“I want to make films all over the place,”Alexander Payne said in a recent Dallas interview. The writer-director, born and bred in Nebraska, had shot his first three films–“Citizen Ruth,” “Election” and “About Schmidt”–primarily around his native Omaha. But the witty, perceptive “Sideways,” his fourth, has an entirely different setting from what’s sometimes called his Nebraska trilogy–the wine country outside Santa Barbara, California, where the two lead characters, old college roommates, tour the area in the week preceding one’s wedding, looking (in the case of the best man, a dyspeptic, divorced would-be novelist) for good vintages to sample and (in the case of the guy about to be hitched) a good lay, too. Payne, who adapted the script with longtime collaborator Jim Taylor from a novel by Rex Pickett, admitted that the location was a change, but hardly a revolutionary one. “For me it wasn’t such a big deal, because I never set out to be the Omaha guy, the Omaha director,” he said. “It just happened that [with] my early films, I wanted to go back home and shoot.” (And he went to great lengths to do so: the book on which “Schmidt” is based, for instance, was actually about a retired lawyer, and was set in New York City and Long Island.) With “Sideways,” on the other hand, Payne spared no effort to capture the character of the area where Pickett’s novel was situated. “I moved up there in May and visited all the wineries in Santa Barbara county, all the wineries and tasting rooms, and then visited with other winemakers and scoured the whole region for locations,” he said. “We were covering an area basically the size of Rhode Island.” And he added: “We had really, really good luck getting [permission to use] the locations we wanted.”

Though Payne emphasized the picture’s fidelity to the novel, often pointing out elements that were simply drawn from the book, he noted that it wasn’t he who’d discovered Pickett’s work. “This novel…was found by Michael London, the producer,” he explained. “He had been friends with Rex Pickett, the novelist. And Michael had gotten ahold of the novel–I think he’d even sent it around to studios. Everyone had said no, of course, and then they started thinking about what specific directors might be interested, and Michael thought of me. It came to me in 1999, it sat on a stack for a few months, I got around to reading it in August of ’99 and just went nuts for it. I committed to make this one after [‘About Schmidt’]. But I was paying for it–I mean, every year the producer and I were sharing the payment for the option to the book. And then later Jim Taylor and I wrote the script on spec–you know, not being paid–and then Michael London and I cast the movie out of our own pockets…and then we went to studios with our little package.” They eventually made a deal with Fox Searchlight, and Payne seemed happy with the result–except for one matter that might be small on other films but loomed larger on this one: the auditing department informed him “you can’t put liquor on the budget. Well, that wasn’t going to work with this film”–in which bottle after bottle of wine is consumed. (As Payne admitted, before he made “Sideways,” he himself was little more than “an enthusiast, a wine-liker” and that he “looked forward to making this film as a way of learning more about wine…and to push through that barrier of just reading about wine and ordering it in restaurants and buying it in a winestore.”) The wine-budgeting problem, happily, was fairly easily worked out.

The casting process had unusual results, given that “Schmidt” had given Jack Nicholson such a rich part and after its success many well-established stars were interested in working with Payne. Giamatti was chosen for the part of the troubled wine-lover before his spectacular turn in “American Splendor” was released, and Payne couldn’t be more fulsome in his praise. “He’s just so different in every film,” he said. “He can just do anything, this guy. He’s really good–and I know that now from working with him. Every take is just unbelievably good. [He’s] a total pro.” Church had auditioned for “Schmidt”–the role eventually played by Dermot Mulroney–and Payne simply remembered him this time around. “I thought he’d be perfect” as the lascivious has-been actor, Payne said, and he believes he was right. The selections were equally unexpected for the two women the guys get involved with–Virginia Madsen, who reaches a new career highpoint as the recently-divorced waitress whom Giamatti haltingly romances, and Sandra Oh, the director’s wife, as the volatile wine-pourer Church has a fling with. Of directing his own spouse, Payne said, “It worked out pretty well. She actually had to obey me–that was so nice!” He quickly added: “But I really am anti-nepotistic. I wouldn’t have hired her if I didn’t think she was perfect for the part, which I think she was.”

After the casting was completed, it was essential that there be rehearsal time, especially between Giamatti and Church, whose relationship had to carry so much of the film. “That was crucial,” Payne said. “I’d never really had time to rehearse for my films before, because my budgets have been so low. This time I insisted I needed two weeks before we shot. Not to rehearse, per se, necessarily, although we certainly did, but to get them together, because if you didn’t believe their chemistry, their relationship, then the whole movie is going to stink, it’ll be false. Fortunately, though they’d never met before rehearsal, they really hit it off.”

In the actual shooting, Payne kept things remarkably simple. “One of my ideas for the film was to somehow combine the feeling of the American films of the late ’60s and early ’70s with an Italian comedy of the late ’50s, early ’60s. The look of the film I wanted to have that charactery, just human feel of basically a ’70s movie, like a Hal Ashby movie… I’m pretty old-fashioned in how I make films. I don’t use a monitor and I don’t like steadicam. Basically, it’s just a tripod, dolly and hand-held [camera]. And as regards sound, I really don’t like to use the surround speakers. It’s almost a mono film, it’s almost not even stereo–it’s kind of like you’re watching a movie at a revival house. [That’s] kind of the feeling I wanted to give it.”

That doesn’t mean that Payne hasn’t considered accepting a job directing big-budget studio movies (he spoke enthusiastically about “Spider-Man 2,” for instance), despite the unhappy experience he and Taylor had working on “Jurassic Park III.” (He said: “They hired us, we wrote them a whole new script, and then they got rid of it all…all of our jokes and all the character stuff. We were hired to make the people human beings and to give a reality to it, and then they took it all and made a theme-park ride out of it.”) Still, he did take a meeting, as they say, on “Charlie’s Angels” (“But I had a bunch of rewrite ideas for the screenplay that kind of turned them off…one Angel, we wanted to give her an abortion–they didn’t really go for that”) and briefly considered taking on a major “Harry Potter”-like franchise (“But the trouble with that is, I just started thinking about all the meetings [on special effects]; it’s just too hard, it’s hard enough just to get real people to do stuff”) before deciding against it. Fortunately, Payne didn’t allow one of his own dislikes to affect a hilarious scene in “Sideways”–when the two guys get to play a none too successful game of golf. “I thought about dumping it, actually,” he admitted. “And it’s one of the biggest laughs in the film, and I never would have known that–I thought about getting rid of it, because I sort of hate golf. I’d never played, and I played three times because I had to direct golf. So I said, I have to play golf. So I played three times, and I think it’s even stupider now than before I played. I just can’t get into it.”

But the success of his first three films, and the strong critical buzz on “Sideways,” have made it somewhat easier for Payne to make the sort of picture he wants to. “I’m having to fight less,” he said. “It’s never easy, but it’s less hard now.” Still, he keeps a close eye on costs whenever he chooses a project: “I keep that in mind when budgeting a film, because I want my budgets as low as possible and [try] to keep my shooting style as disciplined as possible, so my movies don’t go over budget. Because if I want to keep making non-standard fare, I can’t afford for my movies to lose money.”