Reviewed by Ethan Alter

Independent auteur Alexander Payne turns his attention from the Midwestern settings of ABOUT SCHMIDT (2002), ELECTION (1999) and CITIZEN RUTH (1996) to sunny California in this wry, observant buddy comedy. The buddies are cynical, would-be writer Miles (Paul Giamatti) and Jack (Thomas Haden Church), a has-been TV actor. At first glance, they couldn't appear more different: Jack is handsome and outgoing, while Miles is a shy, lumpen introvert. But their friendship has survived everything from disappointing careers to Miles' failed marriage. Now Jack is about to take the plunge with the daughter of a wealthy real-estate magnate and Miles proposes a weeklong vacation in wine country before the big day. A longtime oenophile, Miles pictures them golfing, relaxing and drinking wine. Jack soon reveals that he has his own agenda: He wants to enjoy a wild fling before settling into married life. In the spirit of friendship, Jack is also determined to find Miles a girl who'll shake him out of the funk he's been in since his divorce. So on the second day of their grand adventure, Jack arranges a double date with Stephanie (Sandra Oh), a local wine pourer, and Maya (Virginia Madsen), a pretty waitress who works at Miles' favorite restaurant. While Jack and Stephanie leap into bed right away, Miles is more tentative in his pursuit of Maya, who has her own relationship demons. As the week progresses, Jack spends more and more time with Stephanie and even talks (to Miles, at least) about ditching his fiancée to be with her. Meanwhile, Miles struggles to sort out his feelings for Maya and wrestle the crushing depression that's plagued him for the past two years. At their most basic level, all of Payne's films have been studies of human behavior and this is no exception. But where ABOUT SCHMIDT painted its characters in broad, somewhat condescending strokes, these people are richer and more complex. The script, written by Payne and his collaborator Jim Taylor, is filled with quietly illuminating moments that ring very true. It helps that the movie has been perfectly cast. Giamatti has made a career out of playing guys like Miles, and it's to his credit that he keeps finding new dimensions to gloomy shlubs. Madsen and Oh also do excellent work, while Church's dim-witted Jack steals almost every scene he's in. This is easily Payne's funniest film to date, yet the comedy never undercuts the difficult emotions with which the characters are dealing. By the time they come to the end of the road, you know them intimately and are a little sorry to see them go.