'Sideways' (R) (out of four popcorns)

Writer/director Alexander Payne set his new comedy, "Sideways," against a backdrop of vineyards and wine-tasting. And to paraphrase those old Orson Welles commercials for Gallo -- Payne has proven he shall "serve no movie before it's time."

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Preview: 'Sideways'

The man responsible for such clever films as "Election" and "About Schmidt" has done it again with his latest work -- a comedy that should do wonders for the tourism industry in California's lush Santa Ynez Valley.

The film begins in San Diego, where struggling author Miles Raymond (Paul Giamatti of "American Splendor") heads out to pick up lifelong friend Jack Lopate (Thomas Haden Church). Jack is a handsome, if-not-very-sophisticated actor toiling away in television commercials, who is about to marry into a wealthy family.

The two embark on one last road trip before Jack's wedding. But their planned weeklong excursion of drinking wine (Miles' great love) and playing golf quickly hits a snag when they run into Maya (Virginia Madsen), a sensitive, wine-loving waitress.

Jack quickly senses that his shy, still-smarting-from-his-divorce pal is attracted to Maya and tries to light the fire of romance. Miles is resistant, but fate lends a hand when Jack decides he needs a fling of his own before walking down the hall. He hooks up with one of Maya's pals (Sandra Oh) -- a winery employee -- and the group quickly becomes a foursome.

What happens next is reminiscent of the film "Swingers," as we watch Jack painfully stumble through missed opportunities with Maya as he battles the demons of his former marriage and a lifetime of playing it safe.

Giamatti is wonderful in "Sideways," taking his character from the depths of depression and fear and transforming him into a man who finally understands the meaning of the words "go for it."

Madsen stands out as the waitress who is working hard to further her life. A scene in which she bares her soul to Miles is powerful to listen to, and beautiful to watch as her face becomes almost angelic.

Oh also delivers a fine performance as Jack's fling -- a woman who is quite capable of standing up for herself. Oh, who played Diane Lane's pal in "Under the Tuscan Sun," is married in real-life to writer/director Payne and her big confrontation scene in which a lied-to woman shows her fury is not be missed.

However, it's Thomas Haden Church who steals the show. While Giamatti's Miles carefully sips wine and savors each drop, Church's Jack chugs down each glass, scanning each tasting room for available women. Who would have thought that the guy who played the mechanic Lowell in "Wings" would develop into such a fine actor?

Jack's a scoundrel, but a loveable one as he debates whether to go through with his marriage, or to keep pursuing his wild romance. Jack and Miles are such mismatched characters, and yet like in real-life, two complete opposites sometimes make perfect friends. The two are a team, whether they are hilariously retaliating against pushy golfers on a fairway, or commiserating over a failed love affair.

As mentioned before, the Santa Ynez Valley is also one of the film's stars. The local tourism board couldn't have done a better job of showing lush vineyards with beautiful tasting rooms, quaint little towns adorned with windmills, and bottle after bottle of delicious-looking wines.

But at its heart, this is a movie about friendship and romance. One leaves the theater with the feeling of having savored a fine glass filled with both hope and satisfaction.