Sideways. Dir. Alexander Payne. Perf. Paul Giamatti, Thomas Haden Church, Virginia Madsen, Sandra Oh.
Fox Searchlight, 2004.
In a moment that we are meant to take as a sign that its protagonist has hit rock bottom, Sideways
(2004) puts failed novelist and wine snob Miles (Paul Giamatti) on all fours outside a bedroom in a slovenly,
bombed-out looking tract home; there, he watches with surprise and horror as an overweight, tattooed, working-class
couple passionately fuck, the man taking intense pleasure in his wife's recounting of how she had seduced another
man. There is much to say about this primal scene of class abjection, but I will start by noting that it echoes the
inaugural scene of Alexander Payne's cinematic oeuvre. His 1996 debut film, Citizen Ruth (which,
like all of Payne's films, was co-written with Jim Taylor), opened by similarly positioning the spectator outside
the filthy bedroom of a white-trash couple, their tattered mattress surrounded by empty 40-oz. malt liquor bottles,
as the title character (Laura Dern), an aficionado of inhalants, endures joyless intercourse with her soon-to-be
ex-boyfriend. One might trace the trajectory of Payne's career by noting that where the scene from his latest
film--which is also his best received--provides us with an on-screen delegate, whose discerning middle-class gaze we
are meant to share, the opening sequence of Ruth does not align our perspective on its delinquent
working-class protagonist with any reassuring spectatorial stand-in. One might also note that the abjected couple in
Sideways seems to be having a much better time--and that it is now the middle-class voyeur who has the
chemical addiction. All of these developments point to the complicated, ambivalent rhetoric of class that Payne has
developed over the course of his films, a rhetoric that takes a new turn in his latest, Oscar-winning release.
That Payne's cinema is centrally about class is clear--or at least would be clear to any culture that did
not struggle mightily to repress this fundamental condition of social life. The subversive frisson of
Citizen Ruth comes as much from its protagonist's unrepentant resistance to standards of
middle-class dignity (indeed, even her choice of intoxicant makes trucker speed look chic) as from the film's
allegedly irreverent take on the abortion debate. Meanwhile, the comically
monstrous ambition of Election's (1999) Tracy Flick (Reese Witherspoon) is identified as the product of
a shrill class ressentiment instilled in Tracy by her stewardess-turned-paralegal mother. The impending
tragedy that retired insurance actuary Warren Schmidt (Jack Nicholson) attempts to avert in About
Schmidt (2002) is the upcoming wedding of his daughter Jeannie (Hope Davis) to Randall (Dermot Mulroney), a
handlebar mustachioed, mulleted doofus whose family resides in lower-middle-class squalor on a street where
shirtless men blithely toss their garbage onto the lawn.
Yet the class condescension of these films is complicated by their portrayals of middle-class
characters. Ruth finds a way to valorize its title character by critiquing the instrumentalist handling
of her situation by anti- and pro-choice advocates--a process that discourages the audience from having a similarly
reductive relationship to her. Similarly, in Election we see Tracy largely through the eyes of high
school teacher Mr. McAllister (Matthew Broderick), whose annoyance at her relentless striving is mixed with a barely
sublimated desire for her and resentment at his own station in life; any disdain for Tracy we might share with him
is thus called into question. The audience is forced to adopt an equally dubious perspective in
Schmidt, as we are privy only to the information available to its solipsistic and emotionally
self-deluding title character. As a result, we are led to recognize that his dismay at his daughter's choice of
partner seems to be as much the product of his disconnection from Jeannie (and from virtually everyone else) as that of
Randall's apparent unsuitability. Our understanding of Randall and of his dissolute post-hippie family, we come to
feel, may be constrained by Schmidt's insistently blinkered viewpoint.
In its treatment of its middle-class protagonist, Sideways is of a piece with Payne's other films.
While we are asked to share Miles's outlook on the events of the film--for example, we sneer along with him
at Frass Canyon, a theme-park-like winery that aggressively markets itself to tour buses of senior
citizens--Sideways also goes out of its way to problematize any easy identification with his position.
Not only are we introduced to Miles as he awakens groggily at midday from a night of "wine tasting," but we also
watch him steal money from his mother in order to fund his weeklong bachelor vacation with his old college buddy
Jack (Thomas Haden Church), a soon-to-be-married, has-been television actor. And, as is often the case in Payne's
films, both the characters' middle-class self-regard and the film's critique of it are signified through
relations of taste. While Miles's love of wine is never shown to be anything less than genuine, it also performs a
compensatory function for a man who likes to think of himself as a Robbe-Grillet-style novelist and yet must teach
eighth-grade English. Sideways also implies that Miles has a drinking problem, for which his oenophilia
is a cover. Yet the film is also attuned to ways in which taste is only weakly correlated
with class position and with monetary wealth. Although Jack is more successful than Miles, his palate and
his appetites are exuberantly undiscriminating. Payne's casting choices here serve as an allegory of this opposition
in middle-class taste cultures: Giamatti is an independent film star, last seen as Harvey Pekar in the brilliant and
critically heralded American Splendor (2003), while Church was last seen on cable reruns of
Wings, a mediocre but successful sitcom.
