(M) ****

Director: Alexander Payne.

Cast: George Clooney, Shailene Woodley, Amara Miller, Nick Krause, Matthew Lillard, Robert Forster, Judy Greer, Beau Bridges.

ALEXANDER Payne's films tend to the satirical or darkly funny while handling the big questions, usually against an interesting background.

With The Descendants, he has dispensed with much of the edgy humour - though there are still a few unexpected laughs - and focused on filling his film with heart and beauty, while still tackling such heavy issues as love, life, death, family, grief, memories, legacy and forgiveness, against a typically intriguing backdrop.

"Beauty" is the key word when discussing this deserved Oscar nominee - it may be a heartbreaking drama, but it's beautifully made, visually beautiful thanks to its Hawaiian setting, and filled with beautiful sentiments.

Clooney stars as Matt King, a married father of two who lives in Hawaii and is facing two major issues. The first is a blessing - he is the sole trustee of a family-owned parcel of untouched island paradise that he and his cousins are being asked to sell.

The second and more important issue is the devastating accident that has left his wife Elizabeth in a coma, one from which she is unlikely to recover.

Matt, who describes himself as a "back-up parent", must come to terms with caring for his two troublesome daughters - 10-year-old Scottie (Miller) and 17-year-old Alex (Woodley) - and a dark family secret that has emerged in the wake of Elizabeth's accident.

The Descendants is a sad film and Elizabeth's deteriorating state hangs over it. But Payne manages to give the film a lightness that makes it uplifting or at the least fulfilling, rather than depressing. The lush life-filled setting of Hawaii helps balance the weighty subject matter.

It would all amount for nothing without top-notch performances and Payne gets them in droves. Clooney's turn as Matt King is restrained and under-played but perfect, while Woodley gives a career-making display. The cast is uniformly spot-on, with perhaps the biggest surprise being Lillard, given that he is best known for playing Shaggy in the Scooby Doo movies, but here he holds in own in a rivetting confrontation with Clooney that sits at the heart of the story.

A rewarding and touching film that flows neatly after a narration-heavy introduction, Payne has made another gem to rival his previous efforts Sideways and About Schmidt.