The writing, the acting, and the wine make a satisfying film.

A performance topped this year only by Jamie Foxx's "Ray": Paul Giamatti ("American Splendor") as Miles in Alexander Payne's ("About Schmidt") "Sideways" is the essence of everyman with too many miles already logged on his middle age. A San Diego middle-school English teacher, failed novelist, and recently divorced, Miles is lost in his wine, for which he has an impressive palette. So real is his painful but affectionate performance that I forgot how Payne also coached a memorable performance from Jack Nicholson as Schmidt.

Another sure-to-be nominated actor is Thomas Haden Church as Miles' buddy, Jack, about to be married and embarking on a picaresque journey with his best man to the wine country in a variation of the ritualistic "bachelor party." He wants this to be a celebration for Miles as well: "My best man gift to you will be to get you laid." Although the wine talk and imbibing are the best I have seen depicted in film (I learned more than I could have expected), similar to the tantalizing details of eating in "Babette's Feast," the performances by these leads are memorable in the way I can't forget Newman and Redford in "Butch Cassidy and the Sundance Kid."

Jack womanizes to the last moment, figuring it's his right as an about-to-be prisoner, and Miles is a reluctant suitor to a fellow oenophile, Maya (Virginia Marsden). While the goofy antics sometime border on slapstick, Payne centers the drama on the roundness of his characters evolving into adults kicking and screaming. Mile's inability to adjust maturely to his ex-wife's recent marriage and Jack's little boyish self-indulgence are emblems of their need to confront their futures on this journey.

So much attention is paid by Payne to show the development of his characters that the humor seems almost gratuitous but welcomed relief from thoughts about my own failures and shortcomings as I watched Miles evolve. "There was a tasting last night," says Miles explaining his hangover to Jack in typical Payne understatement masking the untidy undercurrent of unrest in a life not yet matured like an aged pinot noir. Miles's explanation of his interest in that wine reveals Payne's carefully figurative parallel to Miles's character: "It's a hard grape to grow. It's thin-skinned, temperamental. It's not a survivor like Cabernet that can grow anywhere, and thrive even when neglected. Pinot needs constant care and attention."

The writing, the acting, and the wine make a satisfying film. "Here's looking at you, Kid."