Moving away from his native Nebraska for the first time onto what proves to be even more fertile soil in the wine country of California's central coast, Alexander Payne has single-handedly restored humanism as a force in American films in "Sideways."

This review was updated on Sept. 15, 2004

Moving away from his native Nebraska for the first time onto what proves to be even more fertile soil in the wine country of California’s central coast, Alexander Payne has single-handedly restored humanism as a force in American films in “Sideways.” A beautifully observed, small-scale study of personal foibles, romantic uncertainty and two sides of the sadly predictable male animal, this appealingly handcrafted film will appeal most directly to the more upscale and discerning end of the audience spectrum. But the picture features enough flat-out hilarity that, given the right push from Fox Searchlight and some luck in the bargain, it could catch on with a larger public.

Much of what has gone so right with “Sideways” can be gleaned from the way it was cast. After Payne’s success with Jack Nicholson in “About Schmidt,” the director could have gone the big star route: The two leads, as well as the two smaller but important female characters, are juicy roles. Instead, Payne went the opposite way, selecting non-box office names who happen to be perfect for the parts, and in the process has provided significant evidence for the argument that casting can rep 90% of what it takes to make a good movie.

Paul Giamatti, of course, made a significant breakthrough in “American Splendor,” but one doesn’t expect to see him in leading-man roles every year. A far less likely prospect, despite his weathering good looks, was Thomas Haden Church. Who ever expected the co-star of TV’s “Wings” and “Ned and Stacey” to suddenly emerge as a riotous presence in a top indie-flavored picture?

Then there’s former B movie sexpot Virginia Madsen, who here emerges from perhaps a decade of obscurity to deliver one of the great monologues in modern cinema. Sandra Oh has her cult following, but few directors other than Payne, her husband, would likely have had the insight to cast her as a Santa Barbara County lust object.

The premise of the script by Payne and his usual collaborator Jim Taylor, working from Rex Pickett’s novel, couldn’t be simpler. Miles (Giamatti), a sad-sack English teacher and would-be novelist who still hasn’t recovered from being dumped by his wife, intends to take his former college roommate, over-the-hill hunky actor Jack (Church), on a weeklong trip through the Santa Ynez Valley prior to Jack’s wedding, skedded for the following weekend.

It’s the Odd Couple on the road. Miles envisions a week touring the wineries and restaurants beyond Santa Barbara, with perhaps some rounds of golf, while Jack is bent on getting both of them laid. Although their college years are about 20 years behind them, neither has progressed much; Miles has a failed marriage and unpublished novel to his credit, while Jack, about to be married for the first time, has been reduced to acting in the odd TV commercial.

These are men who, if they met today, would likely never become friends, but they bonded in immaturity and share the same today. Driving the car and the agenda is Miles, who has become a self-styled wine snob deeply into pinots, while anything tastes good to Jack.

After a pit stop at the home of Miles’ mother (an enthusiastic Marylouise Burke), the pair roll into Buellton for Sunday dinner at the Hitching Post, where Miles knows attractive waitress Maya (Madsen). Jack urges his buddy to make a move for her, but Miles demurs.

Next day at a winery, Jack flirts with lively pourer Stephanie (Oh), who turns out to be Maya’s close friend, and a double date is arranged. So starts several days of misadventures, missed opportunities and deceptions that see Jack and Stephanie immediately diving into a lusty affair (with Stephanie knowing nothing of his impending wedding), while Miles’ tortured shyness prevents him from taking advantage of numerous openings Maya gives him.

A long stretch of the film has Miles, and the audience, writhing in comic anxiety as he consistently fails to summon up the courage to kiss Maya, forcing them instead into further levels of interesting but procrastinating dialogue. Miles holds forth about his novel as well as the endless subtleties of wine.

But when it’s Maya’s turn, she simply and eloquently expresses in emotional terms why she loves wine, how it’s a living entity to her and how it expresses its own creation and history to her when she drinks it. It’s a marvelously written speech, and Madsen delivers it with a sincerity and sensitivity that is extraordinary to behold.

In a funk after learning his manuscript has been rejected by the last house considering it, Miles contemplates killing himself, but concludes, “I can’t commit suicide before I’ve published anything.” He also lets slip about Jack’s wedding, news of which gets back to Stephanie, who reacts in an amazing way. Jack’s final sexual prank with an overweight waitress results in an uproarious close call for both men before they return to Los Angeles for the wedding, which holds a poignant encounter for Miles.

“Sideways” is a wonderful film, so accomplished that it looks effortless. In his fourth feature, Payne has refined his simple but eloquent style to the point where it serves the material fully without an ounce of ostentation. He is also happy to place the actors front and center, and all four respond with exceptional performances that give innumerable emotional contours to their recognizable but highly individualized characters.

Giamatti holds the compulsively depressive Miles up to the light for inspection at every possible angle, making what could have been a tiresome bore into a loser one can still root and hope for. Church miraculously manages to make one laugh both with and at the hopelessly sex-minded Jack without condescending to him for a moment. Madsen makes Maya into an ideal woman in many ways without idealizing her, and Oh is simply a gas.

Mellow mood is fostered by a lovely jazz score by Rolfe Kent that helps the poignancy and humor of the story ebb, flow and intermingle with surpassing ease.


  • Production: A 20th Century Fox release of a Fox Searchlight Pictures presentation of a Michael London production. Produced by London. Co-producer, George Parra. Directed by Alexander Payne. Screenplay, Payne, Jim Taylor, based on the novel by Rex Pickett.
  • Crew: Camera (FotoKem color, Deluxe prints), Phedon Papamichael; editor, Kevin Tent; music, Rolfe Kent; music supervisor, Dondi Bastone; production designer, Jane Ann Stewart; art director, Timothy "TK" Kirkpatrick; set decorators, Barbara Haberecht, Lisa Fischer; costume designer, Wendy Chuck; sound (Dolby), Jose Antonio Garcia; sound designer/supervisor, Frank Gaeta; assistant director, George Parra; second unit camera, Jennifer Lane; casting, John Jackson. Reviewed at Toronto Film Festival (Special Presentation), Sept. 12, 2004. (Also in New York Film Festival -- closing night.) MPAA Rating: R. Running time: 126 MIN.
  • With: Miles Raymond - Paul Giamatti Jack Lopate - Thomas Haden Church Maya - Virginia Madsen Stephanie - Sandra Oh Miles' Mother - Marylouise Burke Victoria - Jessica Hecht Cammi - Missy Doty Cammi's Husband - MC Gainey