Why ''Sideways'' was worth the wait -- Alexander Payne and Virginia Madsen talk about what makes their offbeat flick stand out

By Josh Rottenberg
Updated October 29, 2004 at 04:00 AM EDT

Alexander Payne gets annoyed when things in movies look too good to be true. He hates it, for example, when a character’s car is always unrealistically clean, like it just rolled out of a car wash. Or when a character’s haircut is unrealistically perfect, or someone’s house is unrealistically big, with furniture that looks like it was trucked in straight from an interior decorator’s showroom. Payne is an old-school director in the ’70s-auteur mold, and getting ordinary life on celluloid in its untidy, imperfect detail — the clutter, the bad tie, the sad wallpaper, the bed head — is a big thing with him. ”When you watch a movie,” he says, sitting in a white plastic lawn chair in the unmanicured backyard of his Los Angeles home, ”you don’t want to feel like a machine made it. You want to feel a soul.”

Payne’s latest film, Sideways, is a dark but unexpectedly sweet comedy that runneth over with messy realities. It’s the story of two fortysomething college friends — Miles (Paul Giamatti), a self-loathing failed novelist, and Jack (Thomas Haden Church), a blissfully immature, skirt-chasing former soap opera star — who go on a misbegotten trip to California wine country the week before Jack’s wedding. Desperately clinging to the last tatters of their youth, the two wind up stumbling, respectively, into the arms of a divorced waitress (Virginia Madsen) and a sexually voracious single mom (Sandra Oh).

Sideways is a raucous, booze-and-sex- fueled buddy road movie, but with grown-ups instead of spring breakers, and wine and Xanax instead of Bud and bong hits — sort of a Dude, Where’s My Pinot Noir? That this small-scale study of midlife drift, a film without a single major star, featuring impassioned soliloquies about wine and wincingly awkward romantic encounters, emerged from the Toronto and New York film festivals as one of this fall’s most buzzed-about Oscar contenders is not just an improbable Hollywood underdog story. It’s almost too good to be true.

Born and raised in Omaha, where his previous films were set, the 43-year-old Payne has always been drawn to stories of damaged characters in crisis: a pregnant, paint-sniffing Laura Dern in 1996’s abortion satire Citizen Ruth, Matthew Broderick’s pathetic high school teacher in 1999’s Election, and Jack Nicholson’s sorrowful retired insurance actuary in 2002’s About Schmidt. The goal of most comedy directors is to make an audience laugh until it hurts, but Payne flips that around: He makes it hurt until you laugh.

”Alexander brutalizes his characters,” says Sideways‘ Giamatti, whose Miles undergoes an escalating string of humiliations, including the most excruciatingly funny calling-an-ex-while-you’re-drunk scene ever filmed. ”He takes pleasure in watching, like, a guy getting his nose broken. He thinks that’s funny, and it is. It’s funny and not funny at the same time, which is hard to pull off.”

The funny-and-not-funny story of Sideways has its roots in genuine misery. In 1998, a failed filmmaker-turned-failed novelist named Rex Pickett, divorced and nearly destitute, poured his own tale of woe into a novel he first called Two Guys on Wine. Pickett gave the unpublished manuscript to a college friend, film producer Michael London (Thirteen, House of Sand and Fog), who, along with Pickett’s agent, helped get it to Payne. The director read it on a plane home from the Edinburgh Film Festival, where he’d just screened Election. ”I got so excited,” he remembers. ”I was in baggage claim, and I ran to a phone and called my agent and said, ‘There’s this manuscript, I’ve gotta do it.”’ But with About Schmidt already in motion, Sideways went into limbo for a few years.