Which brings us to the film's positioning of itself in American film taste culture. While there was no way
to know that Sideways would be as lauded as it has been, it is clear that Payne pursued a
crowd-pleasing strategy here; he has crafted a film that is gentle and even uplifting in comparison to his previous
outings, films marked by their ruthless and even misanthropic humor and by their refusal of happy endings. In
contrast to the sharply drawn caricatures of Ruth's anti-abortion zealots or Election's
Tracy Flick, with her cartoonishly clenched jaw, Sideways's characters are three-dimensional
figures whose failings are softened--just as their features are softened by the cinematography's frequent habit of
bathing them in sun-dappled
light. One might even argue that the piano-tinkling of the film's score during travel-porn wine country montages and
the glossily lit dinner where Miles, Jack, Maya (Virginia Madsen), and
Stephanie (Sandra Oh) meet up threatens to turn Sideways into the cinematic equivalent of a trip to
Frass Canyon. This tendency is confirmed by the film's feel-good ending, in which the beautiful, blonde, and
wine-loving Maya phones Miles to tell him that she loved his novel--a scene wherein Miles's cultural capital and
romantic appeal are simultaneously affirmed in a way that no Payne protagonist had hitherto experienced.
Of course, Payne is too wary of unmitigated sentiment to show Maya welcoming Miles back into her arms; the
film closes on a shot of Miles knocking on her door and cuts to the credits before she answers. In fact, one senses
often in the film that Payne is aware of and playing with Sideways's aggressively middlebrow aesthetics.
For example, consider those montages of the wine country outings: their use of split screens appears so superfluous
as to be parodic (especially when the separate screens are showing precisely the same image). Furthermore, the
beauty of those fields of grapes is frequently undercut by the ensuing shots of, say, Miles and Jack walking from
their hotel to dinner, trodding down a highway access road prosaically lined with car dealerships. As many critics
have noted, one of Payne's strengths as a filmmaker is his eye for the banal, defiantly uncinematic detail: the
slate-grey skies framing Omaha's barren, non-descript landscapes in Ruth; the grim, fluorescently lit,
low ceilinged interiors of Election's George Washington Carver High; the Hummel figurines adorning the
brightly appointed yet mausoleum-like family home in Schmidt; to which we might now add the laminated
menus of Sideways's mid-range eateries. So while Sideways may frequently give in to the
canned lyricism of its romantic fantasies, its placement of these scenes alongside the more
mundane trappings of the characters' lives provides a salutary clarifying effect, one that also, it should be noted,
supports Payne's grander filmmaking ambitions. For Payne has often been described--and often describes himself--as a 1970s-style auteur, and
Sideways's quotidian realism, its self-consciously deployed split screens, and its long, slow
dissolves--straight out of Hal Ashby's The Last Detail (1973)--all demonstrate his active engagement
with this tradition. In interviews, Payne has emphasized this connection: "I want to live in a Hollywood where
Hollywood is making auteurist cinema again, like they did in the 1970s," he told the Miami Herald,
"where we can have smaller, personal and more human films again" (Rodriguez). Film critics have largely assented to
this affiliation: Esquire has called him "the next Scorsese" and "the Scorsese of Omaha," and the
Hollywood Reporter's review of Sideways is typical in its characterization of the film as
having "subtle overtones of the great character movies of the 1970s" (Honeycutt). This association with 1970s
auteurism has been consecrated by no less an icon of the period than Jack Nicholson, who said in the New York
Times Sunday Magazine, "Alexander is a real throwback to the kinds of filmmakers I started with" (Hodgman
It is worth comparing Payne's films to those that Jack Nicholson started out in--or at least, those he
started to become famous in: Easy Rider (1969) and Five Easy Pieces (1970). The former is
the tale of two hippies driving across the U.S. "looking for America" that ends with the motiveless killing of its
countercultural anti-heroes at the hands of ignorant, prejudiced, southern working-class men. Five Easy
Pieces, in turn, is about the disaffected son of a family of classical musicians who "drops out" to work on
an oilrig, only to abandon this blue-collar life when it threatens to restrict his liberty. Both films offer
protagonists who challenge viewer identification as much as they court it, and feature what was then thought to be
an unprecedented realism, portraying details of American life that had hitherto not been represented on screen. But
in spite of their countercultural urge to undermine middle-class authority, both films also depict their working
class characters as either unthinking traditionalists (Five Easy Pieces) or murderous thugs (Easy
Rider), and thus ultimately work, as I have argued elsewhere (see Nystrom), to recover and reaffirm a certain brand of
middle-class subjectivity. In the case of Five Easy Pieces, the protagonist is able to escape his
adopted working class life only by drawing on his previously disavowed cultural capital; this development is echoed
by the film's own formal organization, which trades on the gritty realism of its blue-collar settings and story
elements while representing them through art-cinema strategies that signify the filmmakers' cultural distinction.
