Archive
Hollywood Dispatch: On the set with Alexander Payne – A Rare, Intimate, Inside Look at Payne, His Process and the Making of ‘Sideways’
Hollywood Dispatch
Taking Alexander Payne up on his invitation to view the making of Sideways, his first movie made outside Nebraska, my America West early bird special from Omaha to Phoenix, Ariz. the Monday morning of Oct. 27 I have plenty of time to think. From Phoenix, I catch a commuter flight to Santa Barbara, Calif., the nearest city to the Sideways shoot and the start of wine country.
In this $17 million project lensed for Fox Searchlight Pictures that began filming Sept. 29 and wrapped Dec. 6, Payne is once again exploring the animus of dislocated characters running away from their problems and seeking cures for their pain.
Coming off About Schmidt, the 2002 hit that played more sad than funny for many viewers, but that garnered critical plaudits, a juried Cannes screening, a handful of Oscar nods and the biggest box-office take yet for any of his films – an estimated $106 million worldwide – one might expect Payne to lighten up a bit.
After all, his films have thus far fixed a withering satiric-ironic eye on human frailties.
Citizen Ruth, Election and About Schmidt heralded him as an original auteur, a considered observer and a strong voice in the emerging post-modern cinema.
One only has to recall: paint-sniffing Ruth Stoops, the unlikely poster girl for the embattled-exploitative abortion camps, in Citizen Ruth; student election-rigging teacher Jim McAllister acting out his frustrations against the blind ambition of student Tracy Flick in Election; or the existential crisis of Warren Schmidt, an older man undone and yet strangely liberated by his own feelings of failure inSchmidt, a funny film that still felt more like a requiem than a comedy.
While Sideways will never be confused with a Farrelly brothers film, it’s a departure for Payne in its familiar male-bonding structure, its few but priceless slapstick gags and its romantic, albeit dysfunctional, couplings. Its surface contours are that of a classic buddy movie, combined with the conventions of a road pic, yet Sideways still fits neatly within the Payne oeuvre as another story of misfit searchers.
In Sideways, the search revolves around two longtime California friends, the shallow Jack and the intellectual Miles, who ostensibly set off on a fun, weeklong wine-tasting tour in the verdant rolling coastal hills northwest of Santa Barbara. Their trip soon turns into something else, a walkabout, pilgrimage, forced march and purging all in one, as they confront some ugly truths about themselves en route. The buddy pairing is built on a classic opposites-attract formula.
If, as they say, casting is most of a film’s success, then Payne’s home free. After seriously considering filling the rich parts with mega-stars George Clooney (Jack) and Edward Norton (Miles), he went with “the best actors for the roles” and found perfect fits. Jack, played by Thomas Haden Church (best known for the 90s TV series Wings), is the dashing, skirt-chasing extrovert, a former soaps actor reduced to voice-over work. Now in his 40s, he’s about to be married for the first time, and this inveterate womanizer goes on the wine tour not to enjoy the grape but so he can go on one last fling.
As he tells his well-moneyed bride-to-be, “I need my space.”
Code words for philandering.
Miles, essayed by Paul Giamatti (American Splendor), is the smart, neurotic introvert – a failed writer unhappily stuck as a junior high English teacher and still obsessing over the ex-wife he cheated on. Miles concocts the tasting tour as much to indulge his own seemingly perfect passion for wine, which he still manages to corrupt with his excessive drinking, as to treat Jack to some final bachelor debauchery. When Jack announces his intention to get he and Miles laid, it’s clear that as much as the repressed Miles expresses dismay and outrage at Jack’s libidinous behavior, he lives vicariously through his friend. And as much as Jack is irritated by Miles’ depression, often on the verge of, as Jack says, “going to the dark side,” and by Miles’ warnings that he curb his unbridled sexual appetite, Jack understands his friend’s dilemma and appreciates his concern.
Eventually the two hook up with a pair of eager women whose presence upsets the balance in the buddies’ relationship and redirects the tour. Jack loses his mind over Stephanie, a hottie party girl of a wine pourer played by Sandra Oh, a darling of indie cinema. Longtime companions, Payne and Oh were married in January. Miles tentatively feels things out with Maya, a nurturing waitress and fellow wine buff portrayed by Virginia Madsen, a veteran of features and television.
In classic road picture fashion, the foursome traverse a string of wineries, diners, motels and assundry other stops on the highways and byways in and around Santa Barbara, Los Olivos, Solvang and Buellton. Along the way, relations heat up with the gals before a reckoning – or is it bad karma? – causes things to come crashing down on the guys. Each has his own cathartic rude awakening. A pathetic, repentant Jack goes through with the wedding. A wizened Miles, perhaps finally outgrowing Jack and exorcising his own demons, takes a hopeful detour at the end.
I was about to take my own detour.
During a brief layover in the Phoenix airport, where faux southwestern themes dominate inside and tantalizing glimpses of real-life mesas tease me outside, my fellow travelers and I are reminded of the raging California wildfires when flights to Monterey are postponed due to poor visibility. On the hop from Sun City to Santa Barbara, sheets of smoke roll below us and billowing plumes rise from ridges on the far horizon beyond us.
I’ve arranged for the Super Ride shuttle to take me to Solvang, the historic Danish community I’ll be staying in the next six nights. At the wheel of the Lincoln Town car is James, a former merchant mariner who describes the Marine Layer that drifts in from the Pacific, which along with moderate temps and transverse valleys, makes the area prime ground for its many vineyards.
We cut over onto U.S. 154 and then into Buellton, home of Anderson’s Split Pea Soup, passing an apple orchard and ostrich farm en route to the kitschy, friendly tourist trap of Solvang and its gingerbread architecture. Everything is Danish, except the Latino help. Michael Jackson’s Neverland ranch is nor far from here and I’m told the veiled pop star is a familiar sight in town. After settling into a low-rent motel where most of the crew stays, I unwind with a walk through the commercial district, ending on the outskirts of town, where a mini-park overlooks the Alisal River Course below and oak tree-studded hillsides beyond. The brushed, velvety blue-green hills resemble a Bouguereau painting of French wine country. All that’s missing are the peasant grape-pickers. Wildfire smoke filters a screen of sunlight across the hills, obscuring outlying ridge lines in a ragged gray silhouette.
