Hollywood & Wine by Josh Rottenberg / ENTERTAINMENT WEEKLY / October 29, 2004 Alexander Payne gets annoyed when things in movies look too good to be true. He hates it, for example, when a character's car is always unrealistically clean, like it just rolled out of a car wash. Or when a character's haircut is unrealistically perfect, or someone's house is unrealistically big, with furniture that looks like it was trucked in straight from an interior decorator's showroom. Payne is an old-school director in the '70s-auteur mold, and getting ordinary life on celluloid in its untidy, imperfect detail — the clutter, the bad tie, the sad wallpaper, the bed head — is a big thing with him. ''When you watch a movie,'' he says, sitting in a white plastic lawn chair in the unmanicured backyard of his Los Angeles home, ''you don't want to feel like a machine made it. You want to feel a soul.'' Payne's latest film, Sideways, is a dark but unexpectedly sweet comedy that runneth over with messy realities. It's the story of two fortysomething college friends — Miles (Paul Giamatti), a self-loathing failed novelist, and Jack (Thomas Haden Church), a blissfully immature, skirt-chasing former soap opera star — who go on a misbegotten trip to California wine country the week before Jack's wedding. Desperately clinging to the last tatters of their youth, the two wind up stumbling, respectively, into the arms of a divorced waitress (Virginia Madsen) and a sexually voracious single mom (Sandra Oh). Sideways is a raucous, booze-and-sex- fueled buddy road movie, but with grown-ups instead of spring breakers, and wine and Xanax instead of Bud and bong hits — sort of a Dude, Where's My Pinot Noir? That this small-scale study of midlife drift, a film without a single major star, featuring impassioned soliloquies about wine and wincingly awkward romantic encounters, emerged from the Toronto and New York film festivals as one of this fall's most buzzed-about Oscar contenders is not just an improbable Hollywood underdog story. It's almost too good to be true. Born and raised in Omaha, where his previous films were set, the 43-year-old Payne has always been drawn to stories of damaged characters in crisis: a pregnant, paint-sniffing Laura Dern in 1996's abortion satire Citizen Ruth, Matthew Broderick's pathetic high school teacher in 1999's Election, and Jack Nicholson's sorrowful retired insurance actuary in 2002's About Schmidt. The goal of most comedy directors is to make an audience laugh until it hurts, but Payne flips that around: He makes it hurt until you laugh. ''Alexander brutalizes his characters,'' says Sideways' Giamatti, whose Miles undergoes an escalating string of humiliations, including the most excruciatingly funny calling-an-ex-while-you're-drunk scene ever filmed. ''He takes pleasure in watching, like, a guy getting his nose broken. He thinks that's funny, and it is. It's funny and not funny at the same time, which is hard to pull off.'' The funny-and-not-funny story of Sideways has its roots in genuine misery. In 1998, a failed filmmaker-turned-failed novelist named Rex Pickett, divorced and nearly destitute, poured his own tale of woe into a novel he first called Two Guys on Wine. Pickett gave the unpublished manuscript to a college friend, film producer Michael London (Thirteen, House of Sand and Fog), who, along with Pickett's agent, helped get it to Payne. The director read it on a plane home from the Edinburgh Film Festival, where he'd just screened Election. ''I got so excited,'' he remembers. ''I was in baggage claim, and I ran to a phone and called my agent and said, 'There's this manuscript, I've gotta do it.''' But with About Schmidt already in motion, Sideways went into limbo for a few years. After the release of About Schmidt, which scored Nicholson an Oscar nomination, Payne could have cast almost anyone he wanted in Sideways. ''A lot of big-name actors chased this movie,'' says London. ''We heard from the representatives of everyone: George Clooney, Edward Norton, Johnny Depp, Russell Crowe, Brad Pitt. They all expressed interest.'' But Payne didn't want to cast a star simply for casting-a-star's sake. ''With Election, I had to first offer it to Tom Cruise and Tom Hanks, who were never going to take it in a million years,'' he says. ''That's a process I didn't want to repeat. I understand the insurance policy of having extremely famous people in your film, but I understand comedy more.'' In Payne's mind, the audience wouldn't buy a giant movie star playing an actor like Jack, who's drifted from soaps to commercial voice-overs. ''I told that to Clooney's face,'' he remembers. ''We had lunch together at Bob's Big Boy. I said, 'To ask the audience to believe one of the world's most handsome and successful movie stars is now playing one of the world's biggest loser actors is too much. That would become the joke of the film.' And he was cool with that.'' Having already decided to cast his wife, Oh (Under the Tuscan Sun) — a well-regarded actress in her native Canada but hardly a household name here — Payne zeroed in on Giamatti for the role of Miles. The hangdog character actor proved he could carry at least a small film with last year's indie hit American Splendor, but he was not exactly a financier's dream choice. ''When Alexander offered it to me, I thought he was kidding,'' Giamatti says. ''I kept thinking to myself, Dude, nobody's going to want to make your movie. And who the hell is going