General · EdgepediaOctober 3, 20269 min read

Of Mice and Men (1939 film)

Of Mice and Men is a 1939 American black-and-white drama film directed by Lewis Milestone, adapted from John Steinbeck's 1937 novel and his 1937 Broadway play of the same name. It was the first screen adaptation of a Steinbeck novel, and it came to be made through an unusual route: producer Hal Roach agreed to settle a contract dispute with Milestone out of court by producing the film.¹ Burgess Meredith plays George Milton and Lon Chaney, Jr. plays Lennie Small, two itinerant farm workers chasing a stake of their own in Depression-era California.²

Key fact	Detail
Director / producer	Lewis Milestone; produced by Hal Roach as settlement of a contract dispute with Milestone¹
Source	Steinbeck's 1937 novel and the 1937 Broadway play produced by Sam H. Harris and staged by George S. Kaufman; screenplay by Eugene Solow²
Lead cast	Burgess Meredith (George), Lon Chaney, Jr. (Lennie), Betty Field (Mae), Charles Bickford (Slim), Roman Bohnen (Candy), Bob Steele (Curley), Leigh Whipper (Crooks)²
Key crew	Music Aaron Copland; cinematography Norbert Brodine; editing Bert Jordan; art design Nicolai Remisoff³
Format and length	Black and white, sepia tone; 104 minutes per the AFI Catalog and UCLA, listed as 107 minutes by TCM and streaming databases²^•³
Release	New York opening December 24, 1939; United States release January 12, 1940; copyright United Artists, February 2, 1940²
Recognition	Academy Award nominations for Best Picture, Best Score, and Best Sound Recording; named to the National Board of Review's ten best films of the year²

Spoilers

Plot

California's San Joaquin Valley, the Depression years. George Milton (Burgess Meredith) and Lennie Small (Lon Chaney Jr.) flee a posse and jump a freight bound for farm work, arriving at a ranch near Soledad¹². The arrangement between them is old and simple: George does the talking, gets work permits for both of them, and keeps Lennie out of trouble; Lennie, who is simple-minded and doesn't mean any of the trouble he causes, obeys¹³. The standing plan, rehearsed like a prayer, is that if anything goes wrong Lennie is to hide in the brush by the river and wait for George to come.

The ranch gives them both work and danger. Curley (Bob Steele), the boss's son, is a small man with a boxer's grudge and a new wife, Mae (Betty Field), who drifts around the bunkhouse hungry for company. Candy (Roman Bohnen), the old swamper, warns the newcomers to stay away from her¹². Candy also has an aging, half-crippled dog that the other men are pushing him to have shot, and the scene in which the dog is taken out and put down is one of the most quietly devastating in 1930s American cinema¹⁴. Afterward Candy says he should have done it himself.

The dream stops being a daydream when Candy offers his life savings toward George's little farm, a place with rabbits where nobody can fire them¹². For a few scenes it seems like it might actually happen. Then Curley, in a jealous rage, pummels Lennie, who retreats in terror until George tells him to fight back, and Lennie grabs Curley's fist and crushes every bone in his hand¹⁴. Mae later finds Lennie talking with Crooks (Leigh Whipper), the crippled Black stable hand and the ranch's only intellectual, and deduces that Lennie was the one who mangled her husband. Curley orders her off the ranch¹².

The barn scene is the film's climax, and the reason people remember it. Mae, kicked out and restless, comes to the barn and finds Lennie there, hiding the puppy Slim gave him, which he has already petted to death. What follows is not a seduction scene but a meeting of two lonely people: Field delivers a monologue about how she wound up married to Curley, how a man once told her she could be in pictures, how she's still going to Hollywood someday. Lennie keeps repeating the same lines back at her until she calls him goofy, then invites him to touch her soft hair, the one soft thing in the scene that is actually alive. He can't stop stroking it, she panics, he panics harder, and he breaks her neck without ever understanding what he's doing¹⁵. Milestone plays it as kindness curdling into catastrophe, both of them dreamers in a hard world¹⁶.

Lennie flees to the brush by the river, exactly as the plan says. George knows where he'll be, and knows what Curley's lynch mob will do when they find him. He gets there first. Lennie, terrified, asks George to tell it again, the farm, the rabbits, the patch of alfalfa, and George tells it one last time, steady-voiced, while Lennie looks out across the water and is, for the only time in the film, completely at peace. George shoots him in the back of the head. Slim (Charles Bickford) walks George off afterward.

Characters

George Milton (Burgess Meredith) is Lennie's friend, minder, and keeper, a quick-talking drifter who dreams of a place of his own and is ultimately forced to turn executioner rather than let society's justice loose on his charge¹⁷.

Lennie Small (Lon Chaney Jr.) is a gentle giant with a fondness for soft, furry things and a tendency to pet too hard when panicked¹⁷. It is widely regarded as the best work of Chaney's career¹⁸.

