FOR SOME reason, I expected someone rounder, cheerier, almost thigh slapping. With a beer gut, too. Instead, a good-looking, intense fella answers to the name of Alexander Payne, the one who made all those satire-in-the-Midwest seriocomedies "Citizen Ruth," "Election," About Schmidt" and now "Sideways," which opens Friday. (See review on Page 33.) Nonetheless, Payne, a native of Omaha, Neb., where most of his films are set, doesn't lack for glint-in-the-eye cheer. He's serious and he's funny, and he's serious about being funny. Perhaps to be expected from someone who has a master of fine arts in cinema and who studied Spanish literature.

Right now, he's trying to describe "Sideways." He's had to do this before. Deep breath.

"I'd say it's about these two loser guys from San Diego who go on a wine-tasting tour the week before one of them is to marry, and the rather pathetic shenanigans they engage in."

He laughs. "I just make 'em. I like to make films that are hard to sum up, I guess."

In the movie, Jack (Thomas Haden Church), the one who's about to be hitched, informs his appalled, recently divorced buddy Miles (Paul Giamatti) in no uncertain terms, he considers this trip an opportunity for both to enjoy a sexual fling. What transpires is a romantic comedy of errors that isn't afraid of showing middle-age characters full of moral foibles. It's wonderfully allergic to political correctness.

Payne had several old movies in mind when he made "Sideways," particularly "Il Sorpasso," a 1962 Italian road comedy, in which a middle-age man takes a student through Tuscany wine country. Also: "Zorba the Greek," and the cult classic "Withnail & I."

He also wanted to evoke, he says, the 1970s sensibilities of Hal Ashby, the director who made "The Landlord," "Harold and Maude," "The Last Detail" and "Shampoo."

For Payne, casting was crucial. Although many "famous actors" auditioned for the parts, he held out for the right people rather than their star currency. "I auditioned actors for this movie top to bottom," says Payne, who cast his wife, Sandra Oh, in a crucial role as Stephanie, the woman who grabs Jack's licentious fancy. For the other woman, Miles's romantic interest, he chose Virginia Madsen, provided "she agreed not to wear makeup. I told her this was a comedy of real people and I wanted no makeup on anyone. And she said, 'You mean, I actually don't have to wear any makeup!' " Church, best known for his role in TV's "Wings," Payne said, was just right for Jack because "he is that guy and more so."

He chose them all because, quite simply, "I believe them."

Perhaps the most crucial element, however, was the creative partnership behind this film. Payne and writing partner Jim Taylor have already proved themselves with the acclaimed "Citizen Ruth," "Election" and "About Schmidt."

Payne loves their working relationship. "We're always together when we write. Some partners like to work separately and divide and conquer, then rewrite together. We've only done that once when we had to do a complete rewrite of the movie 'Jurassic Park 3.' " Yes, the third Jurassic Park movie came to you from the guys who made "About Schmidt."

Payne and Taylor spend hours talking about what could happen, then they go off and write. Payne likes Taylor for many things, but one particular quality is the way "he thinks outside the proverbial box." When they were brainstorming over "Election," Taylor suddenly said, "Something needs to happen here, like the guy needs to get stung in the eye by a bee or something." It was Taylor's idea, Payne reports, to put Jack Nicholson in a motor home in "About Schmidt."

Payne, who was recently named Distinguished Nebraskan of the Year by the Nebraska Society, laments that people often tell him he ridicules characters in the way that Minnesotans get a little roasting in the Coen brothers' "Fargo." He vehemently disagrees.

"We don't set out to make fun of people," Payne says. "We want to have fun with people. We're not above our characters. We're of them."

And they'll be working together again. Payne won't reveal much about the next Payne-Taylor project, only that it's "a larger canvas and I've been watching and thinking about the movies 'La Dolce Vita' and 'Nashville.' "

THE SKINNY ON 'MACHINIST'

There's a shot near the beginning of "The Machinist" (see review on Page 34) that features a close-up of a Post-it note with the words "Who are you?" writ large across the screen. If director Brad Anderson has his way, viewers of his psychological thriller, which he hopes feels like a "Prozac nightmare," will soon start asking themselves similar questions. "It's meant to have a spooky, disconcerting feeling," Anderson says. "You don't know where you are, why you are, when you are."

Before shooting a single frame of the movie, filmed in a Barcelona that substitutes for a generic, timeless, industrial America, the director knew certain visual elements -- a "gunmetal gray-blue color scheme," for instance -- would be essential to telling the story of a man who hasn't slept in a year. "One of the effects of severe sleep deprivation," Anderson says, " is that you lose the ability to process bright color." That's in addition to the fact that the script called for a leading man who could pass for a "walking skeleton."

