Alexander Payne had already impressed audiences with a high-school satire (Election) and a witty tale of an old man's voyage into retirement (About Schmidt), but it was this one - gently and intelligently picking apart the foibles of middle-age life - that blew the critics away and confirmed his status as an arthouse auteur to be reckoned with. The deceptively simple tale of two mismatched friends who take a weekend in the wine country is simply one of the best character studies you're ever going to see. It's got it all: laughs (try to keep a straight face as Paul Giamatti flees the fat naked man), sadness (the Pinot Noir speech is heartbreaking) and a wonderfully uplifting, surprising ending. And consider this - if this had been a studio film,
Paul Giamatti and Thomas Haden Church would have been bit-part players, instead of the leads (who might well have been George Clooney and Tom Hanks). For that fact alone, Sideways is worthy of its place in the top ten.