This is one of the most amusing and well-written independent pictures I've seen in a while. "Sideways" is director Alexander Payne's return project for the big screen after "Election" and the highly acclaimed "About Schmidt."

Based on the novel my Rex Pickett, "Sideways" is about Miles Raymond and Jack, two long time friends looking to spend a bachelors' week in the wine country of California before Jack ties the knot the coming weekend.

Miles, played by an enthusiastic Paul Giamatti (Private Parts, American Splendor) in a romantic lead, is a recently divorced struggling novelist who tends to revel in his depression. Jack, played by Thomas Hayden Church (TV's Wings), is a once famous daytime soap actor now limited to commericals and voiceovers.

While on their last week of bachelor buddy-dom, Miles and Jack encounter a couple females, one of which Miles is already acquainted with, Maya. Jack falls for the other girl, Stephanie, and quickly begins to have doubts about his upcoming marriage.

Both men use the week to struggle past the dark corners of their personalities and learn something about themselves.

I know that sounds boring, and to be honest, I was kind of expecting it to be, even though I really wanted to see it and support Paul Giamatti in a romantic lead. However, Payne managed to sneak in several very hilarious sequences within the very human storyline and dialogue scenes.

"Sideways" was hilariously about two real guys with real problems, both centering on commitment, one afraid to make one, the other crushed by the women he did.

Giamatti is purely awesome in this role. His sense of timing and forethought within each scene was amazing, truly showing he can handle a highly complex character. During scenes where he must suffer the news that his ex-wife was recently remarried and finding out in Act Three that she is now pregnant, Giamatti gives his greatest Academy Award caliber performance to date.

Church finally has taken a role, which undermines pretty much everything else I've seen him in. For years, during his run with "Wings," he was being type cast as a dullard in nearly everything outside of that show. This role shows he has range and the ability to put a character together. His comedic timing is great in "Sidewaysm" and his consistency shows his true acting ability.

Other fun performances came from the very sexy Virginia Madsen as Maya, whose career has lived in straight to video releases since "The Rainmaker" left theaters in 1997. In "Sideways," her Maya, her divorcee, was bright, sophistocated, sexy and very, very believable, one of the best pictures and performances I've seen her do.

As Stephanie, Sandra Oh (Under the Tuscan Sun) has several greats moments, especially when she beats the shit out of Chruch towards the end of Act Two.

The last memorable performance I dug was from Marylousie Burke who has a career of bit parts in pictures like "Jeffery," "Meet Joe Black" and "One True Thing." This time, she plays Miles mother for one sequence when he and Jak stop to wish her a happy birthday. Her character was somewhat sad, having lost the love of her children, eager to get them all in the same room on her special day. The scenes between her and her son are awkward, but her take on Miles' mom was quirky and very memorable.

The greatest strength of this picture is the casting. Every part found the perfect "working" actor, and not STARS. Payne's decision making showed integrity for protecting the material.

However, "Sideways" runs just over two hours and feels long in its "thinking" sequencesm but the comedy sequences are well worth waiting for. The situational comedy of the film overall is a huge plus.

You won't find "Sideways" playing in many theaters, but if you do…check it out. It should give you a laugh

Benn - Where's the Humanity?