In SIDEWAYS, director Alexander Payne (CITIZEN RUTH, ABOUT SCHMIDT and ELECTION), takes fewer risks than he normally does, coming up with a soft-edged but thoroughly satisfying film. But Payne continues with his predilection from ABOUT SCHMIDT in trying to shock us with full frontal shots of naked fat people. SIDEWAYS's most memorable visual has an overweight, irate husband, chasing a car as his private part flaps away. About as controversial as the rest of the story gets is some insulting things said about mass produced wines.

Miles (Paul Giamatti, AMERICAN SPLENDOR) and Jack (Thomas Haden Church) are two old buddies from college who head north from San Diego. It's the week before Jack's marriage to a wealthy young woman, and they plan on spending it wine tasting. The ex-star of the television show "One Life to Live," Jack is a washed up actor now doing occasional voice-over work for commercials, hawking low cost loans and miracle cures. Ruggedly handsome like an old surfer, Jack's lingo is full of "dudes" and "chicks." A gregarious guy, his libido is as large as his intellect is small. Church makes Jack into such a likeable playboy that he steals scenes left and right from the obviously more talented Giamatti. A funny fellow, Jack asks Miles during a double date, "Did you drink and dial?" after an inebriated Miles slips away to call his ex during a dinner in which Jack wants Miles to be hitting on Miles's date rather the payphone keypad.

The sharply written script does a marvelous job of skewering wine snobs. Miles, an aspiring writer who has a thing for Pinot like some men have a preference for blondes, speaks in a dialect of wine babble that is baffling to non-wine aficionados. "Quaffable but far from transcendent" is one of Miles's putdowns of a wine that doesn't measure up to his strict standards. He may know his grapes, but women are another matter entirely. He has eyes for a waitress named Maya (Virginia Madsen) but lacks the resolve and courage to make a move. But with Jack about to bed Stephanie (Sandra Oh), a friend of Maya's, maybe Miles will finally trade his love of things that come in bottle for those that come in a dress.

The people in SIDEWAYS are genuine, and, while the relationships are funny, they are all believable. As our middle-age lads relive their youth, touring the picturesque highway in Miles's red Saab convertible, we are there vicariously with them, reliving our own youth. SIDEWAYS never rises to the level of ELECTION or ABOUT SCHMIDT, but it is a satisfying journey that you'll be glad you took.

SIDEWAYS runs 2:06. It is rated R for "language, some strong sexual content and nudity" and would be acceptable for teenagers.