After a Danish repast in the afternoon and a burger-malt combo at night, I make last minute preps in my room for tomorrow, my first day on the set.

It breaks a sun-baked Monday. As I soon learn, mornings start chilly, afternoons heat up and nights cool down again out here. On what becomes my daily ritual, I take a morning constitutional walk to the overlook.At 8:30, the publicist assigned to escort me, Erik Bright, arrives. He sports the cool, casual, hip vibe and ambitious animus of a Hollywood PR functionary, a sort of modern equivalent of the hungry press agent Tony Curtis plays in Sweet Smell of Success. He’s eager to please.We drive directly to the set, the location of which these first two days is the nearby River Course. Once parked, Bright commandeers a golf cart to transport us on set, where a semi-circle of crew and cast is arrayed on a fairway, not unlike painters considering subjects in a park. As we approached at a whisper, a take unfolded. After intoning “Cut” in a businesslike tone, Payne’s band of grips, gaffers, ADs and PAs busily attended to setting up the next take of this scene.Seeing me out of the corner of his eye, Payne halts what he’s doing to come over and greet me. “Welcome,” he says, shaking my hand, before excusing himself to resume work. It’s the official seal of approval for me, the outsider. He seems totally in his element, directing with calm acuity. The closest he comes to raising his voice is when he politely asks the set to be quieted, explaining, “I’ve got to focus here.”
Nearing middle-age, he certainly looks the part of the legendary artist with his intense gaze, his piercing intelligence, his shock of black hair, now peppered with gray, his lithe body, his grace under fire and his immersion in every aspect of the process, from fiddling with props to getting on camera. Then, there is the relaxed Mediterranean way he has about him, indulging his huge appetites for life and film. He burns with boundless curiosity and energy and embodies a generous La Dolce Vita spirit that makes work seem like play. Clearly the journey for him is the joy.
The Producers
By the time I meet the film’s producer Michael London and co-producer/first AD George Parra, a few takes are in the can. The elegant London, often seen on his cell phone, takes a laissez-faire approach to this project. The strapping Parra, often in radio contact with crew, acts as Payne’s right-hand man and gentle enforcer.
“OK, AP, we’re ready, sir. Let’s go. Rolling.” That’s Parra talking, overseeing the production’s moment-by-moment organization, efficiency and schedule. Because time is big money in film, his job boils down to “keeping Alexander on track.”
“What stands out for me is how much he loves the actual day-to-day process of filmmaking,” said Sideways producer Michael London (Forty Days and Forty Nights), “and how much he loves the camaraderie with people on the set. Filmmaking has become this kind of process to be endured. And it’s the opposite with Alexander. He actually loves the details. It’s wonderful – his enthusiasm and appreciation and work ethic. He’s so happy when he’s in his element, and the pleasure he takes out of it is so palpable to everybody. This is kind of what he was born to do.”
Amid the disaffected posturings, digital imaginings and non-linear narratives employed by so many hip young filmmakers, Payne is something of a throwback. Steeped in film history and classical technique, he eschews neo-genre stylistics to storytelling. Rather than bury a scene in sharp camera moves or extreme angles, special effects and draw-attention-to-itself editing, he’s confident enough in his screenplay and in his direction to often let a scene play out, interrupted by few cutaways or inserts. It’s an apt style for someone attuned to capturing the real rhythms and ritualistic minutiae of everyday life.
It’s all part of the aesthetic he’s developed. “Alexander has an evolving philosophy he’s begun to articulate a lot more clearly in the wake of About Schmidt, which is that contemporary movies have begun to focus more and more on extraordinary characters and situations,” London said, “and that filmmakers have lost touch with their ability to tell stories about real daily life, real people, real issues, real feelings, real moments.
“Where most filmmakers would run screaming from anything that reminds people of every day life, he loves the fact you can film every day life and have people take a look at themselves in a different context than what they’re accustomed to. And I think it’s really important and admirable. It’s also a very humble skill.
“Instead of trying to imagine and exaggerate, it’s really just observing. It’s a more writerly craft and a more European sensibility. I think it’s an underrated gift. I don’t think people realize how difficult it is to create that kind of verisimilitude on screen. That’s why he’s always at war with all the conventions of the movie world aimed at glamorizing people.”
Upon casually saying “Action,” Payne watches takes with quiet intensity, afterwards huddling with actors to add a “Let’s try it faster” comment here or a “Why don’t we try it this way?” suggestion there and listening to any insights they may impart. Reacting with bemused delight to a performance, he says, “That’s funny” or flashes a smile at no one in particular. After announcing “Cut,” he typically says “Good” or “Excellent” if pleased or “Let’s try one more” if not. Takes, which can be spoiled by anything from planes flying overhead and car engines firing in the background to missed cues and flubbed lines to the film running out or a camera motor breaking down, are also opportunities to refine a scene. As the takes mount, Payne remains calm. As he likes saying, “Filming is just all about harvesting shots for editing.”Payne speaks with the actors about a moment when they confront other golfers, going over various physical actions.
“Let’s see how real that feels,” he tells Haden Church, who carries the brunt of the action. “Now, knowing all these options, just follow your instinct. You’re a Medieval knight. Be big.”
“Be bold,” Haden Church replies, before screaming profanities and brandishing his club.
Several times during the two-day golf shoot, stretching from early morning through late afternoon and encompassing several set-ups, the PanaVision-Panaflex cameras are reloaded after their film magazines run out, often spoiling takes. A film magazine has 1,000 feet or 10 to 11 minutes of film. At one point Payne asks for “Camera reports?” and when none are forthcoming calls for “a little tighter” shot. The camera dollies are moved closer. Payne later tells me the shoot was “slightly more unbridled” than normal for him, meaning he shot more coverage than usual.
