Drive through the streets of Honolulu long enough and everything interesting disappears. It's a commute, a trip to the grocery store, the mindless journey you know by heart.

But cast a fresh eye upon the landscape and even the potholes beckon with the possibility of untold stories. The soul of the city becomes electric, inviting.

Alexander Payne, the Oscar-winning filmmaker who brought the Santa Barbara wine country to life in "Sideways," sees it that way.

He's looking at Honolulu with all the joy of a new romance as he prepares to direct "The Descendants," a story of a fractured wealthy family set in contemporary Hawai'i. Ever since August, when he started spending time in Honolulu, Payne has sought to capture its sense of place.

"It's what I do," he said. "I like to say that I have a documentary approach to fiction filmmaking. So I have to get to know a place before I can shoot it. I won't shoot a place where I don't know what I'm doing."

"The Descendants" is based on the acclaimed first novel by local author Kaui Hart Hemmings. It's the story of attorney Matt King, a descendant of a 19th-century Hawaiian princess and a haole banker who finds himself dealing with a mounting family crisis.

The 34-year-old Hemmings, herself a product of Hawaiian and missionary stock, created a slice of Hawai'i rarely written about. The story of her main character is one rooted in universal themes of power, entitlement and conflict.

King, one of the state's largest landowners, must somehow deal with the reality that his comatose wife is about to die from a brain injury — and that she was also having an affair. At the same time, he is also trying to re-connect with his two rebellious daughters and negotiate the sale of his family's extensive land holdings.

George Clooney will star as King, and the director feels he will make a believable kama'āina. He called Clooney perfect for the part.

"I don't care so much about his big movie-star status," Payne said. "What I see is an actor who is still growing and learning and expanding, and he's in his prime."

Filming is scheduled to start in mid-March.

Payne loves the story, partly because it will give him a chance to put Honolulu on the silver screen. The fact that the city hasn't figured prominently in films surprised him, he said, because "it's so full of life."

"I like just walking down King Street," said Payne, who calls both Los Angeles and Omaha home. "Everything in the world is on King Street. I love how one of the most expensive restaurants in town is right next to a super cheap hole in the wall. Next to a barber shop, next to a coffee shop."

"The Descendants" is Payne's first directorial effort since "Sideways." Released in 2004, "Sideways" earned him an Academy Award for best adapted screenplay.

"I feel lucky to have found a movie idea I want to do," said Payne, who turned 49 last week. "The hardest thing as a filmmaker is finding an idea worth seeing through the arduous process of making a movie."

Payne has a fascination with dysfunctional, sometimes lonely characters. Their stories, as well as their towns they inhabit, have served him well.

He examined high school politics and cheating spouses in "Election," growing old in "About Schmidt" and rejected and failed hopes in "Sideways."

Payne's co-producer on "The Descendants" is business partner Jim Burke, who found the story instantly appealing because of the way it made him feel.

"I laughed at times," he said. "My heart was breaking at times. I connected to it personally."

Burke, who is 50, was amazed that Hemmings could write about a middle-aged man and do so with genius and authority. He thinks audiences will identify with some of the emotional struggles in "The Descendants."

"I definitely think this is a human tale that has some relation to the way many of us experience life," he said. "At its core this is a story of a small family, a father and his two daughters. It's a story of an awakening, small and subtle, of a man."

He hopes the film will capture what it's like to live in Hawai'i, even though its central characters belong to the wealthy elite.

"I think it will be exhilarating and I think it will be fresh," Burke said. "As Kaui writes in the book, people think of Hawai'i as paradise and sunshine and surfing and things like that. But we have cancer and we have good days and bad days like all the rest."

The story as described in the novel does run counter to what some consider local literature. But Hemmings, who grew up here and lives in Maunawili with her husband and young daughter, has commented that she never meant it to be anything more than a story set in the Islands.

Author Chris McKinney, whose novels about Hawai'i have explored the gritty world of drugs, strip bars and gambling, said "The Descendants" has a universal quality; it could easily take place, for example, on Martha's Vineyard.

"Normally, the local-ness, or the Hawaiian-ness, is unmistakable," said McKinney, who likes the story. "Issues, props, nature, and language that are uniquely Hawai'i often preoccupy the writer, maybe sometimes to a fault. Plot and conflict can get lost in all that. Hemmings swung the other way. Hawai'i in this book is just a backdrop to these American characters' lives."

But the backdrop will lend credibility to the story, make it real, Payne said.

"The Descendants" could be set anywhere, but becomes more "idiosyncratic and interesting" because of its setting in Honolulu, he said.

"I like things rooted in a particular reality," he said. "Sometimes, the more particular something is, the more universal it is. It's hard to relate to movies that are Anytown, U.S.A. and you don't know where it is."

Immersing himself in Matt King's world has been a lot of fun, said Payne, who finds himself apologizing for sometimes sounding like a public relations firm for Honolulu. He's been here full time since January, renting a place in Mānoa and getting a Hawai'i driver's license, too.

"Hawai'i is a real special place," he said. "I'm having a great, relaxing time making this film. It has good mana."