Seven years ago, when I was in high school, I was assigned to read and study John Steinbeck's 1937 novella, "Of Mice and Men", in my English class, and it's no surprise that I still remember it clearly now, as it's not a story to forget. Shortly after reading the book, we were shown the 1992 film adaptation in that class. I first heard about this much earlier adaptation of the book around that time, but it took me seven years to finally get around to watching it, even though I had been intending to watch it for quite a while by the time I did. I knew this version was widely praised, which gave me fairly high expectations. It may not have fully met these expectations, but if not, at least it came very close, and I would say it's just as memorable as the book.<br /><br />In the 1930's Great Depression era, George Milton and Lennie Small are two migrant ranch workers in California who dream of having their own place someday. Lennie is big and strong, but he is also mentally handicapped, and George has to look after him. He means well, but often gets into trouble, doing things he doesn't realize are wrong, and George is always the one who has to get him out of it. After leaving town to escape from a mob started by Lennie feeling a woman's dress, the two of them soon get jobs on another ranch. Here, their co-workers include Candy, an elderly man who won't likely be able to work on the ranch for much longer, and Crooks, a crippled black man who faces discrimination because of his race in this era. The ranch owner's son is Curley, a belligerent young man who hates Lennie from the moment he first sees him, and has a lonely wife named Mae, whom he tends to neglect, but doesn't want any other men to have anything to do with her, being the jealous type.<br /><br />The cast really helps carry this film, including the two co-stars, Burgess Meredith as George and Lon Chaney Jr. (the son of the "Man of a Thousand Faces," Lon Chaney) as Lennie. Both of these actors fit their roles well, and are both memorable. Chaney's portrayal of a mentally handicapped character may not be flawless, but it's still good. Most of the other cast members' performances also stand out, and it helps that they were clearly given a good script. There are times when the score doesn't fit the scene very well, and there may be certain other slight flaws, but they are far from enough to ruin the movie. In addition to the acting and script, there are a number of very interesting characters, several of whom one can easily sympathize with, and some very well crafted heartbreaking scenes, starting with Candy losing his dog. The score in these scenes does fit them well. This adaptation of Steinbeck's novella was also very nicely filmed.<br /><br />This first ever film adaptation of a John Steinbeck story is not perfect, but overall, it's still very good, and very faithful to the book. It does take some liberties, such as giving Curley's wife a name, and they obviously left out some detail, but the differences are minor, at least for the most part. Anyone who has read the book knows that "Of Mice and Men" is not a cheerful story. It's a tragic drama set in a tragic era, and this movie is much the same as the book, so keep that in mind if you're planning to watch it. If you're an emotional kind of person, you could easily find tears in your eyes at times, and if you're not, you could still at least come close to tears. If you've read the book and were impressed with it, and/or you like dramas from the classic era in general, I really think this 1939 screen adaptation is worth checking out.