By afternoon, the sun and heat grow fierce. With little or no natural shade, people seek protection in golf carts or under various flags and screens used to bounce light off actors. Sun screen is liberally applied, and bottled water greedily consumed. Heat-related or not, a camera’s motor gives out, rendering it inoperable. A replacement is ordered.

Payne, who enjoys a sardonic give-and-take with director of photography Phedon Papamichael, says, “I brought you this far, now make it brilliant.”
The DP responds, “I want my second camera back.”
When the situation calls for it, Payne maintains a professional, disciplined demeanor. Setting up a shot, he gives precise directions while inviting input from collaborators, especially Papamichael (Identity), a native of Greece with whom he enjoys a lively working relationship. Papamichael says they take turns getting on camera to view set-ups, each prodding the other with ideas and inevitably admitting, “We pretty much end up where we started.” Before the cast arrives on set, Payne often acts out the physical action himself for the benefit of Papamichael and crew. He checks cheat sheets, including his “sides,” a printed copy of the script pages being shot each day, and his “shot list,” a personal breakdown of what he’s after in terms of camera, lighting, movement, motivation and mood.
Before filming, he often has actors run through scenes in rehearsals. Sometimes, surreptiously, he has ADs and PAs shush the throng of crew and extras while signaling the cameras to roll, hoping to pick up more natural, unaffected performances that way.
Payne acknowledges Papamichael’s influence on his visual sense: “I’m working with a DP who calls for that [lush] stuff more easily than my previous crew did. Sometimes, early on, I would say to him, ‘It’s too pretty,’ and he’d go, ‘No, it’s just another side of yourself you’re afraid of.’ So, what the hell, it’s another side of myself and I’m just going with it.”
Papamichael’s also pushed Payne, albeit less successfully, to steer away from his favored high camera angles to more eye-level shots.
“He was accusing me the first couple weeks of always wanting to go high, as though I’m God or something, to look down on characters,” Payne said. “I don’t know, sometimes I get bored looking at people straight-on, so I go higher or lower. It just makes the angle more interesting to me, unless I’m missing something unconscious in myself about some hideous superiority complex.”
Papamichael, a favorite cinematographer of Wim Wenders, is working with Payne for the first time though they’ve known each other for years. The cinematographer said it takes awhile for a director and DP to mesh but that “every picture finds its own language pretty quickly. You can sort of talk about it in theory, but then very often it happens. The picture will sort of tell you what needs to be done. This show has not had the extent of coverage and camera movement we usually have on shows because we’re playing a lot of things in-close and letting the actors operate within that frame. It sort of seems to be playing better with simpler shots.”
During a lull, I learn from London and Payne that the owner of a location slated for use in the film is refusing to honor a signed agreement, thereby trying to hold up the production for more money. London slips off to deal with the problem.
Lunch break finds cast and crew descending on base camp a few blocks away. Here, the caravan of Sideways trailers and trucks are parked, along with a mobile catering service doling out huge varieties of freshly prepared food. An American Legion post hall serves as the cafeteria, with people sitting and eating at rows of long tables.
After eating very little, Payne said, “Now, if you’ll excuse me, I’m going to take my nap,” a daily ritual he’s followed since Election.”
Tuesday is a reprise of Monday’s heat, schedule and location.
Payneful Reality
That night, I interview Payne over dinner at the Los Olivos Cafe, an intimate spot reeking of laid-back California chic and, de rigueur for this region, an extensive wine list. It’s where the film shoots the next three days. As usual, his careful attention to my questions and to his answers is surprising given all that’s on his mind. Like any good director he has the gift for focusing on whomever he’s with and whatever he’s doing at any given time.
Nothing’s too simple or small to escape Payne’s attention, “Well, all I can say is details are everything. I don’t really conceive of broad strokes. If you’re kind of operating from a type of filmmaking that sees art as a mirror of life and film as the most capable and verisimilar mirror, than you’ve got to pay a lot of attention to details, and I kick myself when I miss them.”
For him, it’s a philosophy that informs, at the most basic level, the very nature of his work.
“You want things to ring true to the audience, and you want to inspire in the audience what literature does and what poetry sometimes does, which is the shock of recognition – having something pointed out to you which you’ve lived or intuited or thought on an unconscious level and suddenly the writer brings it to your consciousness. I just love that: the recognition of until this moment, of an articulated truth. I’m not saying my films are doing that on a very profound level, but at least in the minutiae I want those things right. Again, it’s all about the details, and a lot of times story operates within those details. I don’t know if it’s just story, because I’m acting instinctively, but it’s probably all these things – story, character and then the texture of the reality you’re recreating, presenting.”
In pursuit of the real, Payne vigorously resists, or as London puts it, “crusades” against the glam apparatus of the Hollywood Dream Factory. “You have to fight a couple things. One, is the almost ideology – it’s that deeply entrenched – in American filmmaking that things have to be made beautiful … more beautiful than they appear in real life in order to be worthy to be photographed, and I just oppose that,” Payne said. “And you have to really oppose it intensively because there are people around you, hired with the best of intentions … who are trained to brush lint off clothes, straighten hair, erase face blemishes, and I just think, ‘Why?’ And then you have to fight against Kodak film stock – we’re mostly shooting Fuji on this one – and against lenses that make things look too pretty.
“Now, having said that, this film is going to be a lot more beautiful than my previous films have been because of the locales. It’s pretty. And it’s a bit more of a romantic film, at least it’s kind of turning out that way.”
Dailies from the first few weeks of shooting confirm a warm golden hue in interior and exterior colors, which may come as a relief to critics who’ve decried the heretofore dull, flat, washed-out look of his work.
