By Steve Ryfle.

Alexander Payne and Jim Taylor

During the final half hour of Sideways, a happy-go-lucky ladies’ man named Jack (Thomas Haden Church) gets his comeuppance after his motorcycle-riding girlfriend finds out what a womanizer he is. She takes off her helmet and proceeds to bash his face in with it, and for the rest of the movie Jack wears a ridiculous-looking bandage across his nose, even as he continues to pick up and bed more women.

Welcome to the comic world of writer-director Alexander Payne and his collaborator, Jim Taylor. It’s a world where characters routinely suffer humiliating disfigurements—from the big, lumpy bee sting on Matthew Broderick’s face in Election, to Jack Nicholson’s neck affliction in About Schmidt, to Church’s busted nose in Sideways.

Because Payne’s films are bitingly comic and sometimes satirical, you might assume that these grotesque injuries are visual metaphors for the characters’ abundant shortcomings as human beings. But you’d be wrong about that. “I just think it’s funny,” Payne says. “If people want to assign deeper meaning to it, that’s fine. But I just think it’s funny.”

So much of what happens in an Alexander Payne film is hilarious, but it can also be poignant and sad, and it’s that mixture of laughs and emotion that makes Sideways so enjoyable.

It’s the story of two fortyish buddies, Miles (Paul Giamatti in an Oscar-worthy performance) and Jack, who take a weeklong vacation to the Santa Ynez Valley wine country to celebrate Jack’s upcoming wedding. They’re best friends, but these two guys couldn’t be more dissimilar: Miles is a failed novelist and wine snob who revels in self-pity and pines for his ex-wife; Jack is a part-time actor and bon vivant who just wants to “get his nut” one last time before the wedding.

The two pals’ misadventures among the vineyards of Central California test each man’s character and the limits of their friendship, and leads the protagonist Miles on a soulsearching journey to climb out of his emotional depths and start over.

Thomas Haden Church as Jack and Paul Giamatti as Miles in Sideways

Thomas Haden Church as Jack and Paul Giamatti as Miles in Sideways

“I like stories that are human and funny and, I guess, all the stuff that’s said about my films,” Payne muses. “Flawed protagonists, human situations. I look for books that are somehow closer to life than to a movie.

“It would be interesting to work in other genres someday, but so far I’ve been most interested in questions of the human heart and the human spirit. We’re not so interested in questions of three-act structure; we like our films to find their own structure, but rooted in and stemming from human character.”

Adapted from a little-known book by first-time novelist Rex Pickett, Sideways is easily Payne and Taylor’s most accomplished work. It’s also their most faithful adaptation, closely mirroring the book’s story arc, scenes, and sometimes even dialogue, whereas their screenplays for Election (which earned an Oscar nomination) and About Schmidt (for which they won a Golden Globe) took greater creative license with the books they were based upon. Sideways brought Payne and Taylor their first Academy Award in 2005.

“I can remember exactly what made me want to do Election,” Payne says. “There’s a moment in the book when the principal smells his watchband— he’s got a stinky watchband. I said, ‘Whoever writes that kind of detail has something going on.’ But what attracted me to Sideways was the whole milieu—it was a kind of buddy comedy, and I liked that it could be kind of a small movie,” Payne says.

“I liked Miles’s constant depression. And it had really funny set pieces. Basically, it’s a comedy. Yes, there is some sadness in it, but there’s a scene where Miles has to steal a wallet and a naked man comes running after him. It’s stuff like that—that made me want to do it.”

Sideways, by Rex Pickett

“The book hadn’t been published yet, so it was going through some revisions, and we read different versions of it,” adds Taylor. “What hooked us were the characters and the situations, and we loved those two guys.”

Neither Payne nor Taylor claims to be the kind of know-it-all vino aficionado that Miles is, but they confess they were attracted to the story in part by the winesoaked world in which it takes place, with the characters imbibing bottle after bottle of expensive grape juice and Miles waxing poetic about various varietals. If you pay attention to the locales in the film, you can hit the road and take the same tasting tour that the characters do. “

Sideways has great verisimilitude to the novel, and then to reality. Because the places where they stop and have wine, where they stay, the restaurant they walk to—it’s all exactly as you will find it. You can go up there to Buellton, stay at the Windmill Inn, and walk to the Hitching Post,” says Payne.

