SIDEWAYS (2004). Writer/director Alexander Payne's latest is an alternately rollicking and mournful road comedy about the terrors of settling into middle age. Jack (Thomas Haden Church) is about to get married, so his pal since college, Miles (Paul Giamatti) devises a week-long vacation in Southern California wine country as a male-bonding ritual centered on golf, good food, and Miles's hobby, wine tasting. But Jack has other ideas: he wants to enjoy his last vestiges of sexual freedom, and he hopes that Miles, who has sunk into a miserable reclusiveness since his own marriage broke up, can get laid too and loosen up a little. Church (Lowell Mather on the TV series Wings) is hilarious; he gets the one-two punch of Jack's puerile sensuality and his hang-dog air of abashment whenever he's chastised. The movie is wise enough to match him up with Payne's wife, the raucous Korean-Canadian actress Sandra Oh, as Stephanie, whom the men run into pouring at a winery -- a good-time gal with a vulnerable heart. But Miles is the protagonist, and Virginia Madsen's Maya is the warm-blooded waitress who tempts him out of his emotional hibernation. Their scenes together are superb, even the big one Payne and Taylor can't resist overwriting, where these two aficionados couch their sexual desires and trepidations in a discussion of wine. Sideways winds up on a tentative, hopeful note as Miles puts his heart on the line one more time. About Schmidt may have catapulted Payne into the ranks of major Hollywood directors, but this is the movie that earns him his place among them. (123m)

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