It's not easy to show up George Clooney. But Shailene Woodley, the 21-year-old actress with just two films under her belt, manages to do so in The Descendants. The film is director Alexander Payne's much-anticipated follow-up to his 2004 film Sideways. Woodley, who plays Clooney's daughter in the film, is the focus of the much-discussed underwater crying scene that has had critics buzzing since The Descendants first opened in early December. In the scene, Woodley manages to showcase her character's shock and deep hurt while at the same time swimming underwater, tears included. Woodley is clearly not an actress to be overlooked.

The Hawaiian-set film centers on Matt King (Clooney) and his two daughters, the ill-tempered, resentful older child Alex (Woodley) and the odd and precocious younger daughter Scotty (Amara Miller). The movie begins as the King family members are struggling with the coma and eventual death of their wife and mother Elizabeth (Patricia Hastie). Matt is at a loss without her. He considers himself the "backup parent," often away on business and otherwise preoccupied with his career as an attorney. Suddenly, he is forced not only to provide day-to-day care for his daughters, but also to guide them through this dark period in their lives, a task he's not sure he can complete without somehow "messing up."

Adding to this miserable experience, Alex drops the bomb on her father that Elizabeth was cheating on him. The rest of the film follows Matt and Alex's attempts to locate and confront Elizabeth's lover, a real estate agent named Brian Speer (Matthew Lillard). Tagging along on this awkward family vacation is Alex's friend Sid (Nick Krause), an overly friendly stoner who immediately pushes Matt's buttons.

And so this strange foursome—Matt, Alex, Scotty and Sid—sets off to a smaller Hawaiian island to track down Brian. Alex comes up with this plan, and though she and Matt are at odds at the beginning of the film, it quickly becomes clear that the two make a good team. Alex gives her father the confidence he needs to stand up to Brian as well as to see Elizabeth for who she really was. Matt, in turn, begins to see his older daughter as a young woman and to treat her with the respect and support she needs.

In a series of emotional scenes in Elizabeth's hospital room, both characters deliver impassioned speeches to Elizabeth as she lies unconscious in her bed. Clooney and Woodley both do impressive jobs, but it is Woodley who truthfully captures the experience of an angry, scared teenager. It is this diatribe, as well as her previously mentioned underwater breakdown that will most likely earn Woodley a Best Supporting Actress Oscar nomination today.

As for the other secondary characters, Scotty and Sid, I had mixed feelings about both of them. Scotty is Matt and Alex's primary concern, and they bond over their shared need to protect her. Scotty is the comic relief of The Descendants; she has a filthy vocabulary and strange ideas about the world around her, but she is also sweet and loves Matt unconditionally.

It also doesn't hurt that Miller is as cute as they come. However, this film is primarily about Matt and Alex's relationship, and at times, Scotty's presence seems superfluous. The same goes for Sid. It is unclear throughout the movie what he's doing tagging along with the King family. At one point, Payne, who also wrote the film along with Nat Faxon and Jim Rash, attempts to turn Sid into a wise-but-troubled teen, but the character shift is abrupt and clumsy, and only lasts for one scene, in which Matt asks him for advice on raising his two daughters.

The other central character of the film is Hawaii itself. Matt complains that most people think of Hawaii as a paradise where nothing goes wrong. But as we learn in the film, it's just as messed up a place as any other, only with better weather. The film itself is beautiful, complete with stunning views of the state's beaches and forests. Additionally, music supervisor Dondi Bastone—who also worked on Payne's Election and Sideways—filled The Descendants' soundtrack solely with Hawaiian music by both contemporary and classic artists. The film even includes an appearance by Kanak Attack, a local trio, performing at a restaurant where the family stops for lunch.

The Descendants is not an easy film to watch. It deals with difficult subjects and its pacing is slow at points. But it also includes bright spots, such as Sid and Scotty's antics and Woodley's spot-on performance. And after its Golden Globes win for Best Drama, The Descendants has a serious chance of taking home a few Academy Awards come