Just saw this again. It's been one of my five or six favorite films since I was a teenager, but I hadn't seen it in years.<br /><br />Wow. It really holds up. And looking at it through the eyes of someone who's been acting for thirty-odd years rather than the eyes of a teenager really makes a difference. There's some really fine work in this movie. I've never quite believed Burgess Meredith did (or could do) a day of hard labor like bucking barley in his life, and it's very tempting to think of what someone else might have done with the part. (Lewis Milestone tried to borrow first James Cagney and then Humphrey Bogart for the part. Neither would have been terribly convincing as guys who grew up in the San Joaquin Valley, and I have a hard time thinking of Bogart in the role. Cagney would have been very interesting, even if not quite right.)<br /><br />This time through, I paid close attention to the acting work of people I'd never given much thought to in that regard, as far as this movie goes. Charles Bickford is really good, and Betty Field is superb. The movie was nominated for four Oscars, including Best Picture (of 1939!!), but none of the actors was nominated. Of course it was a tough year, one of the toughest ever. But in another year, I suspect Lon Chaney Jr. would have been nominated for the performance of his career. His performance has been so imitated over the years that it might not seem so special nowadays, but I tried to find something to critique about it and I simply can't. He's believable and heartbreaking without seeming, to my eyes, the least bit forced. But the standouts are Leigh Whipper and particularly Roman Bohnen, who play Crooks and Candy, respectively. Whipper had played Crooks on Broadway and his experience with the role shows. Crooks's forthrightness about the burdens of being the only black man in a white community are a little startling for 1939, as is his disdain for the whites who enter his "sanctuary" uninvited. Bohnen is just remarkable, one of the most heart-wrenchingly touching performances I've ever seen. (Not surprisingly, he gave another such performance as Dana Andrews's father in THE BEST YEARS OF OUR LIVES.)<br /><br />Aaron Copland's music and scoring were both nominated for Oscars. Copland only composed six feature film scores (the others: OUR TOWN, THE NORTH STAR, THE RED PONY, THE HEIRESS, and SOMETHING WILD). OF MICE AND MEN was his first. Every score of his I've heard is a masterpiece, and it's hard to say which is "best." Suffice it to say that his first is a contender, and one of the best film scores ever written.<br /><br />Although based on Steinbeck's novel, the film owes much to the play Steinbeck also wrote. Lewis Milestone manages to avoid any sense of being stage-bound, though his wide-open-spaces shots are quite limited. I was really impressed by his staging. There's one really nice shot of Meredith and Bickford talking in a barn. As Meredith leaves, the camera pulls back, keeping both actors in frame, until the entire interior of the barn is revealed and shown to be huge, much larger than it had felt. It's a simple shot made by a clear master.<br /><br />I'm not a great fan of Gary Sinise's remake, particularly as to how the ending was handled. The one great advantage Sinise had was color. There are shots in the 1939 version where I could imagine the color and where I felt robbed by its absence. It's not a black-and-white film that particularly exults in its black-and-whiteness. Had it had a larger budget, perhaps it could have been made in color, which would have served it very well. But all in all, I'm thrilled that this favorite of mine for decades holds up and actually exceeds my fond memories.