Not to be confused with dramadies, a hybrid form languishing in limbo between lame comedy and pale drama, Payne films resemble more the sublime bittersweet elegies of, say, James L. Brooks and the late Billy Wilder. Like these artists, he does not so much distinguish between comedy and drama as embrace these ingredients as part of the same flavorful stew, the savory blending with the pungent, each accenting the other. With the possible exception of Schmidt, which as London said – in paraphrasing Payne – “defaulted to drama,” Payne films use comedy and drama as intrinsic, complementary lenses on human nature.
“I don’t separate them. It’s all just what it is,” Payne said. “I tend to make comedies based in painful human situations that are filled with ferocious emotions. I find ferocious emotions exciting. The actor and director have to trust the writer that the absurdity or the comedy is there in the writing. You all know it’s there, but you don’t play it.
“Sometimes, I think, in my films I’ve so not wanted to play the comedy of it that it gets too subtle, where then people don’t get that it’s funny. I mean, some do, like my friends. Like I think people tookAbout Schmidt much too seriously sometimes, and I don’t know if it’s because they’re Americans and Americans are literal and non-ironic, or what. I’m also afraid of being too broad … of having caricatures. Not so much on this film, but on previous films.”
It should come as no surprise then that Payne and writing partner Jim Taylor, with whom he adapted the Sideways screenplay from the unpublished Rex Pickett novel of the same name, draw on characters’ angst as the wellspring for their humor since tragedy is just the other side of comedy, and vice versa.
Payne’s finally leaving Nebraska to film was inevitable.
Tempted as he is to go elsewhere, including his ancestral homeland of Greece, he said, “I don’t think I would have been prepared to shoot in California or anywhere had I not first shot in Nebraska.”
Despite proclamations he would not film here again for awhile, he may return as soon as next fall to direct a screenplay set in north-central Nebraska. It, too, is about a journey. It chronicles an old man under the delusion he is a winner in the Ed McMahon sweepstakes. Enlisting his reluctant son as his driver, the man sets off on a quest from his home in Billings, Mont., to claim his “winnings” at the home office in Lincoln, Neb.
Along the way, the two get sidetracked — first, in Rapid City, S.D., and then in rural Nebraska, where the codger revisits the haunts and retraces the paths of his youth, meeting up with a Jaramusch-esque band of eccentric Midwesterners. Payne plans shooting in black-and-white Cinemascope.
“I’m happy to come back to Nebraska,” he said, adding, “You know, I feel like Michael Corleone – every time you try to get out, they just pull you right back in.”
Payne’s clearly here to stay, just as his connection to Nebraska, where he may direct an opera, remains indelible. After dinner he gives me a ride back to my motel in his new white convertible sports car, handling the curves with aplomb.

There’s an ebb and flow to a working movie crew. Everybody has a job to do, from the Teamsters grips and gaffers to the ADs and PAs to the personal assistants to the heads of wardrobe, makeup, et cetera. As a set-up is prepared, a flurry of activity unfolds on top of each other, each department’s crew attending to its duties at the same time, including dressing the set, rigging lights, changing lenses, loading film, laying track, moving the dolly.Amid all this movement and noise, Payne goes about conferring with actors or discussing the shot with his DP or else squirrels himself away to focus on his shot list. A palpable energy builds until the time shooting commences, when nonessential personnel pull back to the sidelines and calls for “Quiet” enforce a collective hush and rigid stillness over the proceedings. As the take plays out, an anticipatory buzz charges the air and when “Cut” is heard, the taut cast and crew are released in a paroxysm of relaxation.Chalk it up to his Greek heritage or to some innate humanism, but Payne creates a warm, communal atmosphere around him that, combined with his magnetic, magnanimous “je ne sais quoi” quotient, engenders fierce devotion from staff.Evan Endicott, a personal assistant and aspiring director, said, “I really don’t want to work for anyone else.”
Tracy Boyd, a factotum with feature aspirations, noted, “Alexander always pays attention to the process of the whole family of collaborators that go into making the film. His sets reflect a whole lifestyle.”
My challenge proves staying out of the way while still watching everything going on. The first couple of days, I sense the crew views me as a curiosity to be tolerated. I feel like an interloper. By the end of my stay I feel I blend in as another crewmate, albeit a green one. I become one with the set.
Payne periodically comes up to me, asking, “What do you find interesting?” or “Are you getting what you need?”
I tell him it’s all instructive – the waiting, the setups, the camera moves, the takes – fun, fascinating, exhausting, exhilarating all in one.
Wednesday morning Erik drives us, via the Santa Rosa Road, to the Sanford Winery, a rustic spot nestled among melon fields and wildflower meadows on one side and gentle hills on the other. The landscape has a muted beauty. The small tasting room, with its Old Westy outpost look, and its charismatic pourer, Chris Burroughs, with his shoulder-length hair, Stetson hat and American Indian jewelry, appear in a scene where Miles tries educating Jack about wine etiquette, only to have his buddy commit the unpardonable sin of “tasting” wines while chewing gum.
Sanford is famous for its Pinot Noir, the variety about which Miles is most passionate about.
It was here and at other wineries Payne visited in prepping the film that he, like Pickett before him, discovered California’s wine culture. On our visit, it isn’t long before spirited discussions ensue between Chris and customers on the mystique of wine characteristics, vintages, blends, trends and tastes.
Rejoining the production, I’m deposited in the town of Los Olivos for three days and nights of shooting in and around the Los Olivos Cafe. Space is tight inside the eatery, with crew, cameras, lighting and sound mixer Jose Antonio Garcia’s audio cart crammed around the fixtures. For this sequence, which finds “the boys” meeting two women for a let’s-get-to-know-you dinner and drinks icebreaker, Payne breaks up the shooting into segments – from Jack forcing Miles to screw up his courage to their entrance to joining the girls at the table to the foursome exchanging small talk. Payne later pulls the camera in tight to pick up a series of reaction shots and inserts for his “mosaic” of a montage that will chart the progression of the evening and of Miles’ panic. As this is played without sound, Payne directs the actors as they improvise before the camera, tweaking things along the way. Much attention is paid to the moments when the drunk Miles shambles off to the rest room and, slipping over “to the dark side,” detours to a pay phone to make an ill-advised call to his ex-wife, before arriving back shit-faced.
