If you’ve spent any time in the Midwest, or the Middle West, if you will, you’ll know that it’s made up of a lot of land and a lot of people living their lives. It’s easy to label this type of thing “quaint” or “folksy,” but that’s just a cosmopolitan way of saying “empty” or “boring.” In truth, everybody wants to make something of themselves, and most people know whether or not they have. Alexander Payne’s new film, Nebraska, is about one of these people who made mistakes in his life but finally sees his chance, even if it’s a fool’s chance, to leave a legacy. That’s the least “quaint” thing anyone can do.

The film stars the legendary Bruce Dern as Woody Grant, an alcoholic retiree who’s reaching his last remaining years of semi-coherence, and he knows it. After receiving a marketing campaign telling him he’s “won” $1,000,000 in his native state of Nebraska, he starts attempting to walk (because he can’t drive anymore) from Billings, MT, to Lincoln, NE. He doesn’t get very far, of course, but he keeps trying. His wife (June Squibb in a delightful performance) has had enough of him and his older son (Bob Odenkirk), a successful local news anchor, talks about putting him in a home. But his younger son David (Will Forte), a speaker salesman who never made anything of himself, either, has sympathy for his old man and decides to drive him to Lincoln, even if everybody else tells him it’s a waste of time.

Along the way, Woody drinks too much and falls and hits his head. David tells him it’s time to go back home, but Woody is doggedly determined to get to Lincoln no matter how long it takes. David takes him to Hawthorne, NE, which is Woody’s hometown, to stay with his brother for a couple of days. All the family comes in and, despite David’s pleading, Woody tells everybody he can about “winning” the money. He soon becomes the most famous man in town, and greedy people start coming out of the woodwork.

This is such a beautiful and melancholy film. Payne and writer Bob Nelson have created such a believable and yet weird portrait of small-town America and the people who live there that I, who grew up in suburban Colorado but have seen plenty of the Great Plains, got weird nostalgia I never thought I’d have. It’s the story of a father trying to leave something positive to his children and his name, and of a son desperately trying to connect with a man he has every reason not to like. It’s relatable from both points of view.

The cast is across-the-board wonderful. Dern gives the performance of a career as the slightly batty, stoic patriarch of this family of weirdos. He makes himself appear as infirm and unstable as a character of his age and temperament would be, staggering around and looking like a toddler about to fall over. Forte, as the hopeful realist, is equally heartbreaking, and his scenes of yelling at his dad for past mistakes is nicely juxtaposed with his staunch defense of him to everyone else. This relationship is very strong, and shown through short sentences and silences.

June Squibb as Woody’s wife is hilarious. Unlike Woody, she seems never to stop talking, and always talks, in rather inappropriate terms, how every young man in Hawthorne seems to have wanted to “get in her pants” when she was younger. She also delivers probably one of the most satisfying speeches in cinema history to Woody’s ungrateful relatives as they make demands about how much of the prize money they should get. I could see her getting a well-deserved Best Supporting Actress nomination, and I could see nominations for Dern and possibly Forte as well.

The film is in black & white, which is absolutely necessary for this kind of story. It’s about time, the past, the end of a life, and choices one should or should not have made, all shot against the backdrop of farmlands and two-street towns which would have somehow lost something if there’d been a color palette involved. Everything feels older, or like it never saw the future coming. The Grant brothers sit around discussing cars they used to have, football, and beer, and this is exactly the kind of thing that really happens at Midwest family get-togethers, where all they have to go on is the way things used to be.

It’s a simple story, but a very meaty study of a man and his kin. Funny and sad in equal measure, the way only Payne seems to balance, Nebraska is the kind of movie that needs to be made, to illustrate family and the importance of keeping personal history alive. I left the theater with a glistening in my eye and a warmth in my heart, and that’s the kind of thing everybody should want from their movies.