Like the grapes that grow in the sun-soaked California vineyards so admired by its hero, “Sideways” is a slow developer. Moment builds on moment so fluidly and tastefully that by the end it’s surprising how much comedy and pathos Alexander Payne has gotten from such meager ingredients. The last pre-wedding fandango with the groom and his best man is a formula that normally yields a rank vintage, but in Payne’s skillful hands the story of Miles and Jack’s excellent adventure transforms into an uplifting comedy totally devoid of schmaltzy life lessons.

Payne’s special gift is for playing loud comic moments in the minor keys of realism. He has mastered a disciplined style that equalizes the prosaic and the absurd. Matthew Broderick’s high school teacher in “Election” was carefully constructed with behavioral jokes and perfect props—the slow unfurling of his hygeine, his midget of a car—so that the coup de grace, the bee-sting, comes across as a natural stage in his character’s evolution rather than the bald, morality-play device it really is. The running joke in “About Schmidt”, Schmidt’s letters to the African boy, dissolves in the chemistry of the hero until it’s as mundane as the R.V. he drives across the country. Similarly, in “Sideways”, Payne subdues the crazier moments, such as Jack’s encounter with a jealous husband, the car accident, and Miles’s wine tasting fiasco, so that the comedy never spikes and overwhelms the characters. Every moment in the plot is subservient to the friendship between Miles and Jack.

Much of the film’s greatness lies in Payne’s unwillingness to indulge in punchlines. There are a number of smart holes in the comedy’s fabric. Miles decides to nap in the middle of the day and falls asleep watching golf on TV. Payne shows us Miles’ point of view from the bed, but the scene just fades out. There is no joke in this, no amusing “Fletch”-like daydream or TV personality to emphasize Miles’s loneliness. Payne sometimes uses these omissions to disrupt our expectations in other ways. A raggedy Miles gets drunk waiting for his love interest, Maya, but Payne again fades out on Miles staggering home to the hotel. No pratfalls or slurred speeches to embarrassed patrons in the bar. Later, however, in the middle of a wine-tasting trip, Miles bugs out after unexpectedly finding out his book will not be published and dumps a spit bucket over his head. It’s not such a great surprise—we know Miles has a history of making scenes—but Payne’s timing is joyously askew. And that timing never calls attention to itself; Payne’s signature style stays away from facile quirkiness.

The fact that Payne has used novels as sources for his last three films is a clue to understanding his talent. He is possibly the most literary-minded director making films today. “Sideways” even plays out like a book, with days of the week functioning as chapters. The sure patience in his own deadpan rhythm belongs to the page rather than the screen. His movies feel like the aesthetics of filmmaking have been adapted to suit the printed word, and not vice versa. “Sideways” is his best film in this regard. He knows how to find the essence of scenes in meticulous details rather than the surge of plot, as in the virtuoso filming of the dinner scene in which body language replaces dialogue to express the mood of Miles’s inner turmoil. Payne also knows how to truncate important sequences at their true emotional peak, short-story style, as with the movie’s wordless ending. The scenes don’t rattle together like links in a chain but flow together beautifully and with a seamless narrative tone, a unity he has tightened significantly since the occasionally uneven “Election”. He always eschews the cinematic equivalent of the rim-shot, giving his jokes a glowing freshness.

In Paul Giamatti, Payne has the perfect man to fill out his Miles, a man constantly, achingly on the verge of a nervous breakthrough. In some ways, Miles is cut from the same cloth as Giamatti’s unforgettable Harvey Pekar in “American Splendor”. Both locate their dignity in a protective dyspepsia, but whereas Pekar grumbles almost incessantly, Miles seems to have passed the low point on his misanthropy graph. He’s on the upswing, and Giamatti absolutely nails Miles’s transition from leaden disappointment in life to a tentative attempt to rejoin the game. The beauty of the performance is that Giamatti obviously understood that the character isn’t searching for knowledge but courage. Watching him screw up the nerve to kiss Maya, or do a double-take when she speaks knowledgeably about wine, Giamatti allows the audience access to the character’s heart even as they laugh at his foibles. His most memorable moment—the one that ought to be shown when he’s nominated for an Oscar—is when he finds out that his ex-wife, Christine, is pregnant. Payne just lets the camera hold on Giamatti’s face as Miles summons every ounce of strength he has left not to melt into a pathetic deluge of tears. Heartbreak has rarely been played better.

As much as Miles dominates the emotional core of “Sideways”, the movie’s comic propulsion is courtesy of Thomas Haden Church as his alpha-male pal Jack. Payne has a good deal of fun with this “Odd Couple”-ish pair, but once again the dynamic between them is anything but a cliché. The friction between them works so amusingly because Jack is anything but a bloated caricature of an aging C-list Hollywood actor. These two may be oil and water, but they’re not thrown together, sit-com style. They share a deep bond. If it was easy for Payne to get laughs from contrasting Miles’s stuffiness with Jack’s freewheeling vulgarity (“Dude, how’d you like to feel her hot box sliding down your Johnson?”), there are a clutch of rewarding details that portion out some of the dignity and intelligence between the two men.

For example, Jack seems to show characteristic insensitivity by waiting until they arrive in one of the vineyards to tell Miles that Christine has re-married. As Miles’s face turns to ash, Jack explains that he waited because the vineyard would be the best place to soften the blow. At first it seems like a glaring miscalculation, but after Miles goes berserk and tears off into the vineyard, he finds calmness by gently palpating a sprig of grapes—exactly the soothing effect Jack knew the vineyard would provide. Jack, moreover, isn’t nearly as shallow and idiotic as he appears at times. He doesn’t know wine from turpentine but he susses out Maya’s trick with the wedding ring (“I saw her later...sans rock!” he crows to Miles in hilarious dude-French). He can’t recognize Bukowski but he knows John Kennedy Toole. Though Jack is unquestionably meant to play the fool to Miles’s straight man, Church found a vein of genuine feeling at the heart of Jack’s loutishness, and that, almost as much as Giamatti’s work, gives “Sideways” its unique warmth.

When Jack tells Miles “I went deep last night. Deep!”, Church imbues the character with an unexpected insight into himself. For most films the joke would stop at “deep”, as we’re fairly sure Jack has the depth of a wading pool. But Payne turns that around on us so that Jack’s use of the word “deep” loses its irony: Jack is not speaking as an ignoramus but a man who knows his shallowness well. He is what he is, and his struggle toward his better self ennobles him as it would anyone else. Somehow, when he weeps and moans at the thought of losing Christine, the complicated truth emerges that he is both sincerely terrified and manipulating his friend for help. Church ought to get an Oscar nod as surely as Giamatti.

The range of the two leads, played so brilliantly by Giamatti and Church, epitomize what is so moving and funny about “Sideways”. By rights this should be a dumb yukfest about a lovable loser and his outgoing buddy aimed at a “Maxim”-reading crowd of males in the magic demographic, perhaps a Tom Hanks-Robin Williams vehicle in their early careers (Hanks’s “Bachelor Party” comes to mind). But by diving in and exploring that range fully, the actors surfaced with one of the sharpest, most pleasantly realistic films in recent memory. With its bucolic meanderings through the blessed brightness of California’s wine country, shot in beguiling natural light with understated brio, “Sideways” strikes an astonishing balance between comedy and deep emotion. Payne made a movie full of the very stuff of life, easily one of the best films of the year.