Maybe it's because the two nearly middle-aged losers on Sideways' road trip are so well drawn and sympathetic. Or maybe it's because they're identifiable. Friends since college, the characters played by Paul Giamatti and Thomas Haden Church, are like a lot of guys, dealing with aging by becoming increasingly insular and bitter or by ignoring the signs. Giamatti is the doubting loser, a divorced failed novelist who hates himself, as well as anyone who thinks success is achievable. In other words, he's those of us who watch a Coors Light commercial with its twins and militant insistence that the more strenuously you talk about chicks the straighter you must be and thinks, "What kind of asshole falls for this shit?"

Church does. He believes, in a vaguely new-agey way, in the power of positive thinking and the power of twins. To do otherwise would be to acknowledge his own mortality and failure. They are opposites drawn together by loneliness and their inability, in different ways, to connect with anyone else.

Giamatti gives the Central California wine tasting trip to his soon-to-be-wed former actor friend Church as a gift. It's not a gift really, unless you also count the time I gave Mrs. Filthy a Sports Illustrated Football Helmet Phone for her birthday. That subscription freebie was incidental to my enjoyment of the swimsuit issue. But Giamatti is a guy who doesn't even understand or care that his friend isn't into wine like he is; he's taking him because it's where he wants to go.

As it turns out, that phone was one of the stupidest fucking things I ever got, right up there with this sport drink that turned my pee blue (and that was its selling point). Who wants to strap on a helmet every time a telemarketer calls?

Once in Central California, Church ignores the wisdom Giamatti offers about wine, and chases any girl who doesn't run too fast. Giamatti doesn't want any part of the carousing, mostly because he thinks it will lead to more rejection, but he pretends he's morally repulsed. Still, Church drags him into the screw-scheme by connecting him to a wine-loving waitress (Virginia Madsen) he's been sweet on for years. Meanwhile, Church connects with a crunchy granola wine pourer (Sandra Oh), fucking her frequently and failing to mention he's getting married in a few days.

You can figure out the conflict from there. By letting Church lie, Giamatti risks his evolving and deeper relationship with Madsen. This is the first time he's come out of his shell since his divorce, and his shallow pal screwed it up with his shallow pursuit of tail. Meanwhile, Church simply skates on his positive thinking, escaping any serious trauma beyond a broken nose. That's really the only way he can be hurt, because he's emotionally a three-year old.

So, what Sideways is about is two losers who aren't exactly likable making unlikable decisions. Still, it works because director Alexander Payne and the writers (Payne, Jim Taylor and novelist Rex Pickett) like them and actually care what happens. They aren't pinball characters bouncing around off the bumpers of the plot.

Like in Payne's previous movies (Election, About Schmidt and Citizen Ruth - all pretty fucking good, by the way), he takes on a loser and tells his story with reverence and distance. As a sadsack, I'd love just for once not to be the butt of a joke. So, Mr. Payne, if you have some time, maybe you can come by the Arvada Tavern one night and work a little of your magic.

The punchlines of the movie are broad and physical, like getting beaten with a motorcycle helmet and having to steal the wallet from a house where Church was previously chased by an angry husband. They're funny, though, because of the characters and the jumble of believable bad decisions that lead to them. Same goes for scenes of genuine sadness, such as Giamatti drinking his best bottle of wine alone, and with onion rings. Nothing says "I give up" more, except that time my neighbor tried to give me his entire collection of watersports porn while crying, and they later found him with his head in the oven. He didn't die, but he burned off all his hair and now his lip has an imprint of the heating element on it. Oh, and he asked for the videos back. Asshole.

Payne pays attention to the details that define these characters. Giamatti drives an older Saab convertible, and it implies that when new he was a more carefree and confident guy. But 15 years on, he has the same car and the impression is different. He likes fast food and porn, but feels right at home drinking fine wine with it. Church is a once famous actor but the person he wants to be his Best Man is his college freshman roommate. He can't make deep commitments, and he can honestly say he's in love with a girl only hours before bedding a different one. Jerks, sure, but interesting enough to spend a couple hours with. A couple weeks would suck.

Sideways perfectly captures the upscale kitsch of Solvang and Buellton in Central California. These are the places for suckers with too much money for the Mystery Spot and Haunted Forests. Solvang pretends to be a transplanted Dutch town, complete with fake windmills and ridiculously-themed hotels and restaurants giving a "quaint" experience to the same people who call Las Vegas "classy." The movie doesn't do much else visually. There are lots of trite shots that might as well be off the covers of mid-level winery brochures, and most of the sun-drenched settings feel a little dreary.

What's not clear is why Madsen falls for Giamatti. I learned the hard way that acting pathetic, as he does, is less sexy than catching your dick in your zipper. Well, I have more experience with the dick thing, but I'm an expert about both. I've never seen a Beetle Convertible with a bumper sticker that says "Tight Butts and Self-Loathing Drive Me Nuts!"

Considering how important Madsen is to the story, I'd have liked to see more meat on her bones. I don't mean literally, although plus-sized models are fucking hot. I mean, she seems to be less of a real, organic person whose life extends beyond the boundaries of this story than the boys. She falls too easily, and is too tailored to fit Giamatti's needs.