to want to watch a movie about wine?'' Looking to fill the role of Jack, Payne remembered Church, who had auditioned unsuccessfully for both Election and About Schmidt. Like Jack, the lantern-jawed Church achieved early stardom — as the dopey mechanic Lowell Mather on the sitcom Wings — only to see his career drop off. ''From about 1993 to 1998, I was as famous as you can be as a TV star,'' Church says. But when the sitcom Ned and Stacey was canceled after two seasons, he tried in vain to launch another series, and his acting career slowed down. ''I got offered some very impressive things, like Sports Night, but I didn't want to do somebody else's show. I wanted to do my show. And it didn't work.'' By the time Sideways came around, Church was spending most of his time on his ranch in Texas. ''On some level, I had waved goodbye to acting,'' he says. Payne auditioned dozens of actresses for the role of Maya, the waitress who falls in love with Miles against her better judgment. Finally, he settled on Madsen, who, while respected for her work in film (Candyman, The Rainmaker), had never quite clicked with, as she puts it, ''the money people.'' ''It's not like Virginia was an unknown quantity,'' says London. ''She's a face people know. But to get to reinvent someone as talented as her has been really special.'' With a proposed cast and $16 million budget, Payne shopped Sidewaysaround Hollywood for financing. There was some interest from major studios, but with caveats Payne couldn't accept: ''One studio said, 'With this cast, we can't give you more than $11 or 12 million, but will you consider this other cast?' Another studio was willing to give us everything, but they wanted an option on my next film.'' Finally, Payne found a home for the project with Fox Searchlight, which agreed to his terms and promised him final cut. ''We never got into a conversation with Alexander about other actors,'' says Fox Searchlight president Peter Rice. ''We were making a bet on the script and his talent as a director. It was easy to make a leap of faith.'' Going in, Payne had insisted on having 50 days to shoot the film, a pretty leisurely schedule that, along with a lot of bottles of wine, fostered a laid-back atmosphere on the set. ''Of course, the wine flowed,'' Oh says, laughing. ''I'm not saying we were lushes, but on Friday we were rewarded. And during the mixing stage, every day at 6:30 was 'wine o'clock.''' Unfortunately, not all of the wine was real. Some scenes called for so much guzzling that the actors had to chug either cherry juice or nonalcoholic wine. ''It was disgusting,'' says Giamatti. ''The fake wine would give you violent gastrointestinal distress and wicked migraines, and it dyed Virginia's teeth purple. She had to get them, like, lasered to get the purple off. But it had legs, like wine. Nothing else quite had the consistency or the color.'' No one involved expected Sideways to be huge. ''We all believed it was going to be a great cult movie,'' says London. Now that the film (and the performances of Madsen and Giamatti in particular) is generating some of the year's best reviews and talk of gold statuettes, no one seems to quite believe it. ''We're all a little freaked out,'' says Oh. ''People are so worried about me,'' Madsen says. ''It's like, 'I don't want you to get hurt. It's going to be a disappointment.' I'm like, 'Can you please let me enjoy myself?''' It remains to be seen, of course, whether Sideways connects with real paying audiences as much as it has with festival crowds. It's certainly not the slam-dunk sell it might have been with George Clooney or Brad Pitt on the poster. ''At least this movie is funny,'' says Payne's longtime screenwriting partner, Jim Taylor. ''Usually when you say something is a movie for adults, it's like, 'It's about the poet T.S. Eliot' — oh God, put me to sleep.'' Author Pickett credits Fox Searchlight, which has already released three of the most attention-grabbing art-house films of the year — Napoleon Dynamite, Garden State (codistributed by Miramax), and I (Heart) Huckabees — with having the guts to gamble on Payne's vision: ''It's easier for a studio to spend $100 million making I, Robot, knowing they've got a built-in audience of 12-year-olds, than to spend $16 million for a character-driven movie that doesn't pander to cliché. Even unwatchable pieces of crap make money. But this middle level of character movies seems to have disappeared.'' Having leveraged his clout to make Sideways the way he wanted — dirty cars, bad haircuts, and all — Payne doesn't expect to see an enormous financial return. ''I just don't want my films to lose money,'' he says. ''They can make one dollar. But they have to make that one dollar. Because then I can keep making movies.'' But in his grander moments, Payne hopes that his unlikely little film will encourage Hollywood to take chances on movies that are riskier, more idiosyncratic — and sorry, kids, but more grown-up — like it did back in the '70s. ''If we're going to take our cinema back, we have to be creating examples,'' he says. Giamatti is just grateful to have played a part in that effort. ''I've happily done a lot of crap,'' he admits. ''I mean, Pumpkinhead 4 could appeal to me if there was something interesting in playing, you know, a farmer who makes people into sausage. But Alexander's a true believer. At the risk of sounding pretentious, he says he wants to make movies for the ages. Thank God somebody is.''