Of Mice and Men (1939): Making of Lewis Milestone’s Masterpiece out of Steinbeck Literary Classic

Lewis Milestone had been impressed with both Steinbeck’s novella Of Mice and Men and its 1938 stage production, a morality play set during the Dust Bowl, and he embraced the film project with enthusiasm.

Producer Hal Roach hoped to emulate the success of director John Ford’s adaption of another Steinbeck work, The Grapes of Wrath (1940).

Both films drew upon the political and creative developments that emerged in the Great Depression, rather than the approaching 1940s and the impending conflict in Europe.

Milestone enlisted Steinbeck support for the film and the author “essentially approved the script” as did the Hays Office who made only “minor” changes to the scenario.

The film opens with what was at the time an innovative device, a visual prologue that sets the mood, tone and themes, identifying the lead characters, George and Lennie (played by Burgess Meredith and Lon Chaney Jr., respectively) as itinerant laborers, even before the credits are displayed.

As interpretation of a literary work, Of Mice and Men managed to convincingly blend the elements of each art form. Milestone maintains the ” anti-omniscient” detachment that Steinbeck applied to his novella with a cinematic viewpoint that matches the author’s literary realism.

Milestone placed emphasis on visual and sound motifs that serve to develop the characters and themes. He conferred carefully on image motifs with art director Nicolai Remisoff, and cameraman Norbert Brodine and persuaded composer Aaron Copland to provide the musical score.

Critic Kingley Canham points to the importance Milestone placed on his sound motifs: “the [musical] score, one of several scored for Milestone by Aaron Copland, played a decisive role in the form of the film: natural sounds and dialogue sequences were interpolated with the music to act as complimentary motifs to the visual and narrative development.”

The picture garnered Copland nominations for both Best Musical Score and Best Original Score.

Milestone, who preferred to cast “relative unknowns”—in this case influenced by budgetary restraints—Lon Chaney Jr. to play the childlike Lennie Small and Burgess Meredith who plays his keeper George Milton.

Actress Betty Field, in her first important feature, plays Mae, the faithless spouse of straw boss Curly (Bob Steele).

Though nominated for Best Picture of 1939, Of Mice and Men competed with a veritable pantheon of Hollywood films: The Wizard of Oz (Victor Fleming), Stagecoach (John Ford), Goodbye, Mr. Chips (Sam Wood), Mr. Smith Goes to Washington (Frank Capra), Dark Victory (Edmund Goulding), Love Affair (Leo McCarey), Ninotchka (Ernst Lubitsch), Wuthering Heights (William Wyler), and the winner, Gone with the Wind (Victor Fleming).”

Despite critical accolades for Milestone’s Of Mice and Men, the tragic narrative that ends in mercy-killing of the doomed Lennie at the hands of his comrade George was less than gratifying to audiences, and it failed at the box office.