"My life so far has been like a thumbprint on a skyscraper," says Miles Raymond (Paul Giamatti, Paycheck), protagonist of the exquisite new Alexander Payne film, Sideways. Miles's life is in catastrophe, and he's breaking down, mired in depression. He is a divorcee stuck in a lousy job teaching middle school English, whose first novel is unpublished and who visits his mother on her birthday both because he loves her and needs to steal money from her. His best friend Jack (Thomas Haden Church, George of the Jungle) tries to reassure him, noting the expressive beauty in Miles ability to string together such beautiful metaphors as he articulates his melancholy (which Miles didn't even write himself.)

The movie details Miles's and Jack's road trip through the California wine country the week before Jack's wedding. Miles seeks to share his obsessive love of wine with his friend while Jack is looking to get laid. Jack, a TV actor on the slide, is the easygoing, horny, eternal-sunshine boy, who is now getting worried about his fading looks and needs constant reassurance from women. Former freshman-year college roommates, the two men are opposites and seemingly incompatible friends.

We wonder at first what holds them together; it seems that at any moment all the resentment and bile from years of repression will bubble over and burst. But they hold a certain sort of affectionate intimacy even through their disagreements and mess-ups and are able to bluntly talk to each other bluntly about one another's faults. They watch over each other and cover for each other. This is a movie about mid-life crises, with two men assessing their failures together while drunkenly looking toward their future.

As the film shows them as more vulnerable and pathetic, the viewer likes them more and more for it. Watching these men pour spit-buckets of wine over themselves and run home naked at 4 a.m., as every pathetic gesture and idea of theirs goes wrong, they become all the more human and their story more realistic. Payne is able to cut to the heart of their predicament in such a way that people of any age can relate to Miles's and Jack's failings.

The performances of all the main characters are amazing. Besides the men, the two main women in the story, Maya (Virginia Madsen, American Guns) and Stephanie (Sandra Oh, Under the Tuscan Sun), are also excellent. Maya, as a fellow divorced, late-30s oenophile, is a perfect match for Miles. While Stephanie and Jack bed pretty quickly, Maya leads Miles into the back room to quietly and delicately talk about wines, flirt around past loves and the possibility of future ones. This terrifying, wonderful scene trembles on the edge of embarrassing, but their performances, hers especially, keeps us in the realm of breathlessness.

Payne's direction is very good, stopping here and there to expose a corner of the countryside that he finds particularly interesting. The movement of the scenes and build-up of the drama are right on. However, the use of music in the film-a jazzy, jaunty score that seeks to lift comically certain sections of dourness-fails to complement the weight of the film quite right. It is a comedy, with many hilarious scenes, especially as the film gets to the final days of the trip. The music, however, gives a very pedestrian background to a very un-pedestrian, special film.

The main genius of this film lies in the performance of Paul Giamatti. His accomplishment lies in minute human details: the slouch of Miles' shoulders as he walks, the passion and melody in his voice when he talks about wine, the pretensions that surround his novel that he cant quite describe. It is in his silent sighs, the bug-eyed hopelessness of his drunken call to his ex-wife, his terrified expressions as he realizes how much he likes Maya and the way he describes himself through his favorite wine-pinot noir. Giamatti gives this movie its true humanity in a role to which every man can relate. It is his best performance to date, and he deserves recognition for its delicate compassion and fearful reality. Every character Giamatti has ever played comes out in Miles as he moves from the self-pity, disgust, humor and delusion to the final bout of hope at the end that seems like clarity.