This and fall, there are several fine films that have escaped the hype of pre-release publicity media spin. First up: Sideways, a buddy movie that is unafraid to paint its characters, flaws and all. Co-written (with Jim Taylor) and directed by Alexander Payne and based on Rex Pickett's novel, it stars Paul Giamatti (American Splendor) as Miles, a recently divorced, lonely high school English teacher and wine lover in L.A. His latest attempt to have a novel published seems doomed. The only event of importance in his narrow life is being the best man at the approaching wedding of his good friend Jack, an aspiring actor (Thomas Haden Church). First on the list of wedding activities is a week-long "bachelor trip" through the Napa Valley.

The two young men are a study in contrast: Giamatti is superb as the depressed loner, who just wants to taste wine and play golf. When Jack says they must find two willing women to celebrate his final days of bachelorhood, Miles cringes. Yet find them, they do, in local waitress and wine aficionada Maya (Virginia Madsen) and free-spirited wine pourer and mother Stephanie (Sandra Oh). The scenery of the Napa Valley and the talk of fine wines provide a memorable backdrop. The film is often hilarious, at times raunchy, and then absorbing. Church (familiar from TV's Wings, and George of the Jungle), is the perfect foil for Giamatti's character.

You'll love both guys, then find them exasperating. Madsen (of Dune, Fire with Fire, and TV's American Dreams) is an under-appreciated actress who brings a history to her role. Oh (from TV's Arli$$, and also Payne's wife), is cool, tough, and very funny. Sideways is picturesque, provocative, and a joy, but strictly-and I mean, strictly-for adults.

Kinsey is the long-awaited movie about the life and work of the late Alfred Charles Kinsey, whose name is synonymous with the psychology of sex. In 1938, Kinsey, a zoologist at Indiana University, was asked to teach a course on sex education for engaged and married students and was shocked at the lack of available scientific knowledge and the misinformation his class had received from clergy and parents. In 1942, he launched the Institute for Sex Research. The Kinsey Report: Sexual Behavior in the Human Male was published 1948 and The Kinsey Report: Sexual Behavior in the Human Female in 1953.

Liam Neeson is brilliant in the title role. Although he sometimes struggles to hide his Irish accent, he aptly shows the vulnerable side of the researcher, who faced opposition at every turn when he dared to investigate the private lives of his students, and anyone else willing to talk to him. Over the years, Kinsey and his research team gathered an amazing 18,000 sexual histories.

Laura Linney (Love Actually, Mystic River) portrays Clara, one of Kinsey's early students, who eventually married the shy professor. Linney, like Julie Christie in her day, has the ability to look ordinary, then breathtaking. She conveys nearly every emotion imaginable in this controversial story, and ages convincingly. Chris O'Donnell, sad-eyed Peter Sarsgaard, and Timothy Hutton portray Kinsey's young assistants, trained to ask questions honestly and get the truth.

Kinsey changed the way Americans dealt with sexuality, no small accomplishment. The filmmakers were wise to rely on an actor of Neeson's stature. The project was closed seven years after Kinsey's death in 1956 at the age of 62, but the Kinsey Institute for Research in Sex, Gender, and Reproduction continues its work. One can only wonder what this bold researcher would have thought of the mores and morals prevalent in 2004.

Undertow, directed by David Gordon Green, is the violent, sobering story of two brothers coming of age in tragic circumstances in rural Georgia. The film focuses on widower John Munn (Dermot Mulroney), who moves his sons to an isolated farm, apart from the outside world. Yet reality comes crashing down around the boys when their uncle Deel, an ex-convict portrayed by Josh Lucas, arrives at the farm and murders their father during a fight. Convinced that they will be the next victims, the boys flee, setting off a long, drawn-out chase. Undertow is a sad but powerful experience, a movie of quiet courage.

Jamie Bell, born and raised in Billingham, County Durham, England, seems an unlikely choice to play a lad from the South, yet he is perfectly cast in the role of Chris, the older brother. Remember that in 2000, Bell had the title role in the brilliant, working-class dance film Billy Elliot, and will appear in the 2005 remake of King Kong. He affects a rural Georgia accent superbly-a task that not every English actor could accomplish. (Success even eluded the great Olivier in his repeated attempts to play Americans.)

Young Devon Allen portrays Tim, the sickly kid brother with whom he journeys through the underbelly of the South. As the much-feared uncle, Josh Lucas (Around the Bend) is sleazy, slovenly, cruel, and dangerous. It is a role that gives this promising actor an opportunity to show considerable range, and he never overplays his villainous counterpart.

On a more entertaining note, this fall Jamie Foxx offers a brilliant title performance as the late American music icon Ray Charles, in the film, Ray. Foxx seamlessly becomes the great singer and performer, who dabbled in every music genre, and is credited with blending gospel and secular music to create soul, and laying the foundation for rock 'n' roll. We see his rise from dirt-poor, Depression-era Florida, the gradual loss of his eyesight at age seven, and his rise to fame and fortune, thanks to the firm direction of his single mother. Along the way, he succumbs to a weakness for women and drugs, then triumphs over his addictions. The film avoids most of the clichés usually seen in screen biographies and is one of the few films this season which lives up to its pre-release buzz. Come Oscar time, Foxx's work could be one by which all others this year will be judged. Oddly enough, there are no other stars in the film; you may recognize a few vaguely familiar faces, but director and producer Taylor Hackford (who directed An Officer and a Gentleman) wisely focuses everything on Ray's persona. A few trite devices to show the passing of the years and some stock footage don't diminish the powerful effect of this movie. Since Ray's life was so public, there aren't many surprises. What will amaze you is how this actor seems born for this role.

As fall advances, sit back and enjoy these gems-before the blizzard of holiday films hits!