Take 5: Alexander Payne MOVIEFONE / 2004 Alexander Payne's independent films have a way of making us wince at painfully familiar scenarios, embarrassing situations we can all identify with. Just think of the moment in 'About Schmidt' when a newly retired Jack Nicholson drops by the office, just to make sure the old team doesn't need him for anything. Or the heartbreaking sense of failure that would drive a teacher (Matthew Broderick) so irritated by his know-it-all student (Reese Witherspoon) to convince a classmate to run against her in 'Election.' In Payne's latest movie, 'Sideways,' the observations cut deeper than usual, and yet the net effect is a movie that leaves you feeling surprisingly satisfied about everything life has to offer. Where does Payne's distinctive outlook come from? Here the 'Sideways' director names five films that taught him how to look at movies -- and life -- differently. Seven Samurai (1954, dir: Akira Kurosawa; starring: Takashi Shimura, Toshiro Mifune) What happens to me is I fall in love with certain films and then I see them any time I know they're being projected, so that's an important criterion for me, which is how often I want to see a film projected. I've probably seen 'Seven Samurai' 45 times. I mean, I could basically tell it to you shot by shot. I first saw it upon its rerelease at the Castro Theater in the spring of '82. I was deciding whether for graduate school I was going to go into journalism or film, and I just remember thinking, "Wow, I will never make a film that good. I couldn't ever climb a mountain that high, but wouldn't it be interesting to at least walk along some of the paths at the base of the mountain?" You have to start somewhere, and [Kurosawa's early films] are all quite intimate stories. Lean didn't come out of the box making 'Bridge on the River Kwai.' [The realization] that film can do that was just astonishing to me. As a history student, to see history lived in that film and to be transported so fully to that early 17th century Japan was a revelation. Viridiana (1961, dir: Luis Buñuel; starring: Silvia Pinal, Francisco Rabal) Another film that made an impression on me in terms of its ferocity was Bunuel's 'Viridiana.' After years and years [in exile], Buñuel was allowed to return to Spain under Franco. He was able to make one film, and it's the biggest "F--- you, Franco" film that you can think of, so much so that Franco tried to have it banned. 'Viridiana' is a very rigorous and uncompromising film, and it's really a font of inspiration for me. The story is about a girl in a convent who is convinced to come live with her uncle, because her uncle is a landowner, a "latifondista." This girl, Viridiana, reminds him so desperately of his beloved dead wife that he begins to fetishize young Viridiana. He even convinces Viridiana that he's raped her so she will stay, thinking that she's been disgraced and can't return to the convent. She then decides to continue God's work there and wants to turn this big estate into a refuge for the local poor, [which leads to] this famous scene of the beggars' banquet, where the owners leave the estate and all these homeless people take over the dining room and smash and destroy everything. Modern Times & City Lights (1936 & 1931, dir: Charlie Chaplin; starring: Charlie Chaplin) I want to put two films together that I personally return to over and over in my life and always get satisfaction from, which are 'City Lights' and 'Modern Times.' I've seen them since I was a kid, and I've found that I've never outgrown them, and I even grow into new aspects of them. As a whole, I prefer 'Modern Times,' but 'City Lights' has the greatest ending ever in a film, and I think it's a great achievement, not just in film, but in any of the arts. The feeling that you get from the ending of 'City Lights' is so pure and so profound and so simple. I'm basically influenced by silent comedy. As a kid, I spent my early years watching silent comedy. I'm a huge fan of Chaplin and Keaton, Harold Lloyd and what Hal Roach and Mack Sennett were doing. Among the things I'm interested in in film is physical humor, how characters move in space and constructing gags, though I do it in my own way. 'Sideways' has one shot I'm very proud of, which is that naked guy running out at Miles. The timing on that shot and the way it's constructed with foreground and background is really quite good, I think. The Wild Bunch (1969; dir: Sam Peckinpah; starring: William Holden, Ernest Borgnine) 'The Wild Bunch' is so unlike any other film made ever -- how it's shot, how it's edited, how it's cast. One thing that's awful about the age in which we live, where all of our actors are basically boys and girls, is that we don't really have men actors. If you were to go make 'The Wild Bunch' today, who would be in it? Where is Robert Ryan, Strother Martin, William Holden, Ernest Borgnine or L.Q. Jones? The thing that I like most about 'The Wild Bunch' is its mystery. There's something infinitely elusive and ungraspable about it -- what it's about, why those people do what they do, why Peckinpah made the film. It's such an accomplished film, it's as though it comes straight from God somehow, but why? That's when cinema is beautiful, when you feel you understand it, but you can't put it into words because it exists only in the language of cinema. Maybe you could begin to describe it, but like a translation, what you say will never actually be it. If you haven't seen 'The Wild Bunch,' you have to stop reading this stupid interview with me and go see it right away because anything I have to say just pales in comparison to watching 'The Wild Bunch.' The Leopard (1963; dir: Luchino Visconti; starring: Burt Lancaster, Alain Delon) I'll tell you a film that's inspired me recently is 'The Leopard.' I've only seen it once, and I couldn't believe how good that film was. You have to have some life experience and also some knowledge of history to really get what Visconti's doing: To take on as a subject the realization of the passing of one era to another and the acceptance of that passing even though it means your own death is so interesting and so beautiful. [He accomplishes that transition through a long] ballroom sequence that reminds me of Antonioni's 'La Notte,' where you see the passage in the lives of the characters over the course of one night, and precisely at a party. In 'The Leopard,' it's like a dance of death or a wake. The grace of Burt Lancaster in that film, the catlike elegance with which he moves across the frame and the world-weariness with which he accepts what's happening and realizes that we must change for things to stay the same. And the beauty of the final shot, as he disappears into the shadows and a little pussycat comes out on the sidewalk -- the Leopard has become a little pussycat. He who will most suffer by the passing is the one who must accept it, that's what I found most beautiful.