Dir: Alexander Payne. US.2004. 124 mins.

Alexander Payne entersthe very top rank of American auteurs with his fourth film Sideways, ablissfully enjoyable meditation on masculinity and loneliness which willdelight adult audiences and should be a significant contender in theend-of-year awards race. Fox Searchlight Pictures, which fully financed thefilm, is releasing it in North America on Oct 17 after its Toronto worldpremiere and closing night screening at the New York Film Festival.

At the heart of Payne'smovie, which like his last film About Schmidt takes the format of a roadtrip, is a glorious performance by Paul Giamatti. Giamatti, an accomplishedcharacter actor who shone as Harvey Pekar in American Splendor and asBob Zmuda in Man On The Moon, plays Miles, a would-be novelist withtendencies to a mid-life crisis and a keen fixation on wine, both as aconnoisseur and a drunk. He paints a vividly engaging portrait of a mansuffering from the pain of divorce, struggling to regain his self-esteem andincreasingly convinced that he has missed the boat. It's a painfully exposedcharacterisation and will win Giamatti glowing reviews and multiplenominations.

Based on the novel by RexPickett, the film follows a week-long roadtrip in which the crumbling Milestakes his old college buddy Jack (Haden Church), a washed-up actor, on acelebratory trip to the vineyards of northern California's Santa Ynez Valleythe week before Jack's wedding.

Miles is obsessed with wine,specifically Merlot. Jack can't tell the difference between a good and a badgrape. Miles is awkward with women. Jack is an expert seducer. As the weekbegins, it becomes clear that Jack wants to get laid before his wedding - alast taste of freedom, as it were, before he ties the knot. He tries to fobMiles off with a wine-savvy waitress Maya (Madsen), while he pursues and beds alocal wine-pourer called Stephanie (Oh), but Miles is crippled with self-doubtand, although attracted to Maya, only succeeds in confusing her. He is alsoreeling from the news that his ex-wife has remarried and stunned at Jack'sinfidelities to his soon-to-be wife.

After a day or two in whichJack is spending all his time with Stephanie, Miles finally sleeps with Maya,but it is only a matter of time before both Stephanie and Maya discover thatJack is getting married on Saturday.

Payne and his collaboratingscreenwriter Jim Taylor not only come up with some laugh-out-loud comicsituations - Miles breaking into a house to recover Jack's wallet, Jackdeliberately crashing the car, Miles being chased into a vineyard guzzling abottle of Merlot - but an astute gaze into the psyche and vanity of adult men.Jack epitomizes the philanderer afraid of commitment whose desire for sex andvalidation outweighs his better values. Miles is a man on the brink whose frailself-image and tendency to over-analyse cripple his ability to live.

It's probably too long,although there is a pleasingly appropriate languor to Payne's pace, and oncehooked, audiences will be unhappy to leave the characters behind when thelights go up.

Giamatti may dominate but heis superbly supported by Thomas Haden Church, a US TV star (hit series Wings) whose Jack is an hilarious,all-too accurate picture of a ladies man trying to hold on to his youth.

Virginia Madsen gives whatwill be dubbed a comeback performance as the lovely Maya - a scene on a porchin which she and Miles talk about wine is the film's best - and Sandra Oh,Payne's real-life partner, is delicious as the sexually adventurous Stephanie.

The sunny backdrop of thewine country and Rolfe Kent's jazz-inflected heighten the sweet melancholymood.

Prod cos: Sideways Productions, Fox Searchlight Pictures
US dist: Fox Searchlight
Int'l dist: 20th Century FoxInternational
Prod: Michael London
Scr: Alexander Payne, Jim Taylor,based on the book by Rex Pickett
Cine: Phedon Papamichael
Prod des: Jane Ann Stewart
Ed: Kevin Tent
Mus: Rolfe Kent
Main cast: Paul Giamatti, ThomasHaden Church, Virginia Madsen, Sandra Oh, Mary Louise Burke, Jessica Hecht