One of the images that sticks in the mind after watching Sideways is the constant way the camera frames Paul Giamatti's face. He often is looking forward, slightly slouched over, either bored, morose, or a combination of both. Giamatti (American Splendor, Paycheck) is Miles, wine snob, unpublished author, and divorcee. He is taking his friend Jack (Thomas Hayden Church, Monkeybone, 3000 Miles to Graceland) on a one-week trip up to wine country in central California, for a weekend of fine wine, good food, and golf before Jack's impending marriage. Sideways is the latest film from Alexander Payne (About Schmidt, Election), and is his most accomplished. Payne has a knack for smartly conveying the foibles of ordinary people, and bringing out some fantastic dialogue. He also, especially here, ensures that his characters are smart and do not talk down to the audience.

The two seem like mismatched friends. Jack, an actor once semi-famous but now reduced to commercial work, wants company, specifically some no-strings-attached female company to cap off his life as a single man. Miles is content to just sit around and drink wine, and have the occasional good meal. He's perturbed by Jack's womanizing, but it seems like more of an idea than anything concrete until they meet Maya and Stephanie. Maya (Virginia Madsen, American Gun, The Haunting) is a waitress at one of Miles' favorite hangouts. She is obviously interested in him, but he both fails to notice and is a little too inept to do anything about it. Jack meets Stephanie (Sandra Oh, Under the Tuscan Sun, Full Frontal) at a wine tasting, where she is working, and it turns out she and Maya are friends. The four hit it off quickly, and soon Jack is knocking boots with Stephanie, while Miles begins tentatively coming out of his shell.

Sideways is less about the plot than it is about the characters. Payne adapted Rex Pickett's novel with Jim Taylor (About Schmidt, Jurassic Park III). While the fact that Jack's impending wedding does eventually surface, the focus is squarely on the four people. Here are four damaged people, trying to piece their lives back together. Stephanie is a single mom, Maya is divorced, Jack is entering into a marriage he may not necessarily want, and Miles has all of the aforementioned problems. However, meeting Maya is the catalyst he needs to break out of his depression. All four of these characters feel real. They have a depth not usually seen in film, and Payne and Taylor mix the poignant with the humorous.

Jack is the best example. Church makes it look so easy. Jack is a likable guy, but essentially a jerk. He's an actor, and will play on people's emotions to get what he wants. He is basically a big spoiled baby, but he has so much charm, that people like Miles like him although the little voice in their head is screaming otherwise. Miles is reluctant about pretty much everything. Instead of moving forward with his life, he is idling in his present. He is shopping his novel around hoping for its publication, yet depressed it has been rejected so many times before. The only time Miles lights up is when he talks about wine, and Maya seems to share his love. Jack treats him like crap, but he rarely does anything about it. Jack also decided that in order for him to have fun, Miles needed to get laid. To do this, he tells Maya that Miles' novel will be published. Miles then judges everything that happens with Maya in light of this lie looming over the horizon.

They make a very strange pair, and Payne uses the road trip as a metaphor for bigger things happening in their lives. Yeah, it's been done to death, but Payne uses a light touch, letting the performances shine though. It shows how strong the characterizations are when the audiences feels empathy for both although they both aren't too likable. Giamatti in particular gives another wonderful performance, slowly disappearing into the Miles character. Payne received a lot of acclaim for Election and About Schmidt, and honestly, they were okay, but not great. Sideways erases any doubts that anybody has about Payne.