In “Nebraska” Omaha-born director Alexander Payne is right back where he belongs. His last film, “The Descendants,” (REVIEW) aimed to capture the secret turmoil of seemingly-zen Hawaiians—misery in paradise—but it registered more like picture-perfect George Clooney sulking through a picture-perfect vacation. Even at its most poignant, the tropical setting made the pathos feel forced.

Here, the desolation of the surroundings–the depressed small-town Midwest–is a given, and Payne proves more adept than ever at drawing pained laughs from, while never condescending to, its gloomy inhabitants. Nebraska’s lonely cornfields, its shuttered storefronts, its sparsely-populated bars that play bad late-eighties-era Chicago, are rendered even more bleak by Phedon Papamichael Jr.’s murky black-and-white photography.

And yet “Nebraska” carries far more hope than Payne’s last Nebraska-set saga, “About Schmidt.” Again, the protagonist is a once-successful self-starter, undone by slimy business partners. Again, he is bitter from his long, dull retirement, from the constant nagging of his shrewish wife (played here as in “Schmidt” by a delightfully strident June Squibb). Again, he embarks on a road trip, obsessed with an equally Sisyphean mission.

But while Schmidt was attempting to end the estrangement between himself and his daughter, “Nebraska’s” Woody Grant (Bruce Dern) is merely trying to cash in a million-dollar sweepstakes certificate. He just wants a pick-up truck—he lent his out years ago and it was never returned—and a little glory in his twilight years. He doesn’t listen to the misgivings of his wife Kate, nor his weary sons David and Ross (Will Forte and Bob Odenkirk, both veterans of TV comedy who give sly, lived-in performances). After repeated, thwarted efforts to walk from Montana to the sweepstakes office in Lincoln, Nebraska, Woody agrees to be chauffeured there by David.

“Nebraska” could easily have resorted to father-son-bonding clichés, and at times it threatens to. David, a hapless, newly-single electronics store salesman, learns to loosen up and drink beer. Woody, innately stingy with compliments (asked why he even had children, he responds, “I like to screw and your Mom’s a Catholic!”), learns to love. But the magic ingredient in “Nebraska” is its subtlety; the characters change, but not that much. Small-time folks at the outset, they remain fundamentally small-time, but one leaves “Nebraska” with a sense of fulfillment because David and Ross understand a little more about where they come from, about the meaning behind the tense silences of their childhood.

The middle section of “Nebraska” is the most triumphant, as David and Ross spend a few days with Woody’s distant brothers and cousins in his dying hometown. There’s an exquisitely hilarious shot of Woody and about five or six dead-eyed, fair-haired relatives, with the same crew cut, as they drearily discuss how much they miss their old cars. (If one is asked if things are going alright, he may reply, with nary a shift in facial expression, “Not really.”) Payne doesn’t grant a single relative a close-up; he just keeps framing them as one absurdly drooped mass in front of the television, never making eye contact.

Never before has boredom seemed so funny (even though Payne, for the first time, isn’t the screenwriter; it’s the formidable new talent Bob Nelson). Whenever this family’s glum serenity begins to teeter on the tragic, Payne fills the camera with the jolly bulk of cousins Bart (Tim Driscoll) and Cole (Devin Ratray), two giggling bullies that like to taunt David about his cautious driving.

Squibb has a field day with Kate; it’s the type of maddening elderly diva role that Jessica Tandy used to garner Oscar nominations for. In her standout scene, she walks through the cemetery plot of Woody’s family, dismissing every member as a slut or a horndog.

Dern, whose disheveled flops of grey hair and put-upon scowl resemble that of a furious bald eagle on a motorbike, is the perfect foil for the chattery Squibb. These two can barely stand each other, but the nitpicking stems from their reliance on each other as much as it does from annoyance. You’ll be as moved as David is when he learns of what frayed their marriage, and how they persevered anyway.

David, in fact, is the type of role that never yields an Oscar nomination, no matter the portrayer: that of the exasperated caretaker (think of straight-laced Tom Cruise escorting the autistic Dustin Hoffman in “Rain Man.”) This is a sorry trend that will hopefully be broken after “Nebraska.” Though the picture technically belongs to Dern, the previously limited Forte is a marvel here. David is perhaps the film’s saddest character, a man who is practical about solving everyone else’s problems yet is never listened to because of his softness, his decency. And Forte is a master of both sarcastic asides and hapless pleading (David never gets Woody to cooperate, and when he finally does at the end, he can’t stomach the thought of winning). It’s a straight-man role, to be sure, but it’s one of the most memorable, heartfelt ones in recent movie history.