Few filmmakers with a global reputation have stayed as rooted in regionalism as Alexander Payne. The native of Omaha, Neb., used his hometown as the location for his first three studio features — the comedies "Citizen Ruth," "Election" and "About Schmidt" — even though the latter movies were based on novels that were set elsewhere. And the Cornhusker State will be the location for his upcoming road-trip comedy called simply "Nebraska."

But his road-trip comedy "Sideways," which won Payne an Academy Award for best adapted screenplay of 2004, vividly evoked the wine country of central California. And for his new movie he travels even farther west. "The Descendants," which closes the St. Louis International Film Festival Sunday at the Tivoli and opens citywide on Wednesday, is set in Hawaii. In it, George Clooney plays a father who learns that his critically injured wife had been disloyal to him.

The Clooney character is descended from Hawaiian royalty, and in adapting the novel by Kaui Hart Hemmings, the director immersed himself in the history of the once-sovereign archipelago. During a recent phone interview, Payne recounted how American sugar and pineapple magnates wrested the island from the royal family circa 1900.

The Clooney character's mixed-heritage family, the Kings, control a large chunk of undeveloped land on the island of Kauai, and a sale to a developer is pending as he contemplates pulling the plug on his comatose wife.

"On Kauai, the people are more protective of nature than they are around Honolulu," he said. "Honolulu is the Omaha of the Pacific."

Payne said a film about a native Hawaiian needed to navigate away from the tourist zones. "For budgetary reasons, we scouted locations on Oahu (the island where Honolulu is located). But Kauai really is a distinct ecosystem that looks like nowhere else. So after we shot the scenes we needed in the city, all the equipment had to be put on barges and moved to the other island. The cost of filming on location made it my most expensive movie to date."

Shooting all of his movies outside Hollywood, Payne has learned that some locales are more hospitable to film crews than others.

"There is a Hawaiian film commission that was very helpful to us," he said. "The state offers tax incentives to producers, and the new governor has made a commitment to attract filmmakers. That's why things like 'Lost' and 'Hawaii Five-O' and the latest 'Pirates of the Caribbean' have been able to shoot there.

"Actually I lost a lot of crew members to that 'Pirates' movie."

Payne, 50, said he has seen the landscape change in his home state.

"At this stage of my career, I was able to get a meeting with the governor — so he could personally tell me there would be no financial incentives for the next movie I want to shoot there. I said that even if it doesn't generate a ton of revenue, getting people to make movies in your state is a cool thing to do. And I'd hate to have to change the title of the movie from 'Nebraska' to 'Iowa.'

"I'm lucky enough to have studio support, so through dint of reputation and willpower I may still be able to shoot there, but there are many filmmakers who can't. It's not just liberal Hollywood people who rely on incentives, it's local indie filmmakers and commercial producers and industrial directors. Omaha is the home of many Fortune 500 companies, but all of their commercials are shot out of state, and the jobs and money leave Nebraska. Look what's happened in Kansas — they have lost all of their arts funding because of their governor. I don't want to see regional filmmaking dry up."

Payne says that wherever he makes his movies, they will continue to occupy a place outside the mainstream.

"Mainstream cinema is geared toward young boys," he said. "Even when I was a young boy, I wasn't excited about things like 'Star Wars.' I want to make movies that feel like real life, the way it's lived by people outside of Hollywood."