This is a magnificent film directed by Lewis Milestone, who made so many superb movies. It is a bit dated and 'stagey' in its opening minutes, partly because it is taken from the play, not the novel, by John Steinbeck, and also because so many of the outstanding cast were only making their second or third film, and needed warming up and getting used to the camera. Once into its stride, however, this classic tale progresses with relentless fatality to explore all the sadness of loners and drifters with such heart-breaking intensity that it really gets you at gut level. In a sense, the loneliness, impossible dreams, and searing heartaches of the many drifting, unfulfilled, and lost characters are the real heart of this story, which thus embodies the pain of the Depression in the personal lives of several people who suffer, suffer, and, well, suffer. The main storyline is the touching relationship of the retarded giant Lennie, played by Lon Chaney, Junior, and his friend who travels and works with him, and looks after him like a zealously protective brother, played by the young Burgess Meredith. Although Chaney over-acts, he over-acts consistently, which is the secret of over-acting successfully. The result is that Chaney's character achieves full pathos, despite not being a particularly subtle performance. Chaney is no restrained and measured Dustin Hoffmann, and when he is playing someone retarded, he flaunts it, and blurts it. But we accept that. He is the gentle giant who crushes all the little rabbits and puppies he loves because he can never understand his own strength, and his pathetic efforts to remember the simplest things are totally convincing. Burgess Meredith, near the beginning of his film career, gives one the finest of his many inspired performances, showing a shining power of love and devotion rarely seen on the screen with a male character, or someone who is neither father nor mother. Betty Field, also starting out on the screen, is superb as the young wife on the ranch tormented by boredom almost to the point of insanity. The scene where she and the retarded Lennie sit and 'converse', never really connecting but each pursuing a desperate individual monologue, is one of the most effective scenes of its kind ever filmed. This film contains so many moving performances that it is like a showcase of pathos. Roman Bohnen, astonishingly aged only 45 at the time (and he died aged only 54! - a great loss!), plays a pathetic old man desperately attempting to grasp a last thread of a possible dream, having had the only love of his life, an old dog, torn from him and shot, so that he is deprived of anything and everything, stripped bare, a naked, lost soul, as so many in this story are lost souls. Leigh Whipper is outstandingly subtle in his portrayal of an ostracised black worker who mixes bitterness, sympathy, love, hate, and venom all in one well-rounded package, an incredible achievement in a short time on screen. Bob Steele is totally convincing as the repellent young husband of Betty Field, whose manic jealousy and general paranoia rise steadily to a crescendo of intensity. This is a desperate film about desperate people. The relationship of the hopelessly retarded Chaney with his friend Meredith is completely convincing, and heart-breaking to the ultimate degree. One hopes that some of these characters can achieve some semblance of a dream, that even one of them can escape the endless wheel of torment and emotional deprivation and lack of fulfillment. I have known people who resembled these more than is comfortable. This multiply tragic tale is not just devastatingly close to the bone, it is the bone.