"Sideways," which refers both to the way that wine bottles are stored and to the fact that the two characters on Payne road trip are not growing but, rather, moving laterally, is a movie for people who love words as well as for those with a taste for comedy, both witty and vulgar. Some of the misadventures of these pals are hilarious, others on the brink of sentimentality. Their talk is pretentious only when Miles discusses wine–and here Payne satirizes the jargon of the connoisseurs–but on the whole completely understandable to all who love movies made like the great character studies of the 1970s.

Miles is the self-deprecating, gloomy Gus in this duo while Jack is high-spirited. Miles, like Andre Gregory's character in Louis Malle's 1981 pic "My Dinner with Andre," may not be as cultured as Andre but as Andre can appreciate great food, Miles is an epicure of the wine bottle. Jack, on the other hand, is something like Wallace Shawn. Shawn and Giamatti are similar only in physical features, Wallace Shawn (like Jack, more or less) states that he is content with a cup of coffee, maybe a burger, and simply never thought much about his partner's more refined style of dining.

As they traverse the vineyards of Southern California, staying in motels on the way, even visiting Miles's mother for an overnight reunion, we observe Miles rattling on about the quality of the Pinot Noir grape which–like Miles himself–is "thin-skinned and temperamental and needs constant care and attention." Jack would just as soon slug the wine down, bottoms-up, as though he were quaffing beer or downing a glass of cheap Scotch. While a good deal of the comedy arises from this mismatch of personalities, the movie ascends to genuine hilarity when they run into two women, Maya (Virginia Madsen), a waitress whom Miles knew from years back who is going for a Master's in Horticulture and plans to run a vineyard; and Maya's friend, Stephanie (Sandra Oh), a slim, good-nature lover of the pleasures of the motorcycle and, as we find out soon enough, of the bedroom.

Just as comedy often involves psychological pain–the clown who covers up his sadness by layering on it the big phony smile–Miles's own pain evokes smiles and laughs from the audience: not only the circumstance of his 750-page novel which never does get published though he advertises himself as A Writer, but also his inability to make connections with women; though he does quite all right for a while with Maya.

As director Payne traverses the Santa Ynez area of California with his performers, we get to smile at the way elderly people are bussed into wine tastings, pretending to like the most difficult grapes (such as Pinot); the way that Jack, having to explain to his fiancé the broken nose he receives from a woman who feels rejected, deliberately crashes Miles's car into a tree to give himself the excuse of a motor accident; the surprise we get when we discover that Miles, the Mayven of the Grape, uses the bottles to get drunk to escape temporarily from his low self esteem and downright depression.

Alexander Payne, whose "About Schmidt" is a great human comedy about a newly retired insurance agent who questions his choices in life; and whose "Election" is a wickedly funny satire on American politics, using a high-school contest to evoke the roadblocks put in the way of a candidate by a teacher; now gives us a picture that is not bitingly satirical like the latter but more about his later film. Two middle-aged men contemplate the choices they have made in life. Given the provisional success that the divorced Miles has made with a woman who is more down-to-earth than his wife, we have hope for him. As for Jack, he will not settle down, but given his randy ways and inability genuinely to commit will probably be divorced within two years. "Sideways" is a tribute to the great character movies. Conversation is the entree, slapstick a worthy side dish. They make wonderful music together.