I want to argue that we can detect this bad faith--and a concomitant demonizing of the working class--in
Sideways as well. Let us return to the scene with which this essay begins: the reason Miles is on
knees outside the couple's bedroom is because he is trying to retrieve Jack's wallet. Earlier that evening, Jack had
picked up the woman, a waitress, who is now describing the affair for her husband while they make love. Miles must
retrieve this wallet because it contains the wedding rings for Jack and his fiancée. At this late point in
the film, Jack's impending marriage has been exposed as a sham, entered into because his fiancée's father
will bring him into the lucrative family business. Yet rather than reject Jack's nakedly disingenuous
protestations that his fiancée is the most important thing in his life (Church does some excellent bad acting
here), Miles agrees to retrieve the wallet and thus enable his friend's mercenary bourgeois wedding. And just as
Miles forgives his friend, so does the film: Jack's wedding goes off without a hitch and serves mainly as an
occasion for the exchange of knowing smiles between Miles and Jack. However critical Sideways is of its
middle-class protagonists' self-delusions and ethical lapses, both men get the reward that they had been seeking:
Jack gets laid and his bride's family business, while Miles gets a beautiful woman to read his novel and drink
wine with him.
The working-class characters, on the other hand, are there to remind us of the sinkhole of tastelessness
that both men are lucky to escape--literally in the bedroom scene, since the startled (and still naked) husband
chases Miles into the street after he grabs Jack's wallet. But perhaps the most telling moment of this scene is not
Miles's and Jack's close call with blue-collar retribution, but what Miles sees as he looks over the disheveled
bedroom of the copulating couple, searching for his friend's wallet: his (and our) eyes pass over a television in
the background tuned to an image of George W. Bush and Donald Rumsfeld. The juxtaposition of this image with that
of the couple's spirited lovemaking generates an easy laugh, but it also makes one wonder if, as an email letter
writer to Salon's Charles Taylor observed, the scene is thus meant to be "about the overweight,
slovenly, working-class citizens of 'Bush's America' (not the thoughtful, cultured expatriates-at-heart)" (qtd. in
Here we should recall that the auteurist films of the early 1970s that Payne and his admirers ritually
name-check needed to grapple with the critiques of the professional-managerial class leveled by the New Left and the
counterculture, which thus explained their characters' (and the films' own) difficult negotiations of their
middle-class heritage. At our current historical moment, however, the only sustained critique of middle-class power
and privilege comes not from the left, but from the right. Unable to face up to the very real class contradictions
of professional and managerial labor, the left has allowed the conservative movement to be the only political force
articulating a coherent critique of this labor, one that seizes upon the genuine class antagonism generated by the
prerogatives of expert knowledge and then reroutes and mobilizes this antagonism in support of a political program
of anti-statist deregulation. In this context, one can read Miles's depressive defeatism as a sign of
blue-state intellectual self-loathing and this scene as one in which he looks on in dismay at a working class
perversely won over to Bush's vision of America.
Except that this couple does not seem to be practicing traditional family values. And here we can
perceive the antinomial impulse at work in Payne's rhetoric of class. Part of the sequence's comedy comes from the
fact that the couple's home--described by Kim Morgan as a "trashed-out abode . . . that looks like it was ransacked
during a visit by TV's Cops"--has prepared the audience for a scene of domestic violence; our laughter
is informed by our surprise and relief that the husband's response to his wife's infidelity is not patriarchal rage
but broadminded pleasure in non-monogamous relations. In this light, it seems
that any reductive connection between the couple and Bush's cultural politics would be ill-advised.
Charles Taylor argues, however, that we cannot read this scene as Payne's humanistic portrayal of "the
sexual openness of [the couple's] marriage," because "for that reading to work you'd . . . have to get close to
them, which is exactly what Payne, repelled by their fat, will not do." But this is precisely what Payne
does do: he gets close to them, his camera lingering on their gleefully writhing bodies. I'd like to
compare this gaze, which I take to be both fascinated and repulsed, with that on another scene of
intense pleasure from Payne's work. I am referring to the moment in Citizen Ruth when we first watch
Ruth Stoops huff some patio sealant. As she places the inhalant-filled paper bag over her mouth and takes in a big,
deep breath, we cut to a long close-up of her eyes, which even as they redden and tear up are wide open in desperate
and seemingly real exhilaration. Payne might be disgusted by experiences of pleasure that exceed all bounds of
"good" taste, but he is also deeply compelled by them. For this reason, I am left wishing that Sideways had ended not with Miles's return to Maya's
doorstep, but with the scene that comes just a few moments earlier. There, we see Miles eating a burger in a fast food
restaurant and drinking out of a styrofoam cup. We learn that he is filling that cup from his long-hoarded bottle of
1961 Cheval Blanc, a rare and precious vintage. The film plays this moment as a bittersweet acceptance of failure:
Miles has learned that his ex-wife has not only remarried but is pregnant, and his consumption of the wine can be
construed as his acknowledgment that there are no significant achievements or pleasures left for him.