As with any screenplay based on a book, Sideways required Payne and Taylor to chip away at the story until it fit the confines of a two-hour movie. Their screenplay contained a few scenes that were written and shot but left on the cutting room floor, such as a hilarious bit where Miles runs over an old dog and then can’t decide how to dispose of its body. And there were other scenes from the book that they loved but couldn’t find a way to include. “In the book there was this boar-hunting incident that made us laugh and was a lot of fun,” Taylor remembers, “but it just didn’t fit in, because we were making more of a romance out of it.

The book was kind of inspired by Withnail and I, which is a movie that we love.” Payne and Taylor managed to save one of the funniest scenes from the book, even though the rules of Screenplay 101 might have dictated otherwise. Toward the end of the second act, after Miles has lost his new girlfriend and has bottomed out emotionally, Jack has an affair with a waitress and forgets his wallet—containing his wedding bands—at her house. Trouble is, she’s married and her husband is home. The ensuing scenes are some of the film’s funniest moments.

Paul McGann as I and Richard E. Grant as Withnail in Withnail & I

Paul McGann as I (Marwood) and Richard E. Grant as Withnail in Withnail & I

“The fact that Jack goes off with the waitress at the end—it took a certain amount of determination on our part to get that in, because, in a way, it felt like the movie is already over,” says Taylor. “At that point, Miles just wants to go home, and there was a version of the script that would have ended there, but we really loved the whole idea of Miles and Jack going back to retrieve the wallet, and this extra level of degradation that Jack puts both of them through.”

In some ways, Miles emerges as a richer character in the movie than in the book. Pickett’s novel portrays him sometimes as maudlin and sappy, but the film version of the character is darker, more bitter. There’s a gut-wrenching scene that occurs after Miles learns that his ex-wife, whom he’s never really gotten over, is now remarried. After a few glasses of wine at a restaurant, Miles leaves Jack and two female friends at the table. In the book, he heads for the restroom, finds it occupied, notices a pay phone and calls his ex-wife. In the film, Miles leaves the table and heads straight for the phone, and his drunken call to his ex is darker and sadder.

“The author Pickett has been very enthusiastic about the whole process,” says Taylor. “I got an email from him recently where he tried to encapsulate what he thought was different about Miles from his book to the movie. But I’m incredibly grateful to the book for giving us so much to work with, as opposed to starting from scratch and having to come up with everything. From the beginning, I felt this was going to be less work for us than the other books were, which is not to denigrate them, but this was closer to being a movie to begin with. Ultimately, it took us less time to do this adaptation than any of the others.”

Sandra Oh as Stephanie, Thomas Haden Church as Jack, Virginia Madsen as Maya and Paul Giamatti as Miles in Sideways

Sandra Oh as Stephanie, Thomas Haden Church as Jack, Virginia Madsen as Maya and Paul Giamatti as Miles in Sideways

Sideways begins on a series of comic notes, with Miles oversleeping and making lame excuses for arriving several hours late to go to pick up Jack to start their road trip. But it’s the emotional core that really makes the movie resonate, and the first hint of that core appears in an early scene, when Miles and Jack stop off at Miles’s mother’s house, ostensibly to wish her a happy birthday. During dinner, Miles excuses himself to the bathroom. What happens next is the first indication in the script and film that this protagonist is deeply flawed in ways that beg to be explained.

INT. MILES’S MOTHER’S HALLWAY – NIGHT

Miles heads toward…

INT. MILES’S MOTHER’S BEDROOM – NIGHT

… and goes directly to her dresser, opening a drawer

filled with bras, panties and stockings.

He burrows through his mother’s lingerie until

locating a CAN OF RAID. A can of Raid?

He twists open the bottom and pulls it apart,

revealing it to be a SECRET STASH for valuables

disguised as a common household product. Inside are

stacks of ONE-HUNDRED DOLLAR BILLS.

