Sad, disillusioned and depressed middle school teacher/aspiring novelist Paul Giamatti takes his best friend (Thomas Haden Church) to California's wine country for one last week of freedom before he marries. Church is on the prowl though and extremely horny as he wants nothing more than to sleep with women before his wedding. Thus these two opposites (who are more alike than they appear on first glance) have all sorts of adventures and misadventures. They meet two women (Virginia Madsen and Sandra Oh) and immediately take an interest in them. Divorcée Giamatti is shyly attracted to Madsen while Church falls in lust real quick with Oh. What is going to transpire over this week? Outstanding direction by Alexander Payne (who is one of the better "new-age" film-makers) knows which comedic and dramatic buttons to push here. His screenplay (which he co-wrote with cohort Jim Taylor) is deeper than it appears on the surface. Just like "Election" and "About Schmidt", "Sideways" works because the characters are quirky and hilarious, but also vulnerable and real. The four leads are remarkable with Church stealing the show and Madsen doing the work of her life. Giamatti's quiet and heartfelt role makes you sympathize and care for this flawed man. An intelligent adult-themed comedy/drama that works from many angles. 4.5 out of 5 stars.