Like any experience bringing people together in a close, intense way, a film set is replete with affairs and alliances emerging from the shared toil and passion. Cliques form. Asides whispered. Inside jokes exchanged.
Payne and his new bride, Oh, one of Sideways’ two female leads, manage being discreetly frisky. While he shows remarkable equanimity in interacting with everybody, he keeps around him a small stable of trusted aides in whom he confides.
Parra is one. For the soft-spoken Parra, who’s worked with Payne on all his feature projects, Sideways is a golden opportunity toward his ultimate ambition of producing. The two have an easy rapport. Parra said of Payne, “He’s kind of calm, no-nonsense. He really knows what he’s doing. He’s real clear. He thinks things through and figures it out, and I love that, and that’s the way I am, so it works really well. It’s great to facilitate his needs as a director.”
Script supervisor Rebecca Robertson-Szwaja, a Payne regular since Election, said, “I think on the one hand there’s a lot of fun on his shows, yet people are very focused. So, there’s that dual edge of relaxed and playful but absolutely serious. You definitely want to make sure you do your work well because you respect him.”
Set dresser Cynthia Rebman, working with him for the first time, added, “In feature films the director really does set the tone…All the way from Alexander and Michael London to line producer and first AD George Parra, this is an exceptionally well-adjusted, highly professional crew. Several of the people have worked with Alexander on several projects, which doesn’t surprise me because he instills a certain sense of loyalty just in the way he conducts himself and in the way he treats people.
“He’s paying attention to every detail in every department and quite often directors don’t bother…even all the way down to introducing himself to the background extras and discussing with them what the scene is about. It’s a genuine pleasure, because then you feel like you’re contributing and your contribution is appreciated.”
Sardonic Tracy Boyd, called “factotum” for his wide-ranging roles, admired how Payne’s process is inclusive of the entire “family of collaborators.”
Earnest young personal assistant Evan Endicott is, like Boyd, an aspiring feature director. He told me one night at dinner why he doesn’t want to work with anyone else besides Payne, “He takes risks. He’s willing to show humanity in a way that few comedy directors do, especially these days. There isn’t a lot of artifice in his work. It’s very hard to be that honest about human beings. Then there’s the control he takes and the attention to detail he gives, whether it’s what sneakers a character is wearing to the location he’s gone and scouted himself to the lines coming out of the actors’ mouths to each camera shot. That takes a lot of commitment and it’s not that common anymore. I came out here to be a writer and he has inspired me now to be a director,” Endicott said with a gleam in his bright eyes.
Building shots and observing takes, Payne’s focus is seemingly everywhere at once. One day, he adjusts bits of business the actors do in a golf sequence and, later, he runs flat-out down a fairway to tweak the placement of a golf cart or the action of an extra. Another day, he obsesses over stemware and wine in a cafe dining scene, making sure the right number of glasses are placed in frame, the correct red or white is poured and the right amount is consumed. Often times, he rearranges extras in the background, even feeding them back stories on the spot, or quickens the pace of line readings. Always he envisions how each moment will meld and cut together with those already filmed and others yet to be shot. Casting his eye wide and narrow at the same time defines directing.
“Yes, always the macro and the micro,” he said between setups at the Los Olivos Cafe in the prosaic town of Los Olivos, whose actual names, along with every place appearing in Sideways, are used in the film. “You’re always holding two things in mind and on a few different planes. It’s like in painting. You’re here looking at the stroke and it’s not just later but simultaneously that you’re looking at its placement in the entire canvas. Even on the technical side, knowing what the sound is doing, what the film stock is doing, but also emotionally … storywise, what’s going on at once in the many vivisected ways that a director has to think about, and also being surrounded by tons of people yet also remaining alone and watching the movie. Because my only job is to SEE the movie. I’m the only one who this entire time is sitting in the theater watching the movie or possible versions of it.”
Unusual for him, he’s also encouraged the Sideways cast to improvise, particularly in a long cafe sequence shot in “little pieces” for “a mosaic” he and editor Kevin Tent will fashion a montage from in post-production this winter.
“I like very controlled shots and really micromanaging performance and camera movement, but it’s also nice to be free and let go and have kind of a documentary approach, too,” he explained.
The Conductor
My last hours with Sideways are spent watching a Halloween night shoot outside the cafe. A few trick-or-treaters sneak on set. Earlier I said my goodbyes, informing Payne I’ll miss the costume bash he’s throwing Saturday. Like the first two nights here, they won’t wrap until well past midnight.
This is magic time, when everything glows under the glare of movie lights arrayed on rooftops, in a crane’s nest and in the street. The track’s laid. The street barricaded. A phalanx of jacketed crew and extras await cues. Once “Action” sounds, the scene is set in motion. Papamichael, poised over camera, his eye on the viewfinder, is gracefully pushed on the dolly by Tony, the muscular dolly grip, while Don, the focus puller, operates a knob on the side of the camera to keep the image in focus. As the actors make their way from the Saab to the cafe, the whole works move with them, with Payne, the ever-present Parra, Boyd, boom man and script supervisor, scrutinizing the action.
“I always think that when it’s the middle of the night and everyone’s exhausted, that’s when filmmaking is distilled down to its essence,” Boyd said. “All the periphery is removed away, and you’re really just going for it. It’s really quite elegant in a way, even though it’s miserable to get there.”
If there’s a lasting image I take away, it’s Payne, the conductor, orchestrating things with a discipline that invites serendipity.
“Sometimes, I think perfect is the enemy of good,” he told me, invoking a famous saying that encapsulates the story and his approach to it: In going straight-ahead, he’s still prepared to go sideways.