"I thought at first that Christian [Bale] would lose maybe 10 or 15 pounds," says Anderson of his star, who ended up dropping a shocking 63 pounds, or a third of his body weight, for the part of Trevor Reznik, who evokes a concentration-camp victim. "I thought we'd take care of the rest by putting him in makeup and baggy clothes." At the same time, though, Anderson says, he knew deep down that the actor "was going to go to the lengths that needed to be gone to."

"It wouldn't have had the same effect if he'd been 'sort of skinny' or just 'thin.' Trevor needed to be outrageously, terrifyingly gaunt."

The physical look of the character is just one of many stylistic choices that turned out to be essential, according to Anderson, enhancing the film's "elegant and spooky" mood to the point that watching becomes like "riding this weird, waking-nightmare vibe." Switching between Trevor's "claustrophobic" apartment to the "infernal" machine shop he works in to the "white, washed-out, antiseptic" airport coffee shop he hangs out at to an underground sewer tunnel floating with real, raw sewage -- the only time Bale actually complained, notes Anderson -- the filmmaker worked to achieve a kind of visual dissonance. "You're supposed to feel, 'Something's not quite right . . . something's not quite right.'"

While skirting preachiness, Anderson says he set out to tell a story that felt more like an old-fashioned "parable" than "some hip, contemporary movie."

"That's why it's not Technicolor," he jokes.

THE DOCTOR IS IN AGAIN

Stanley Kubrick really wasn't trying to be funny in early drafts of "Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb." But the movie's deadly serious premise (based on Peter George's novel "Red Alert") was so depressing and so absurd, it was laughable: that mutually assured destruction could follow the launching of one fired missile between the United States and the Soviet Union, even if it was fired in error. And with Terry Southern (the satirist who also wrote such '60s comic novels as "Candy" and "The Magic Christian") collaborating on the screenplay, there was little hope of the movie being anything but lethally funny. It's also, quite possibly, the greatest comedy of all time. And it has been rereleased on its 40th anniversary in a new print. Landmark's E Street Cinema is showing the film for one week.

There isn't space to describe the movie's many qualities, including Peter Sellers's immortal performances in three roles, as American president Merkin Muffley, Group Captain Lionel Mandrake and the sinister scientist Dr. Strangelove. But it bears repeated viewings and is extraordinarily timely, given the war atmosphere that permeates the world right now.

Watch the movie's hilariously terrifying war room scenes and tell me you didn't think of Vice President Cheney as you watched Sellers's wheelchaired Dr. Strangelove talking about global doom, or Defense Secretary Donald Rumsfeld when George C. Scott's Gen. Buck Turgidson attempts to play down the Soviet response to an all-out strike by the American military on their homeland.

"Mr. President, I'm not saying we wouldn't get our hair mussed, but I do say no more than 10 to 20 million killed, tops, depending on the breaks."

Whoa.

E.U. SHOWCASE

The European Union Film Showcase 2004, presented by the American Film Institute with the Cultural Counselors of European Union member states, comes to the AFI's Silver Spring and Kennedy Center theaters this weekend through Nov. 7. Once again, you can see the best recent films from E.U. states, 17 films in all from 15 countries.

This year's selections are very strong. They include Fatih Akin's "Head-On" from Germany, which won the Berlin Film Festival's Golden Bear award; a popular soccer film from the Netherlands, Joram Lursen's "In Orange"; the Tarantino-spirited "Kontroll" from Hungary, which was at this year's Cannes Film Festival; and the fascinating "The Alzheimer Case" from Belgium, shown at Toronto last September, in which an aging hit man realizes he has the disease.

Also at the showcase, all critically acclaimed or big award winners in Europe: French filmmaker Eric Rohmer's thriller, "Triple Agent," Spain's "South From Granada," the Netherlands' "Grimm," Italian director Ermanno Olmi's "Singing Behind the Screen" and "Upswing" from Finland.

For more information, screening times, ticket orders and other matters, visit AFI.com/Silver. Admission is $8.50. Tickets for the Silver Theatre (8633 Colesville Rd.) are also available at the box office starting at noon on weekends; 4:30 p.m. weekdays. For programming information, call 301-495-6700. Tickets for Kennedy Center screenings are available 30 minutes before the screenings at the box office in the Kennedy Center's Hall of States. Call 202-785-4600.

Incidentally, this weekend also marks the final weekend of the Kennedy Center location. It has been a long, storied run for its staff and patrons. Thanks for the memories!

-- Desson Thomson

and Michael O'Sullivan