The cool thing about director Alexander Payne is how he acknowledges the existence of an America that isn't New York, Los Angeles, or Chicago. I suppose it's understandable when you're from Omaha, Nebraska, but it's refreshing that he's taken his extra-metropolitan eyes with him in his films. In his last cinematic journey, About Schmidt, Payne took us across a middle America that wasn't too far from his home of Nebraska. In his latest, Sideways, he shows us there's more to California than SoCal or NorCal.

Sideways follows the adventures of two middle-aged San Diego-ites, Miles (Paul Giamatti), a neurotic cynic, and Jack (Thomas Haden Church), a loose cad. For the week before Jack's wedding, Miles takes his old friend to one of his favorite locations, the Californian wine country. It's the area a southern Californian like me will pass by, often without much thought, on the way up to San Francisco, between Santa Barbara and Santa Maria. Once there, the two men experience midlife crises against the backdrop of the region's vast vineyards and wineries, colored with a regular-folk small town culture many people wouldn't picture when they think of California.

It's the use of these realistic palettes that gives Payne's movies their flavor. The people seem real, the restaurants feel as if you could just walk right in while watching the film, and the homes are messy and lived-in. Payne captures his locations with honesty -- About Schmidt depicted the naked urban sprawl of middle America; in contrast, Sideways allows Santa Barbara County's countryside warmth to shine through. Yet, it never loses the sense of urban creep that leaves its mark on the settlements there. It's that right combination of coziness and coldness that makes the setting believable.

The setting also anchors the movie, for the story that plays out over it is, at least on the surface, fairly conventional. Miles is uptight, analytical, and hesitant; Jack is social, spontaneous, and not too bright. Their dynamic is familiar, as the trouble seeker upsets the plans of the trouble avoider. Both men are headstrong and sure of themselves, although Jack's unstoppable force often proves stronger than Miles's immovable object. Women, of course, figure into Jack's plans, and before you know it he's encouraging Miles to take advantage of his own natural charms, the ones Miles doesn't think he has. You can almost hear the Swingers mantra --"You're so money and you don't even know it!"-- trying to escape Jack's lips.

The movie is, logically, more about Miles than it is about Jack -- Miles is the one waiting to hear back from his agent about whether or not a publisher has accepted his latest manuscript; Miles is the one who doesn't have enough nerve to take a step closer to getting to know a waitress named Maya (Virginia Madsen); and Miles is the one who finds out that, when things don't go as planned, life doesn't end. It's a little disappointing that a movie with so much potential for unconventionality ultimately ends up being somewhat predictable overall, with not much in the way of truly memorable scenes, save for one whopper and a couple of doozies.

What gives the tale its extra edge is the performance of Paul Giamatti. Fresh off his leading turn in last year's splendid American Splendor, Giamatti shows his ability to drive a movie isn't a fluke. His turn as the irascible wine-tasting enthusiast is what allows Sideways to tip the balance back towards genuineness. He takes a character we've seen before and makes him his own, thus making the story about him as unique as it can be.

All of Sideways is a balancing act -- between sun and despair; setting and story; oddities and familiarity; and between making a movie an exposé on the little realities of life and making a movie a Movie. While working its tightrope, it doesn't have the mobility to throw some hard-hitting punches -- it's more leisurely, a pace and manner more suited to a film featuring the finer distinctions in appreciating both wine and the steady march of life itself.

(Released by Fox Searchlight Pictures and rated "R" for language, some strong sexual content and nudity.)

Review also posted on www.windowtothemovies.com.