I waited far too long to see Sideways, the latest film of Alexander Payne (the director of Citizen Ruth, Election, and About Schmidt). It is so good that I am kicking myself for having procrastinated.а Gratification for the mind, the eye, the heart, and the sense of humor, unnecessarily delayed.

Sideways initially opened on just three screens, in New York and Los Angeles, to allow word of mouth and critical reaction to spread, and build an audience from the ground up. The strategy seems to have worked well, with Sideways currently on 497 screens, and a very respectable per screen gross of $2113 Friday — roughly the sameаas the expensive and heavily—hyped family film, The Polar Express.

Sideways is mostly talk, with no lasers, explosions, or elaborate special effects. Usually, I am content to wait until such films hit cable TV. Overcoming my resistance to audiences who talk back to the screen, lousy popcorn, and ringing cell phones usually requires a visual spectacle that cries out for wide screen projection from a good clean 35mm print. Only when the lure is irresistibleаam I able to justify a trip to the multiplex for less glossy films.

In Sideways,а two buddies, former college roommates now in their forties, Miles (played by Paul Giamatti) and Jack (played by Thomas Haden Church) go off on a week—long wine tasting and golf excursion, a last, presumptively celibate, bachelor fling for Jack, who is to be wed the following Saturday. Miles is the wine expert, an obsessive perfectionist (only where wine is concerned), whose personal life is a mess, and whose psyche is perpetually tormented. Jack is along for the ride, for golf and a wine education, and, it develops, to seek a pre—wedding roll in the hay or two with new conquests. A one—time star of a television series, now reduced to voice—overs for commercials, Jack is as untroubled by the deeper complexities of life as Miles is immobilized by them.

The two men make wonderful foils for each other, expressing opposite opinions and reactions to practically everything, all the while making their friendship believable. Thomas Haden Church reveals the depths of a shallow man, a very difficult task for any actor. Of course, they meet a pair of lovely younger women: Maya (played by Virginia Madsen), a waitress, and Stephanie (played by Sandra Oh, the director's wife), a pourer at a small winery they visit. Miles, balding and stoop—shouldered, the lonely and unattached male, is far too shy, conflicted, and full of worry to make a move, but handsome and buff Jack, the bridegroom—to—be, isn't, and romantic adventures naturally ensue.

Obviously, it isn't the plot which is the draw here, it is the wit, insight, humor, and spectacularly good acting and direction which make this a movie to see, think about, and eventually buy the DVD of. There is an almost—love scene between Miles and Maya that should win Giamatti and Madsen best actor and best actress OscarsЩ at the next Academy AwardsЩ — if this were a just world (it isn't, of course). The two faces reflect the fleeting dance of attraction, hope, sexual energy, and fear of two adults closely familiar with the pain of love lost, trying, but not quite able, to believe that next time might be different.

What leaps off the screen is the utter honesty and genuineness of these characters. The achievement of the two actors is extraordinary. Giamatti, long a bit player and character actor, achieved great critical recognition for his starring role in American Splendor, a biopic about a difficult man, cartoonist Harvey Pekar. Here he surpasses that performance with a far more recognizable type, the failed novelist working as an 8th grade English teacher, desperate, lonely, and yearning for romance, but terrified of it.

Madsen is equally praiseworthy. Having established herself as a glamorous beauty and versatile actress in films as varied as Dune, The Hot Spot, where she was a memorable femme fatale, and Candyman, a box office hit in which she played the lead in a Clive Barker horror pic, she did something quite daring for an actress almost twenty years along after her first movie role. Madsen appeared with little or no make—up. No glam work at all. Right up there on the big screen, crow's feet beginning to appear around her eyes, she looked right out at the audience, a real woman, beautiful beyond the reach of cosmetics, in part because there is a genuine mind and heart underneath the gorgeous exterior. She looked and she felt exactly like the character she was playing, a waitress recently divorced from a college professor, puzzled by a would—be new guy in her life.

Just as Miles and Jack embody two sides of the male psyche, Maya and Stephanie embody contrasting aspects of the adult female. Sandra Oh's part is smaller than Madsen's, but she packs explosive energy into her portrayal of a somewhat wild, not terribly bright, devil—may—care single mother, one from the wrong side of the tracks, trying, but not quite knowing how to move upward.

Alexander Payne is a director who not only coaxes remarkable performances out of his actors, he has the ability to convey a genuine sense of place in his films. Both Election and About Schmidt were set in his home town of Omaha, and you get a sense of what it looks like and feels like to be there. The location is another character in these stories. With Sideways, he turns his camera on the Santa Ynez Valley, the wine country district of Santa Barbara County. This time, the place becomes not just a character, but an embodiment of the story itself.

As it happens, I am very familiar with this area, because one of my sons graduated from a boarding school there, and family visits were regular affairs, if only to take the boy out for a decent meal. Payne must also have spent time there, because he has accurately portrayed the strange mщlange of elements, from the down—home folksiness of the small struggling wineries and the emu ranches (the giant birds are grown for meat, erroneously labeled 'ostrich') to the glamour of big time wineries and the fabulous estates of the wealthy (Michael Jackson's Neverland Ranch is the most notorious, but many other private palatial estates, some belonging to celebrities are found there). In between is the bizzarro world of Solvang, a faux "Danish village" and tourist trap.

A man after my own heart, Payne even uses restaurants to embody the dualities (trust and betrayal, lies and the truth, impulsiveness and reticence) shot throughout the film. The Hitching Post, in motel, gas station, and freeway exit town Buellton, where fictional character Maya supposedly works, is a real restaurant, one where I have dined with great satisfaction. It is as genuine and unpretentious as her character, and the charcoal—grilled essence of the place shines through the several scenes set there.

The nameless hoity—toity food—as—sculpture restaurant in fancy Los Olivos, where the two women are wooed by the men, is as phony and pretentious, yet alluring, as Jack's romancing of Stephanie days before his wedding. The food looks wonderful, and the wine they drank was some really top stuff, though.

It is obvious that Alexander Payne knows a lot about a lot of aspects of human life. This is a film to savor.