Across the wide, bleak expanse of Nebraska Alexander Payne cuts two charcoal figures — Will Forte and Bruce Dern. Nebraska is a name that stands alone. It’s the name of one of Bruce Springsteen’s best albums and it’s now the name of one of Alexander Payne’s best films.

As Woody Grant prepares to check out for good, he is driven by the singular goal of cashing in on a Publisher’s Clearing House letter that promises, “You have won $1,000,000!” His wife (the shrill and effective June Squibb) can’t handle him anymore so she calls upon her younger, compassionate son David (Will Forte) to come and take care of the old man. David agrees to drive Woody to Lincoln, Nebraska to cash in on the hope of a lifetime’s dream.

David isn’t a son who’s determined to change his father, get some last-chance validation from him, or argue with him over his ruinous alcoholism. It’s not that kind of story. They are past all that. All David wants now is to help his father chase what remains of his dignity. Payne almost got there with About Schmidt, which was about a retiree with too much time to contemplate his place in the universe, but Woody is far beyond contemplation. He is simply trying to make sense of the full day.

As they close in on the ugly truth that companies lie to millions of Americans every day, forever dangling the bait of the American dream, father and son settle upon an understanding of who they once were to each other and what they’ve now become. Woody’s complicated past emerges belly-up when they hit his hometown. Everyone there thinks he’s struck it rich so those he owes money to come out of the woodwork. Little by little, a man’s whole life in a small mid-western town is colored in. At the tail-end of that life it seems that all Woody’s got left is a wife who can barely tolerate him, two sons still trying to wriggle out from under his shadow, and a simple dream that never materialized. In a town like this it’s all the more humbling when a man’s dream might amount to no more than a brand new truck.

Somewhere along the way we’ve all been conditioned to know that corporations feed us deceit every day. We’re sold wrinkle cream to make us look younger when it doesn’t and shampoo endorsed by celebrities who never use it. So when we get an official-looking letter that says we’ve just won a million bucks we know that it’s not possible — but the part of our brain that craves reward has been programmed to believe it. Sad thing is, Woody sometimes loses the connection to the part of his brain that’s more rational. So he embarks on a version of the quest for El Dorado; takes off down the yellow-brick freeway to see what miracles the Wizard can conjure.

My own father still hopes that he’s just $5 bucks away from winning the SuperLotto jackpot so that he can buy each one of us a house, pay off all of our debts and make good on that promise every American is supposedly told we’re entitled to. He’s another eternal dreamer, like Woody. The beauty of Nebraska is that Woody’s real luck is having a kid like David. At the end of a father’s rainbow, what better treasure than a son who cares enough to indulge his dad’s wildest dreams.

Payne decision to have Will Forte play David was a good one. Maybe because it’s his first dramatic role Forte’s uncertain vulnerability is palpable throughout. But of course the film belongs to Bruce Dern. With his furry hair sneaking out from under his cap, his childlike expressions, his gangly gait, his trademark injured and confused psyche — Dern delivers a sweet and rueful rendering of old age.

The casting director took a full year to find the right faces to populate Nebraska. It’s almost shocking these days to see a film with so much diversity in casting. These actors look like they’re a long way from Hollywood. I particularly liked the choice of Missy Doty to play David’s girlfriend. When was the last time a plus sized actress was simply cast as a girlfriend without it being a punchline? But Payne was smart enough to make a movie starring people who actually look like they could really live in Nebraska. Doty, incidentally, was last seen as Cammi in Sideways as the waitress who was Thomas Haden Church’s last refuge before getting married.

You might not know what a great cinematographer Phedon Papamichael can be until you’ve seen how beautifully he shoots Nebraska. Richly textured black and white seems to be the way he was meant to lens. One breathtaking composition after another — inky cows dotting wide acres of plain, a sign dangling off the side of a building, a darkening sky. Shades of gray we forgot existed since the days of Kodak Tri-X. I don’t think Payne has explained his specific reasons for choosing black and white, though some have cited Paper Moon and The Last Picture Show as two sturdy precursors. Maybe the neutral gray-scale works here so well because it removes the literal sense of present tense. Then, with a jolt, the stark timelessness of old photos are brought up to date. In one memorable shot, Woody’s family is trying to have a conversation all facing the same direction, with their eyes trained on the television. It could be another decade but that shot reminds you that it’s here and now. We never used to watch TV the way we do now. But much of the time the look of Nebraska keeps us in a state of mild confusion as to time and place, which nicely mirrors Woody’s inner world.

Nebraska is a departure for Payne in several ways. It’s probably his most personal film, in that he hails from the state. He’s not working with Jim Taylor to adapt a book, as usual, but with an original screenplay by Bob Nelson. But what makes the journey most intimate is that it strikes closer to home, as Payne felt it was a way to pay respect to his own parents. Screenwriter Nelson based the story on his own life, which deepens the colors in the striations. As the nation grows older, as more and more boomers begin to decline, it’s a story that will ring true for a lot of families across the country.

While the filmmakers may not have intended the film to be taken as comment on the economic state of America, or the growing population of seniors facing dementia, it’s hard not think about those things while watching Nebraska. Money — or more precisely the lack of it — is the one thing that can make the most reasonable people act desperate. It’s the one thing that can make someone from a small town feel big. We all know money can’t buy love and it can’t buy happiness. But somehow Woody didn’t get the memo. Both those things have slipped from Woody’s grasp, and he’s bent on trying to buy them back on his way out.

Payne’s films tackles life’s inexorable descent toward decay like no other. His protagonists dangle off the edge of an obsolescent world they once knew. We watch them flail about to find solid footing. In past films he’s often touched on characters whose lives are crumbling away. But he’s never come so close to the unabashed sentiment for the pitiless process of mortality as he does here.

Fittingly, the film recalls the Springsteen song, My Father’s House, from the album of the same name, Nebraska. “I awoke and I imagined the hard things that pulled us apart. Will never again, sir, tear us from each other’s hearts.”

If you’ve ever had an elderly family member like Woody in your life, Nebraska will break your heart in two. It might also help deepen your understanding, just a little, and lay out a road map across a landscape of monochrome memories about how to welcome your parents back into your life before the light dims at last on theirs.