MILES

(quickly peeling some off)

Seven, eight, nine, ten,

eleven, twelve, thirteen,

fourteen, fifteen…

“That scene where he steals the money from his mother was on the chopping block a lot of the time,” Taylor remembers. “But I always felt that’s where it gets interesting because it gives the character this humanity. I was always concerned, because the script had so much vulgar stuff in it, that it would seem cheap or flippant. It’s a real testament to Alexander and the actors that they really elevated it, because I think there could have been another version of the movie, with the same script, that wouldn’t have felt the way it feels. I was very grateful when I saw the finished product, because it is a very sweet movie.”

Like Matthew Broderick’s weary high school teacher in Election and Jack Nicholson’s Winnebago-driving widower in About Schmidt, and perhaps even more so, Giamatti’s Miles is a self-loathing man, obsessed with his own failures; at one point, he compares himself to “smudge of excrement” on a piece of toilet paper flowing through the sewers of life. Not the sort of inspiring, sympathetic chap you’d see in a mainstream film, but Payne and Taylor work far enough outside the mainstream and have earned enough autonomy to avoid questions of character likability.

Jack Nicholson as Warren Schmidt in About Schmidt

Jack Nicholson as Warren Schmidt in About Schmidt

“I think these characters are likeable, because they’re human,” Taylor says. “I think anybody who understands that they’re flawed, or that they are struggling in life—that’s immediately sympathetic to me, no matter whether they’re screwing up or not; in fact, especially because they’re screwing up. It’s just a given for Alexander and me, that these are the kinds of characters we’re interested in, so we don’t worry about it that much.

Other people worry about it when we’re making the movie, but essentially we feel, ‘These are real people, so why wouldn’t you care about them?’ It’s a question that does come up, but we’ve been really lucky not to have to modify our scripts to make our characters likeable, so we’re very grateful for that.”

Payne concurs. “I think in other films, when they whitewash people’s flaws, they’re being more dismissive of them and showing more disdain for people’s flaws than when you include those flaws. I never worry about likability because, first off, these movies are comedies, and comedy is somewhat based in pain. And second, sympathy is about casting—it’s not about how the character occurs on paper; it’s whom you cast that makes the difference.”

Miles hits rock bottom after Jack’s wedding, when he bumps into his ex-wife outside the church. Already depressed that she has recently remarried, Miles becomes downright devastated when she tells him that she’s now pregnant. Miles deals with the news by grabbing an ultra-rare bottle of wine that he’s been saving for an ultra-special occasion—presumably, reconciling with his ex—and takes it to a greasy spoon, downing it in big gulps with a burger. The moment is both funny and utterly heartbreaking.

INT. IN & OUT BURGER – DAY

His bowtie undone, Miles sits at a booth eating a

DOUBLE-DOUBLE. He washes down a bite by draining the

contents of a big wax-coated soft-drink cup.

He brings the cup to his lap and refills it from a

BOTTLE OF WINE hidden next to him. As he sets the bottle

back down, we glimpse the label: 1961 Cheval Blanc.

He takes another sip. As the camera MOVES CLOSER, all

the complex emotions inspired by the wine ripple

across Miles’s face.

In some ways, Sideways feels like a film from another era. Giamatti’s self-flagellating and physical bumbling bring to mind Annie Hall-era Woody Allen, without the nebbishness. The long conversations that give the characters room to breathe, and the absurdity of their situations in general, perhaps recall the films of Hal Ashby. Payne, a self-described film buff, says that while shooting Sideways he referenced Italian comedies of the ’50s and early ’60s, particularly a buddy comedy titled The Easy Life, as well as American movies of the ’70s.

Jean-Louis Trintignant as Roberto Mariani and Vittorio Gassman as Bruno Cortona in Il Sorpasso (The Easy Life), 1962

Jean-Louis Trintignant as Roberto Mariani and Vittorio Gassman as Bruno Cortona in Il Sorpasso (The Easy Life)

So much of what makes Sideways hilarious is dialogue—not only the lines within the conversations but the rhythm and cadence that the characters speak with. It all sounds so natural, even improvised perhaps, but with very few exceptions, every line in the film was scripted exactly as it was read.

“We write with rhythm in mind,” says Payne. “Rhythm, increasingly, is becoming the most important thing to think about for me, in writing and directing, editing, how music is used. Often I’ll give an actor a line reading, not so much to say, ‘this is how you say it,’ but to give an idea of the rhythm of that dialogue. And I direct a lot by saying to the actors, ‘what you’re doing is just great—now do it faster.’”