But what if we were to read this moment differently? What if we were to note that it is a moment where Miles
enjoys his rarified pleasures, but without any outer significations of class distinction? After all, sneaking sips
of an alcoholic beverage in a fast food joint erases the line between wine-lover and wino. Furthermore, his fellow
pleasure-seekers are probably a few steps down the socioeconomic ladder even from those who like to take a day trip
to Frass Canyon. And they are all, Miles included, guiltlessly eating food that tends to produce the kinds of bodies
we recently saw being transported into erotic delight at the thought of non-normative marital arrangements. In
short, we might read the scene as one where Miles's specialized taste no longer separates him from
those with less cultural capital, but instead offers him a sensual pleasure that is simply one among many in the
room. Alexander Payne may have rooted us firmly in Miles's middle-class subjectivity and offered us a film that
ultimately gratifies his (and, as indie film spectators, our) longing for cultural distinction. But his contradictory fascination with the class valences of various pleasures may unwittingly
point to a logic of cultural distinction that does not travel up and down, but instead goes sideways.
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I would like to thank Ned Schantz for his conversations with me about Sideways, and for looking over an
earlier draft of this review.
1. Alexander Payne and Jim Taylor won the 2005 Oscar for Best Screenplay Adaptation.
2. With respect to the "abortion debate" narrative of Ruth, I agree
with those who object to its suggestion of moral equivalency between anti- and pro-choice forces as
dangerously wrongheaded (only one side of this conflict, after all, bombs the institutions and assassinates the
practitioners of the other).
3. Scott persuasively argues that the nearly unanimous critical praise granted to
the film is not unrelated to the fact that its hero is at heart a critic--one who not only gets the girl,
but also has his discerning taste reaffirmed by that girl.
4. This reading of the film is also informed by Jacobson's "Movie of the Moment"
essay in Film Comment.
5. I am indebted to my colleague Ned Schantz for pointing out this audience
6. It should be noted that Sideways is not, strictly speaking, an
independent film: it is a product of Fox Searchlight Studios, one of the "major indie" divisions of the traditional
studios that sprung up in the wake of Miramax's (brief) success as a division of Disney. Still, film critics
discussed it almost invariably as an example of independent filmmaking. For example, Dargis closed her New
York Times review by remarking that "since the late 1970s we have been under the spell of the blockbuster
imperative, with its infallible heroes and comic-book morality, a spell that independent film has done little to
break. In this light, the emergence of Mr. Payne into the front ranks of American filmmakers isn't just cause for
celebration; it's cause for hope."
Carson, Tom. "The Next Scorsese: Alexander Payne." Esquire Mar. 2000: 222.
Dargis, Manohla. "Popping the Cork for a Twist on a So-Called Life." Rev. of Sideways. Dir. Alexander
Payne. New York Times 16 Oct. 2004: B7.
Hochman, David. "The Scorsese of Omaha." Esquire Jan. 2003: 20.
Hodgman, John. "The Bard of Omaha." New York Times Sunday Magazine 8 Dec. 2002: 90.
Honeycutt, Kirk. Rev. of Sideways. Dir. Alexander Payne. Hollywood Reporter 12 Sept. 2004
Jacobson, Harlan. "Movie of the Moment." Film Comment 40:5 (Sept./ Oct. 2004): 24-27.
Morgan, Kim. "Rare Vintage: Sideways is Good to the Last Gulp." Rev. of Sideways. Dir.
Alexander Payne. LA Weekly 22 Oct. 2004. <http://www.laweekly.com/ink/04/48/film-morgan.php>.
Nystrom, Derek. "Hard Hats and Movie Brats: Auteurism and the Class Politics of the New Hollywood." Cinema
Journal 43.3 (Spring 2004): 18-41.
Rodriguez, Rene. "Just Like Fine Wine." Miami Herald 12 Nov. 1994 <http://www.miami.com/mld/miamiherald/entertainment/movies/10151926.htm>.
Scott, A.O. "The Most Overrated Film of the Year." New York Times 2 Jan. 2005: II:18.
Taylor, Charles. "2004: The Year in Movies." Slate 4 Jan. 2005 <