Ladies and gentlemen, I give you the eight most frightening words in the English language: Screenplay by Andrew Lloyd Webber and Joel Schumacher.

I have to concur with the esteemed OGIC, although for entirely different reasons. Sideways kicks serious butt, but it is because Alexander Payne has somehow found a way to combine the smooth comedy jazz of Blake Edwards (complete with the Sideways Jazz Orchestra!) with the realism of Cassevetes. That’s no small achievement, particularly when you consider that this is the first of Payne’s films that has gone out of its way to avoid the usual social satire (with the exception of a funny Grapes of Wrath television reference, some DeLilloesque moments in fast food restaurants, and a waitress played by Missy Doty who appears near the end of the film).

It helps that Sideways rides largely on Paul Giamatti’s limitless talent. Giamatti’s hounddog eyes are capable of almost every expression in the human spectrum. Necessary, given that Giamatti portrays a fantastic midlife neurotic. But amazingly, Giamatti somehow finds a way to underplay his larger-than-life character, even when he’s guzzling pinot while scampering down a hill. That’s a real actor in action, folks.

I should remind OGIC that Payne’s softness is nothing new. His last film, About Schmidt, with its unexpected existential angle, suggested a filmmaker that vowed to look hard into the human heart, no matter what the costs. In this sense, however, I don’t think Sideways succeeds quite as well, particularly during a treacly monologue delivered by Virginia Madsen midway through the film. (Bad enough that the monologue was unabashedly poetic, but were the syrupy strings necessary?)

This modest fumble is but a small price to pay for such a remarkable character study. Details are introduced and paid off with revelatory glimpses that express contradictory motivations. And for those who fear that the mischevious Payne has departed, be aware that there are flapping penises, a great gag involving a golf ball, and one extremely twisted moment involving the excellent Thomas Haden Church at the Days Inn, whereby he attempts to explain the reasoning for his actions and we are not certain to believe him because he is, after all, an actor.

Sideways also demonstrates that Payne’s quite willing to go the distance in the visual department. This was, I must confess, quite a lovely surprise. There’s a fantastic sequence where Giamatti gets staggeringly drunk at a restaurant. We see the sequence entirely in close-ups and the events are so fabulously discordant that we immediately find ourselves emotionally connected with Giamatti’s plight and desperation. I also appreciated the casting and deployment of Sandra Oh. I should point out that I have been in love with Oh’s acting abilities since I first saw her in Last Night. Here, Payne presents a character who appears sexually uninhibited and then focuses tight on Oh’s angelic complexion (despite simultaneous events), only to tear out the carpet from under us and provide a glimpse into her true feelings when certain revelations come to light.

In case I have not made myself abundantly clear, Sideways is a kickass flick bristling with humanity. Who else but Payne could avoid the pretentious Whit Stillman WASP schtick in a film set entirely in wine country?