Related articles
From the Archives: A Road Trip Sideways – Alexander Payne’s Circuitous Journey to His Wine Country Film Comedy
As promised, here’s the next From the Archives selection from my reporting about Alexander Payne’s Sideways, coverage that grew out of a week I spent on the set of the film. I’m posting this and my other Sideaways stories because Payne is about to be in the news, along with George Clooney, for their collaboration on the film The Descendants, which is Payne’s first feature-length effort as a writer-director since Sideways. A third Sideways story will soon be posted here. This blog also contains several more of my stories on Payne, whom I’ve been covering since 1996, including a couple pieces about The Descendants, the new movie that should be hitting theaters near you between mid-November and mid-December.

From the Archives: A Road Trip Sideways –Alexander Payne’s Circuitous Journey to His Wine Country Film Comedy
©by Leo Adam Biga
Originally published in The Reader (www.thereader.com)
Alexander Payne’s new movie, Sideways, took a four-year road trip from high concept to stalled project to hot property. It finally opens October 20 in a limited national release.
The inspiration for the film came from a 1998 unpublished novel by Rex Pickett, who drew closely from his own life to tell the sad and comic story of two loser buddies on a wine tour.
Adapted by Payne and writing partner Jim Taylor, the film follows best buds Jack, a libidinous ex-soap star, and Miles, a junior high English teacher and would-be writer, in a classic “men behaving badly” tale. On the journey, their addictions, obsessions and neuroses with wine and women catch up with them.
With Payne (Citizen Ruth, Election, About Schmidt), producer Michael London (Thirteen and House of Sand and Fog) got a director who left him little to do but sign off on expenditures, smooth ruffled feathers, keenly eye each day’s “takes” and stay on schedule and on budget. Payne, who also controlled the film’s “final cut,” found London a good fit.
“In terms of working with me and the actors, and then working in an effective way with the studio, he just speaks everyone’s language,” Payne said.
Although Sideways marks the first time London and Payne worked together, Payne was near the top of London’s list to adapt the book to film.
“I was really just a fan of Alexander’s before this. I really didn’t have any particular history or connection with him,” London said. “I’d read an early draft of my friend, Rex Pickett’s novel and we started talking about it as a movie.”
But London knew who and what he wanted.
“It’s not like there’s 50 directors in the world who could have done this story, and I think that’s probably true of most of the things Alexander does. They’re very unique to Alexander,” the producer said. “I was quite obsessed that he would relate to these characters (Jack and Miles) and to the whole idea of this kind of wasted wine trip and of men in mid-life crisis. It just felt like he would do something really special with that. I chased him through his agent and all the ordinary avenues, but without much luck.”
Somehow, despite London’s inability to reach him, the book got to Payne through another source.
“But it wound up sitting in his hands for about nine months because he was finishing Election, and then he was touring and doing press,” London said.
Payne was in Scotland when he finally called London.
“There was a phone message saying, ‘This is Alexander Payne. I just got off a plane in Scotland and I want to do this movie Sideways next.’”
London said Payne felt so strongly about the material that he became boldly proprietary about it, making his directing it a fate accompli.
“From our first conversation he was like, ‘I have to direct this. No one else can direct this.’”
A Long, Tortured Path
London got the writer-director he wanted, but not as soon as he’d hoped.
“That began a kind of very long, tortured path,” London said, “because as it turned out it was not going to be [Payne’s] next movie. He did Election and then Jack Nicholson committed, sort of unexpectedly, to About Schmidt, and that movie came together much more urgently than he imagined.”
Three years passed from when London and Payne first agreed to make Sideways to the start of production. That wait was extended by delays in the start of Schmidt.
“Every time the schedule got pushed back, he would call me in sort of an embarrassed voice,” London said. “And, obviously, there was no real conversation about taking [Sideways] to anyone else at that point because his passion for it was so great and his connection with it was so complete.”
Then came their initial sales campaign, which showed how quickly things can change in the film industry.
“We went out and took it to a whole bunch of companies,” London said. “It was right after Election opened and everybody wanted it. It was kind of like an auction thing. We set up a deal with a fantastic amount of money for everybody at a company called Artisan, which had then released a movie called The Blair Witch Project. They were the most sought after independent company in the business.”
But fortunes can shift like quicksilver in the movies.
“By the time Alexander had gone off to do Schmidt and come back,” London said, “Artisan was on the verge of going bankrupt, and the company we had sold the rights to, which made so much sense before, no longer had the marketing clout to take care of the movie properly.”
London reminded Artisan, which still wanted in, that neither party was legally obligated to the other.
“We had been quite careful not to sign contracts with them,” London said, “because when it looked like Alexander might go away and make another movie first, just in the back of our minds we thought, ‘Well, we don’t really know what Artisan is going to be like in a couple years.’ We were cautious, and properly so, and that gave us freedom so that when Alexander resurfaced and Artisan didn’t feel like the right home anymore, we were able to work out a departure from them.”
The frustration of putting off Sideways, London said, was offset by the relationship he forged with Payne over that time.
“During those three years I came to know him very well,” the producer said. “Our friendship kind of grew up during those years, which was actually very nice because it meant that instead of being out here shooting with someone I’ve just gotten to know recently, we feel like we’ve been through a couple wars together.”
In the interim, London “went off and did a couple other movies,” and Payne made perhaps his most mature film up to then in Schmidt, a jury selection at the Cannes Film Festival, one of the best reviewed films of 2002 and the filmmaker’s biggest money maker – more than $100 million worldwide.
“It all worked out very well because, by the time he was ready to do it, it was a good time for him and a good time for me,” London said.
Despite the delays, there was never a question Sideways would get made.
“Michael and Rex were hoping About Schmidt would not have come first,” Payne said. “But I just kept promising that I’m going to do [Sideways] next and I kept putting my hand in my pocket every year to renew the option on the book and then I kept to my word. As soon as Schmidt was finished I began work on this one.”
