'SIDEWAYS' TAKES THE RIGHT DIRECTION.

Byline: Glenn Whipp Film Critic

IN CONSIDERING Alexander Payne's moving masterpiece ``Sideways,'' it's worth noting that the film contains two brilliant scenes that are, quite simply, as good as it gets at the movies.

That the sequences - one a perfectly timed piece of shocking comedy, the other a soulful and profoundly poignant moment of self-revelation - occupy opposite ends of the emotional spectrum speaks to the remarkable work Payne and longtime writing collaborator Jim Taylor have done here, creating a perceptive movie about middle-age and loneliness that also manages to be hysterically funny.

Payne has always expressed an admiration for the small character studies of the 1970s, and with ``Sideways,'' he and Taylor, working from Rex Pickett's then-unpublished novel, have created a movie with four of the year's most unforgettable characters. It doesn't hurt, of course, that Payne has cast each role perfectly, taking another page from '70s cinema and going with actors who are believable - physically, chronologically, psychologically - as the sad sacks they are portraying.

``Sideways'' is first and foremost about people who have been disappointed by life and are close to resigning themselves to the fact that things aren't ever going to be that great. That's an odd thing right there for a movie that begins ostensibly as a road trip comedy about two former college roommates embarking on one last bachelor adventure together. But as we soon see, this last hurrah isn't so much a celebration of the future as a rumination on the past and the grim/mundane prospects ahead.

Miles (Paul Giamatti), a divorced junior high school teacher and self- taught wine enthusiast who has been ``officially depressed for two years,'' is taking his former college roommate Jack (Thomas Haden Church) on a tour of Santa Barbara wine country as a wedding present. Miles sees the trip as a chance to drink some good wine, hit some golf balls and distract himself from worrying about whether his 759-page novel is going to be rejected - again.

Jack has other ideas. His freedom fading fast - he's getting married in a week - he wants to get in as much sex as he can while still a ``free'' man. Obviously, Jack has issues. A fading actor whose career pinnacle was a stint on a soap opera, he knows - on some level, the man isn't exactly articulate in his self-awareness (he chews gum while wine tasting) - that he's on the back nine of life, and he wants to go out (with his pelvis) swinging.

Along the way, this odd couple meets a waitress, the sensible, beautiful Maya (Virginia Madsen), and a ready-for-anything wine pourer, Stephanie (Sandra Oh, who is married to Payne). Miles knows Maya from previous trips to the area. They share a love for wine and words, but he resists the attraction, not wanting more rejection in his life. Jack, though, won't let him take no for an answer, mostly because he needs Miles, initially at least, to help run interference.

There are whacked-out episodes at wineries, a chase through a vineyard that begins, hilariously, with manic anger and ends in sorrow, a forgotten wallet that precipitates an unforgettable encounter, and a soul-stirring scene of confession between Miles and Maya that should win Oscars for all involved - Giamatti and Madsen, Payne and Taylor.

Most of all, there's a humanity that has never been quite so present in Payne's past work (``About Schmidt,'' ``Election,'' ``Citizen Ruth''). He wants you to understand these characters, empathize with their feelings of failure and forgive their foibles. Who knew this guy could come with so many lump-in-your-throat moments? His instincts were perfect on this one. Raise a glass in celebration.

Glenn Whipp, [phone]

glenn.whipp(at)dailynews.com

SIDEWAYS - Four stars

(R: language, some strong sexual content and nudity)

Starring: Paul Giamatti, Thomas Haden Church, Virginia Madsen, Sandra Oh.

Director: Alexander Payne.

Running time: 2 hr. 3 min.

Playing: Laemmle Monica in Santa Monica; Pacific Grove Stadium 14 in Los Angeles.

In a nutshell: The filmmakers behind ``About Schmidt'' and ``Election'' add humanity to their pallette and come up with a moving masterpiece about loneliness.