This is a beautifully crafted version of the play adapted from John Steinbeck's novel, and while there are fine things in it, I also find glaring faults worth pointing out as well. This story of the smart little guy and the very dumb big guy, set against the backdrop of the California of the Depression period, has all the makings of a classic, yet somehow it falls a little short. Not by a million miles, but there are problems with it, especially where the Steinbeck-as-biologist philosophy of life comes into play, and we realize that the author, for all his compassion and love for living things, also views all animals as the same. Men and dogs, rabbits and mice, are equally worthwhile in his view, and he continually (and the script is sedulous to a fault in this regard) emphasizes this here and elsewhere in his writings, and the result is a kind of pantheistic regard for everything that lives, which is wonderful and idealistic, but alas impractical. It's also bad psychology. The continual parallels between, for instance, big stupid Lenny and Candy's sick old dog, which might work in a purely poetic context, seem too manufactured for drama. Steinbeck shows here and there a great latent insight into the human condition in general; his empathy his real, and one truly senses that he at times truly loves his characters; but when it comes to particulars he falls down, and in the end has little to say. The human condition interests him alright, but people are almost interchangeable in his world, but for their size or brains, and their inner lives hold no interest for him. The movie, once one accepts the limits imposed on it by the book, is a fine piece of work. I wish that John Ford could have had a crack at this, yet director Lewis Milestone does an excellent job with the material; he is at all times sensitive and observant, letting each actor strut his stuff. His feeling for nature, so central to the book, is not so great, yet this could have been imposed on him by budgetary restraints. Producer Hal Roach was a notorious skinflint. Lon Chaney, Jr. as Lennie is excellent. I wish that the character had been fleshed out more. He's almost too good to be true. The only harm he does others comes from his not knowing his own strength. Fair enough. Yet at times he seems too saintly. The mentally impaired can be lovable, as indeed Lennie is in many ways, but even they have bad hair days, and I wish that just for once Lennie had showed a petty or venal side. When he defies George, his "keeper", he always feels contrite in the end. For once it would have been nice for him to have done a bad thing, not told George about it, just for kicks, and felt good as a result of his little "rebellion". But this would have revealed Lennie an an authentic, evolving, genuine human being, and Steinbeck wasn't interested in this, so Lennie remains a symbol. It is to Chaney's great credit that he never seems like one. Burgess Meredith, as the brainy little George, looks out of place among the rugged ranch-workers. He was an inherently urban type, and though he could play small-town midwesterners with great relish at times, there was always that impish glint in his eye that suggested that he knew much, much more about life than his character did. In this film he is quite young and rather delicate looking, and while one can imagine that Lennie would admire him for his brains, he has no air of authority about him, no real life gravitas to ground him in reality. He basically comes off like what he is: a finely trained classical actor essaying a modern role. That there's no trace of chemistry between Meredith and Chaney is a serious flaw in the film. In smaller roles, Roman Bohnen and Charles Bickford do solid work, the former especially has a lot of emoting to do, and is very credible. As the bored ranchwife Mae, Betty Field does not give her best performance. This fine stage actress had yet to learn to act for the camera. Only in her final scene with Lennie does she come to life; sadly, it's too late. Leigh Whipper as Crooks, the black man who can't stay in the bunkhouse with the rest, shows a nicely malevolent side, and comes near to creating the one fully-rounded character in the film, but goes sentimental in the end. Too bad. Cowboy actor Bob Steele brings a nice touch of the Old West to the swaggering Curly, and I wish that he, rather, than Meredith, had been cast as George. Aaron Copland's music is used intelligently, and its soaring near the end seems appropriate to the effect the film was trying to create, which was one of tragic humanity rather than tragic human beings. Meredith rises to the occasion when the dialogue goes poetic, redeeming himself somewhat in the process. The best things in the movie are incidental, such as the ongoing fantasy George and Lennie share about buying a little farmhouse for themselves, where no one can tell them what to do, and if they want to go to the circus there's no boss around to tell them otherwise. When Candy joins in and becomes a partner in their little dreamworld the film begins to hum, and one wishes that in these moments it could have gone off-track and become another movie altogether, about little guys finding a place for themselves in the world. But Steinbeck was hunting bigger game than this, and the tragedy he imposed on the story, while believable enough, is an awful letdown, for the viewer as much as for George.