Payne said his experience with About Schmidt laid a needed foundation for his new project. “Because of my experience on Schmidt I think Sideways is a better film than it would have been otherwise,” Payne explained. “Rex said jokingly, but he means it too, that I needed to make a film about maturity before I could go back and make a film about immaturity.”
Packaged Sideways
With Artisan out of the picture, London and Payne hit on a new strategy to package Sideways – use Payne’s hot status to sell a ready-made project that retained full creative control for its makers.
“Instead of selling it, we decided the smarter way to make the movie was to have Alexander and Jim write it on spec and for us to figure out what we thought the right budget and cast for the movie was, instead of allowing the studio to own it and dictate those things,” London said. “Alexander was in a unique position of creative power because he’s riding high right now. The material’s commercial. Financiers knew if they invested in a movie about two guys on a comic journey through the wine country they were probably going to be able to sell it.”
The producer and director put the package together and formed a group to get financing. They used a ballsy, “take it or leave it” approach, and it worked.
“We rolled the dice,” London said. “When we were about eight weeks before we needed to start shooting – we waited absolutely until the last possible minute – we said, ‘OK, who wants to make this movie?’ We took it to the half-dozen or so studios and said, ‘Here’s the movie. This is the script, this is the cast, this is the budget. We hope you love it. If you don’t love it, you shouldn’t make it. Alexander has final cut. We’re not really looking for your input. We’ll listen to your input. Don’t tell us the script is too long, because we know it’s too long. Don’t tell us you think this casting is not starry enough, because Alexander’s met with a bunch of movie stars and he’s decided these are the best actors for the roles.’ And we did that and very quickly weeded out who was really serious from who wasn’t.”
For its cast, Payne originally considered a pair of stars for the juicy parts of Miles and Jack that would have raised the ante and the buzz.
“The star version of this film would have been George Clooney as Jack and Edward Norton as Miles. And I like them both very much. I think they’re both terrific and they both expressed interest in these parts,” Payne said. “And I was tempted. Actually, not with Clooney, and I told him to his face. I said, ‘I think you’re great but to ask the audience that the world’s handsomest, most famous movie star is the biggest loser actor is too much. If you were a loser in some other profession, maybe OK, like in the Coen Brothers movies, but as a loser actor? That becomes a joke of the film, and I don’t think that’s right. He was fine with that. Norton, I thought more long and hard about.”
Payne selected character actors rather than big names. For Miles, he chose Paul Giamatti (American Splendor, Confidence). For Jack, he chose Thomas Haden Church (George of the Jungle II, 3,000 Miles to Graceland, TV’s Wings). The two main women’s roles went to Virginia Madsen (The Haunting, The Rainmaker) as Maya and Sandra Oh (Under the Tuscan Sun, HBO’s Arliss) as Stephanie. Longtime companions, Payne and Oh married in January 2003.
That Payne chose lower-profile actors doesn’t mean he feigned interest in Clooney and Norton so he could placate producers or executives.
“Look, my life would have been easier, and certainly the marketing guys would have an easier time, if I had picked stars,” Payne said. “I met everyone. I met famous, not famous. Bring ‘em on. No prejudice. But, ultimately, I just wanted to really be able to cast the actors that best fit the parts.”
He acknowledged one advantage of a lowered profile.
“It’s not so much that the stars make shooting difficult, but it’s other people’s attitudes toward the stars that can become an obstacle in the shooting’ Payne said.
He said London signed off on his choices with some trepidation.
“He would have, at one time, preferred I selected more famous actors. But now he understands why everything happened the way it did,” he said. “He just couldn’t be happier. He’s only about the quality of the film and not about making it more commercial, although I know he likes me to make commercial choices.”
Sideways is more a love story than Payne or London ever imagined. The romance was evident on the shoot and in dailies, the footage shot in a day. It became even more obvious during post-production.
The film follows best buds Jack and Miles on a central California wine country road trip that’s sidetracked after they meet Stephanie and Maya. Although Jack, a shallow, oversexed actor, is about to be married, he pairs with Stephanie, a wine-pouring hottie from a winery tasting room. He doesn’t tell her about the upcoming wedding, and he dismisses Miles’ warnings.
Miles, a smart, neurotic writer obsessed with his ex-wife, resists involvement with “another woman.” But he finally falls for Maya, an empathetic waitress who shares his appreciation for fine things, especially wine. When Stephanie discovers Jack’s deceit, she exacts revenge in a classic “hell hath no fury like a woman scorned” manner. When Maya learns of the deception, she blames Miles because he should have stopped Jack’s charade.
To Jack, Haden Church brings a laidback personality, rugged blonde looks and mischievousness. For Miles, Giamatti’s intellectual air, shy reserve and world-weary demeanor perfectly capture the character.
A single scene sold Giamatti on the project.
“When I first met him (Payne) and auditioned for it, I hadn’t read the whole script. I just read what they sent me, which was the scene where Miles talks about why he loves Pinot Noir so much,” Giamatti said.
In a soliloquy to Maya, Miles explains his “thing” for Pinot Noir and unknowingly describes his strengths, weaknesses and needs:
“I don’t know. It’s a hard grape to grow. It’s thin-skinned, temperamental, ripens early. It’s not a survivor like Cabernet that can grow anywhere and thrive even when neglected. Pinot needs constant care and attention and, in fact, can only grow in specific little tucked-away corners of the world. I mean, it just amazes me that only the most patient and faithful growers can uncover Pinot’s fragile, delicate qualities. And if you get the right combination of soil and sun and love, then you can coax Pinot Noir into its fullest expression. And only then, its flavors are the most haunting and brilliant and subtle and thrilling and ancient on the planet.”