JACK

I am going to get my nut on this

trip, Miles. And you are not

going to fuck it up for me with

all your depression and anxiety

and neg-head downer shit.

MILES

Ooooh, now the cards are on the

table.

JACK

Yes they are. And I’m serious.

Do not fuck with me. I am going

to get laid before I settle down

on Saturday. Do you read me?

MILES

Sure, big guy. Whatever you

say. It’s your party. I’m sorry

I’m in the way and dragging you

down. Maybe you’d have a better

time on your own. You take the

car. I can catch a bus back.

JACK

No, see, I want both of us to

get crazy. We should both be

cutting loose. I mean, this is

our last chance. This is our

week! It should be something

we share.

The older WAITRESS comes over.

WAITRESS

Can I take your order?

JACK

But I am warning you.

MILES

Oatmeal, one poached egg, and

rye toast.

WAITRESS

Okay. And you?

JACK

(glaring at Miles)

Pigs in a blanket. With extra

syrup.

“I have very little rehearsal, and I like the dialogue spoken exactly as written,” Payne says. “Although in Sideways, I was a little bit looser. For example, there’s a montage where the characters are having dinner. I just set up cameras and told the actors, ‘have dinner.’ So that’s all improvised. Those four actors (Giamatti, Church, Sandra Oh, and Virginia Madsen) became good friends and just started talking.

“Also, Thomas Haden Church is a very good improviser and he came up with a lot of funny things, like ‘get your bone smooched,’ but most of those things appeared before shooting began, and I put them into the script,” Payne continues. “So, from time to time there is improvisation, but in general, we really sculpt our dialogue. I’ve been fortunate to work with actors who like our scripts and treat them seriously.”

Paul Giamatti as Miles and Thomas Haden Church as Jack in Sideways

Paul Giamatti as Miles and Thomas Haden Church as Jack in Sideways

Payne and Taylor have known one another for thirteen years, first as film school roommates and as writing partners soon thereafter. They live on opposite coasts now, Payne in Los Angeles and Taylor in New York, but they continue to work the old-fashioned way, writing together in the same room (sometimes in a rented cabin in upstate New York) rather than sending pages back and forth via email. They’ve done a couple of gun-for-hire studio rewrites, including a draft of Jurassic Park 3 that they received screen credit for, but which was not used, and an uncredited rewrite on Meet the Parents.

They insist their films were never really political, even though their first one, Citizen Ruth, lampooned the abortion debate with great comic effect, and Election seems like the perfect satire of the 2000 presidential election, even though the movie was made well before it.

For their two most recent films, however, Payne and Taylor have dropped the politics and gone for something more personal and universal. If About Schmidt was their examination of what it’s like to be an old man in America, then maybe Sideways is their midlife crisis film. Not that they would ever call it that. Both men say that when they’re writing, questions of theme and subtext never enter their minds.

Laura Dern as Ruth Stoops in Citizen Ruth

Laura Dern as Ruth Stoops in Citizen Ruth

“If we’re interested in a piece of material, themes just emerge of their own accord,” says Payne. “I’m actually curious to find out what the themes are. The other thing is that sometimes you have to make something in order to know why you wanted to make it—it’s not like you had it all figured out in advance. I just like the stories and the characters, which is not to discount theme. Also, I feel there are many themes going on in anything that’s interesting.

“A lot of writing instructors want you to state your theme clearly from the get-go, but I feel that trying to state the themes will diminish them. Kurosawa used to say, ‘If I could tell you the theme of the film, I wouldn’t have had to make the film.’”

“We never thought of ourselves as being political in the first place, so it doesn’t feel like a departure,” adds Taylor. “But it is true that both those first two movies had a major political angle to them. We were just interested in the characters and what they were doing, rather than making some kind of political statement.” Payne concludes, “In this day and age, we have to have cinema that is, if not political, then human, to counteract the inhumanity of so much governmental and corporate policy, including other films whose messages are only, ‘We need your $10.’

“We have to work hard to restore humanity to film, and to make films about Americans. That’s really important, now more than ever, not to do bullshit movies.”

This article first appeared in Creative Screenwriting Volume 11, #5, 2004

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A Look Back on Sideways

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