In theaters

SIDEWAYS, directed by Alexander Payne, written by Payne and Jim Taylor, 124 minutes, rated R. Now playing, Railroad Square Cinema, Waterville.

Alexander Payne’s new movie, “Sideways,” is the story of two men who can’t let go of their pasts or figure out who they are in the present. They are former college roommates on the cusp of middle age who have remained friends in spite of having little in common, with one major exception: Each is a wreck whose future is in flux.

There’s Miles (Paul Giamatti), the failed novelist with the failed life whose failed marriage to Victoria (Jessica Hecht) ended in divorce. He’s annoyingly cerebral, cynical and depressing, but because he’s so recognizably human and has been so wounded by life, he’s nevertheless likable. You pull for him.

Miles’ one point of pride is the one thing that might undo him – he’s an enthusiastic wine connoisseur with a penchant for pinot, a fragile grape that’s so difficult to nurture, it might as well be Miles himself.

Equally screwed up is Jack (Thomas Haden Church), the soon-to-be-married former jock cum actor who embarks with Miles on a road trip through northern California the week before his wedding. On their trip, they plan to get sideways at the many local vineyards hugging the highways, while also reconnecting over rounds of golf.

At least that’s how Miles sees it.

Jack has other ideas. He plans on enjoying his last week of bachelorhood having sex with any woman who will have him, and he plans to return the favor by getting his glum friend some action of his own. The women they meet are extraordinary. Stephanie (Sandra Oh) is smart, sexy, vibrant; she favors Jack. Her friend, Maya (Virginia Madsen), is a fellow wine connoisseur with an intellect that rivals Miles’. She takes a shine to him.

Since neither woman knows about Jack’s pending marriage, deceit is allowed to bloom amid the growing thorns of affection. The movie becomes electrifying. If word of Jack’s bride-to-be is let out of the bag, complications would naturally explode, people would have to face sudden, uncomfortable truths about themselves, and God knows what might come from that.

Working from a script he co-wrote with Jim Taylor, Payne creates one of the best movies of the year, mining a depth of emotion that’s surprising given the gross emotional limitations of his male characters. As with all of his films – from “Citizen Ruth” and “Election” to “About Schmidt” – Payne again proves in “Sideways” that he can be uproariously funny, offering huge laughs from situations that seem natural, never forced.

In the mounting absurdity of everyday life, Payne’s desperate characters, in less-skillful hands, might become caricatures, but they’re not. He has too much affection for them (and too much respect for his audience) to allow them to be anything less than real. At the movies these days, that’s something of a lark, but then so are the performances in this movie.

The game cast is excellent, with Giamatti (“American Splendor”) in particular proving again, with deceptively seamless ease, how he can get to the heart of a crippled soul and make it his own.

Grade: A

On video and DVD

SPIDER-MAN 2,” directed by Sam Raimi, written by Michael Chabon, Miles Millar, Alfred Gough and Alvin Sargent, 125 minutes, rated PG-13.

Legs down, “Spider-Man 2” is a winner, a smart, often exciting movie that deepens the franchise while giving audiences an exhilarating kick in the process.

After a clever title sequence that neatly recaps the first film, we learn a few things: Peter Parker (Tobey Maguire) is still hopelessly in love with Mary Jane Watson (Kirsten Dunst), now a successful stage actress engaged to an astronaut; he’s so depressed about the unwanted responsibility of being Spider-Man, his powers are failing; and he has a new villain to conquer in one Dr. Otto Octavius (Alfred Molina), a scientist who works for Harry Osborn (James Franco), the young man whose father Spider-Man killed in the first film.

After a fusion experiment gone wrong, Otto becomes the superhuman Dr. Octopus, – Doc Ock – a vicious beast with enormous steel tentacles uncoiling from his back and hissing like serpents. Soon he’s on a rampage, with only Spider-Man able to stop him. But will Peter step up and save Manhattan?

As if he won’t.

The sheer artistry of the special effects are something to behold. Also strong are the performances, particularly from Rosemary Harris as Peter’s Aunt May and from the 28-year-old Maguire, who still looks young enough to be believable in the part.

What makes Maguire such a perfect fit for Peter are the very qualities that made him so appealing in “The Ice Storm” and “Wonder Boys” – the shrewd intellect simmering beneath his bemused detachment and bashful charm. Director Sam Raimi leans hard on those traits, but he also pulls something deeper from Maguire – the sense of isolation, doubt and sadness that have crept into Peter’s soul.

With the ending beautifully setting us up for the summer 2007 release of “Spider-Man 3,” “Spider-Man 2” is an arachnid achievement that can’t be missed.

Grade: A

Christopher Smith is the Bangor Daily News film critic. His reviews appear Mondays and Fridays in Style, 5:30 p.m. Thursdays on WLBZ 2 Bangor and WCSH 6 Portland, and are archived at RottenTomatoes.com. He may be reached at BDNFilm1@aol.com.

TheVideo-DVD Corner

Renting a video or a DVD? NEWS film critic Christopher Smith can help. Below are his grades of recent releases in video stores. Those in bold print are new to video stores this week.

Around the World in 80 Days – D

At Home at the End of the World – B+

The Chronicles of Riddick – C-

The Clearing – C+

Dawn of the Dead – A-

The Day After Tomorrow – B

Dogville – B

Elf – B+

Ella Enchanted – B

Envy – D

Eternal Sunshine of the Spotless Mind – A-

Fahrenheit 9/11 – A-

Fog of War – A

Garfield: The Movie – C+

The Girl Next Door – C+

Harry Potter and the Prisoner of Azkaban – A-

Hero – B+

Home on the Range – C-

House of Sand and Fog – B+

The Human Stain – D

Jersey Girl – C+

Johnson Family Vacation – D

Kill Bill Vol. 2 – B

The Ladykillers – B+

Laws of Attraction – C-

Man on Fire – B

Mean Girls – B+

Miracle – B+

The Punisher – C

Raising Helen – C+

Shrek 2 – B

Spider-Man 2 – A

The Stepford Wives – C

Soul Plane – D

Super Size Me – C-

The Terminal – D

The Triplets of Belleville – A

Van Helsing – B

Walking Tall – C

White Chicks – C-