Nov. 10.

Edward Douglas
Edward Douglas
Edward Douglas has written about movies for print and the internet for over 20 years, specializing in box office analysis, reviews, and interviews. Currently, he writes features for Below the Line and Above the Line, acting as Associate Editor for the former and Interim Editor for the latter.
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