This early adaptation of John Steinbeck's novel isn't a children's film in the traditional sense; it certainly wasn't upon its 1939 production, when it attracted a bidding war among serious actors for its two lead roles and received an Oscar nomination for Best Picture after its release. In fact, not a single child appears in its 106-minute length; its story ends quite tragically; its prominent themes include the sexual double standard men impose on women, the doomed hopes of the lower class, and the impossibility of innocence in a world full of jealousy and hypocrisy. Not exactly standard kiddie fare, even though Lenny, its mentally retarded sacrificial lamb, embodies all of the gentle giant character attributes that have been explored (or driven into the ground) in such relatively recent films as Big (1988) and Jack (1996). Lenny and his self-appointed guardian, George, are transient farm hands who often find themselves running from the law because of Lenny's "mistakes," which involve innocent temper tantrums and his too-big, lumbering presence. The two are finally hired on a new ranch, but despite George's warnings and plans for a better future, Lenny incurs the wrath of Curley, the ranch owner's son, and accidentally strangles Curley's mopingly sympathetic wife when she responds with a scream to Lenny's innocent attentions. The proceedings seem a bit heavy-handed at first, and, suffice it to say, Lenny ends up a martyr with an important air about him, but along the way, Lewis Milestone’s assured, noble imagery and fable-like direction, along with Aaron Copland's classic score, transforms the film from what might have been dated Academy Award hopeful into a timeless portrayal of innocence and corruption at dramatic odds with each other—all of which makes for a wide-eyed dramatic experience perfect for older kids who respond so well to Newberry award-winners and the adults who recognize the importance of substance and dramatic excitement in their developing lives.