Mae, Curley's wife (Betty Field), is the isolated, frustrated young bride of the boss's son, played as a blend of innocence, sexuality, scorn, and piteousness¹⁹.

Candy (Roman Bohnen) is the aging swamper whose old dog and whose life savings both become tangled in George's dream. Slim (Charles Bickford) is the mule driver and the one man who understands what George carries. Curley (Bob Steele) is the boss's jealous son; Crooks (Leigh Whipper) is the stable hand, given a rare unstereotyped portrait as the ranch's only intellectual¹⁴.

Interpretations and controversies

The mercy killing at the end has divided audiences since the premiere; the tragic ending disappointed crowds and helped sink the film at the box office²⁰. The killing of Candy's dog earlier in the film is widely read as the deliberate mirror of the finale, the question of what you owe the dependent answered twice¹⁴.

Production

The film originated in a lawsuit. According to the UCLA Film & Television Archive's account, Hal Roach agreed to settle a contract dispute with Milestone out of court by producing the picture, a decided departure from Roach Studios' comedy fare.¹ The AFI Catalog adds that Milestone and Rowland Brown had purchased the screen rights to the play and planned to co-produce, with Brown writing and Milestone directing; early casting ideas included Guinn Williams for Lennie and, negotiated with Warners, James Cagney or Humphrey Bogart for George.² Production began in mid-August 1939, with location work at Agoura Ranch in Agoura, California.²

Casting. Milestone's choices for the leads were not obvious stars for the material, but, as the TCM essay puts it, his intuition paid off: both Meredith and Chaney deliver arguably the best work of their respective careers in the film.³ Chaney's casting followed his appearance in the 1937 Broadway stage production.⁴ Around the leads, the supporting cast included Betty Field as Mae, Charles Bickford as Slim, and Roman Bohnen as Candy, performers the UCLA notes describe as fleshing out the desperate world of itinerant farm work in Steinbeck's Salinas Valley.¹ Bohnen's onscreen credit even read "Roman Bohnen, (Candy in the film) courtesy of the Group Theater of New York," and fellow Group Theater and Broadway cast member Leigh Whipper played Crooks.²

Adaptation from novel and play

The film draws on both of Steinbeck's versions of the story. The AFI Catalog records it as based on the novel Of Mice and Men (London and New York, 1937) and on the play of the same name as produced by Sam H. Harris and staged by George S. Kaufman, which opened on Broadway on November 24, 1937.² Steinbeck himself had written the stage adaptation, the first of his works to reach Broadway.⁴

The 1939 film follows the source closely in places. A comparative study of the story's versions notes that in the scene running from Carlson leaving the bunk house with Candy's dog to the sound of the gunshot, the film matches the short story's speeches word for word and its actions line by line.⁵ Elsewhere it softens or cuts material: the same study observes that the film has no Vaseline glove, no cat house, and no legs for Lennie not to look at, and that Lennie pets a bird rather than a mouse.⁵ A scholarly comparison of the 1939 and 1992 adaptations argues that every film adaptation, being the subjective interpretation of its adapters, should be studied as an autonomous work rather than judged by criteria of fidelity.⁶

Reception and legacy

The picture earned three Academy Award nominations, for Best Picture, Best Score, and Best Sound Recording, and was included in the National Board of Review's list of the ten best films of the year.² Aaron Copland's score has drawn continued scholarly attention; a Cambridge University Press study of his Hollywood film scores devotes a chapter to the film under the heading "Scoring Morality."⁷ TCM's retrospective essay calls the film's tragic, violent ending one of the most memorable in movie history and describes the picture as one great film from 1939 that slipped through the cracks over the following decades.³

For Meredith the film marked a turning point in his career and began a lifelong friendship with Steinbeck, who later wrote two novels, The Moon Is Down and Bombs Away, at Meredith's Mount Ivy, New York home.³

Later adaptations. Steinbeck's story returned to the screen twice more, in 1981 and in 1992, the latter directed by Gary Sinise, who starred as George opposite John Malkovich as Lennie.⁸^•² MGM announced a further remake in 1991 for release in spring 1992.⁹

Preservation and availability

A preservation of the film, funded by The Film Foundation and The Hollywood Foreign Press Association, was presented by the UCLA Film & Television Archive, restoring the film's original sepia tone images.¹ The film carries a PG age rating and holds a 7.8 rating on IMDb from roughly 7,600 votes.¹⁰ As of late 2026 listings it streams in the United States on HBO Max, Artiflix, and Tubi (free with ads), with rentals on Prime Video from $1.99 and digital purchase from $4.99; it is not on Netflix or Disney+ in any country.¹⁰^•¹¹

References

Initially written Oct 3, 2026 · Reviewed: Oct 25, 2026 · Edited: Oct 15, 2026; Oct 25, 2026; Nov 1, 2026