The man who adapted a novel into the acclaimed "About Schmidt" two years ago is back. Director and screenwriter Alexander Payne now adapts Rex Pickett's novel for "Sideways," starring Paul Giamatti ("American Splendor") and Thomas Haden Church (TV's "Wings" and "Ned & Stacy").

Certainly, this middle-aged on-the-road flick should earn more accolades for Payne and his cast.

Set in California wine country, Miles Raymond (Giamatti) is a schoolteacher trying to secure a publisher for his comedically (tragically?) long-winded and convoluted novel. He's also been divorced for two years, at which time his social life came to an abrupt halt.

Meanwhile, Jack (Church) is a fading soap opera actor now doing commercials. An inveterate womanizer, he's about to get married and he and Miles -- his best man -- take a drive up to wine country for a boys' week out just before the wedding.

Miles envisions a week of fine dining, visits to wineries and some great pal-ing around. Jack, instead, plans to sow his final oats and makes it another goal of the weekend to get Miles into the sack with a woman for the first time in a long time.

Miles, a reserved, uncertain man, is definitely unsure about both of these goals, but Jack won't be denied.

There are tasty dinners and lots of wine, and Jack slowly starts to learn a little about the world of wine, especially once he meets sexy winery staffer Stephanie (Sandra Oh). At the same time Jack can tell that Miles and a local waitress Maya (Virginia Madsen) would hit it off. So the double dates begin.

But can Miles make a commitment? Can he get over his ex-wife? Can he have casual sex with no strings attached? Can Jack sow his oats without undermining his impending marriage, can he have casual sex with no strings attached?

These questions lead, of course, to soul searching and arguments, but also to some fabulously funny moments and some great predicaments. If this sounds like a sappy film, it is ... in some segments. But it's also wonderfully witty and smart and straddles genres deftly and is one of the best films of the year, thanks in large part to the performances of the four principles.

And it will make you very thirsty, so head to the nearest bar and order anything but a Merlot (oblique film reference, which you'll enjoy once you see the film!).

"Sideways" opens Friday, Nov. 12 at Landmark's Oriental Theatre.