“I just thought the whole idea of the obsession of wine was such an interesting theme for this guy,” Giamatti said. “There’s this kind of constant striving for transcendence through the wine and the wine milieu, and it just keeps collapsing in on the guy because he’s such a wreck.”
Running through women like a serial seducer, Jack cheats on his bride-to-be, lies to his mistress and gets caught in the act with a waitress he picks up. Running away from women like a scared boy, Miles, who ruined his marriage with an affair, hassles his ex-wife, steals from his alcoholic mother and lets Maya down.
Jack and Miles make an odd twosome in some ways and a perfect pairing in others.
“It’s a real like Laurel and Hardy thing in a way,” Giamatti said. “It has those two complementary yin and yang sides, and they shift back and forth, too. I’m the straight man and then sometimes I’m not. It’s an unlikely pairing but it has definite resonance. It’s a tricky thing whether people believe these two guys are friends. But I think among men friendships like this are not uncommon.”
Haden Church said, “I think they’re both oblivious to the strains of juvenile behavior.”
Madsen plays Maya with once-around-the-block common sense and simmering, ready-to-ignite sensuality. Oh, as Stephanie, captures her character’s vitality and toughness.
Payne was particularly struck by Giamatti, whom he called “a really great actor.” Payne feels this film could propel Giamatti and Haden Church, who nail “two really good parts for actors,” to major stardom. That happened to Reese Witherspoon after she co-starred in Payne’s Election. Payne likes a “sense of discovery” about actors.
“Who were Elliott Gould and Donald Sutherland in 1970 when they did M*A*S*H? Now, when you think of that film, you say, ‘Who better?’ They became stars. I think that’s more fun,” Payne said.
The American Male
A combination buddy picture, road picture and romantic comedy, Sideways has much to say about male bonding and mating rituals. Jack and Miles display two different sides of the modern American male.
“He is two people now,” Oh said. “He is the man who refuses to grow up, right? And he’s the man who refuses to take a stand. So, this is really what we’re seeing. Jack and Miles are the two sides of the American male today.”
“And I think it shows in a very peripheral way what the result is for the American female. Stephanie comes from a long line of women embittered by hard luck with men. When she punishes Jack, there’s going to be so many women going, ‘Whoo-whoo!’ You know what I mean?” she said. “Maya’s the more advanced of the two, but she’s had her own deal with men, and she’s moved onto a place where she can still leave the door open.”
So what begins as a wine-tasting tour becomes a misadventure for the repentant, if unreformed, Jack and a romantic catharsis for Miles. Along the way, Jack and Miles’ friendship is strained and transformed.
Working with Payne
Sideways marked the first time any of the lead actors worked together or with Payne. The actors spent two weeks in rehearsal with their director, a process Giamatti said was as much about “shooting the shit and indulging in good food and wine” as work, although Haden Church said they did read the entire script and discussed scenes, plot points and characterization
After two weeks of rehearsals and 10 weeks of shooting, they were left impressed with Payne and his processes.
“He tries to make you feel as natural and comfortable as possible,” said Oh, who, until now, had only watched him work with others.
“And I really like how incredibly specific he is when he’s directing me,” Madsen said. “He says things like, ‘You know, when I was watching the movie just now I asked myself why didn’t I believe that.’ And he’ll pick out the part he didn’t believe and he’ll give you a change or give you a new note on that specific change or give you a new idea to use.”
It all gets back to trust, which is everything in the actor-director collaboration.
“I trust Alexander innately because of his films. He’ll do whatever serves the movie,” Haden Church said. “He’s had a great career. He’s critically lauded and commercially embraced. He’s one of those icons, especially with young, fickle film audiences. They love his work. So, whatever he’s doing, his process works. It gets the desired results.”
Test of Time
Even without stars, Sideways grew from the time London and Payne joined forces to when they finally signed with Fox Searchlight Pictures.
“The movie had gotten bigger. When we were talking to Artisan we were going to make it for $7 to $10 million — on a shoestring. After Schmidt, Alexander now had the power that we could actually get a healthy budget and do it on a larger scale without compromising,” London said. “It was budgeted at $16-$17 million for a 50-day shoot, which by the standards of contemporary studio movies is a tiny, tiny movie, but by the standards of a movie about a couple guys running around in wine country, is plenty of money to do it well and plenty of time do it well.”
More money means more of everything for a movie.
“It’s having more time, more crew, more resources,” London said.
As much as Payne enjoys shooting a film, there are the inevitable hassles and unavoidable grind that come with working on location over many weeks. Take after take is recorded. Before a movie is ready for screening, the whole post-production phase unfolds. The shooting phase is all about getting to that point.
“Shooting is just harvesting shots to edit,” Payne said.
Principal photography wrapped last December in the Santa Barbara area, and the film netted strong reviews from its Toronto International Film Festival premiere last month.
Payne enjoys losing himself in the editing suite. There, alone with his precious images and away from distractions, he can finally see what he’s got and shape the movie into the form it tells him to take. Payne and Kevin Tent, his long-time editor, collaborate to find the nuances, rhythms, grammar and subtext they hope will make the film warmly referenced and regarded.
The Sideways team envisions the film as a potential modest hit in the near term but as a “stand the test of time” project – one of those films with legs well after its initial release.
“We would like the financiers to make back their money and we would like it to be a beloved movie that lasts a really long time,” London said. “We would trade an awful lot of short term success for this to be a movie that 30 years from now people say about, ‘God, do you remember that movie about those two guys?’”
In a story all about detours, the making of Sideways may have taken the most unexpected path to become a charming, hip success.
Related articles
- From the Archives: A Hollywood Dispatch from the set of Alexander Payne’s Sideways – A Rare, Intimate, Inside Look at Payne and His Process (leoadambiga.wordpress.com)
- Hail, Hail ‘The Descendants’ – Alexander Payne’s First Feature Since ‘Sideways’ a Hit with Critics, and the George Clooney-starring Comedy-Drama is Sure to be an Awards Contender (leoadambiga.wordpress.com)