John Steinbeck's classic novel "Of Mice and Men" gets its third movie treatment, having been filmed previously for the big screen in 1939 (starring Burgess Meredith and Lon Chaney Jr.) and for television in 1981 (with Robert Blake and Randy Quaid). (Only the latter version is on video.)

This time out, however, director/producer/star Gary Sinise gives us a more clear-eyed vision of the story of downtrodden George and feeble-minded Lennie, who "travel together." The story is set in California during the Depression, where George (Sinise) and Lennie (John Mal-kovich) take work as farmhands, hoping to be able to stay in one place long enough to raise the money to buy a little place of their own. But Lennie's brute strength, coupled with his childlike curiosity, invariably leads to trouble and, ultimately, tragedy.

The film begins with George pensively, sadly sitting alone in a railway car, the shadows of the car's slats partially covering his face. He's apparently remembering what follows.

George and Lennie are on the run, being chased by a group of men armed with rifles and led by hunting dogs. They manage to escape and hit the road, traveling south until they get to Salinas, where they are hired on at a nearby ranch. Once there, they are looked at askance by the ranch owner, but the other hands welcome them and soon they are just two more of the boys.

Unfortunately, the ranch owner's martinet son Curley (Casey Siemaszko), a spunky punk with a chip on his shoulder, tries to pick a fight with Lennie. George manages to avert a confrontation — for a while — but it is inevitable that Curley will cause trouble. Meanwhile, Curley's wife (Sherilyn Fenn) is lonely and unhappy and tends to hang around the bunkhouse, though she knows it drives Curley into a jealous frenzy.

One day, as George is telling Lennie once more about the ranch they'll own some day, where they'll have a hutch with rabbits that Lennie can tend, they are overheard by old Candy (Ray Walston), who offers to pitch in some money if they'll let him in on the deal.

Unfortunately, their plans will be cut short by fate and Lennie's childish lack of self-control over his great strength.

"Of Mice and Men" is one of the most beloved of John Steinbeck's works, if not necessarily his most critically acclaimed. And it's easy to take the sentimental road, with the role of Lennie offering an opportunity for an actor to go way over the top.

But Malkovich is in control of the role and his Lennie is innocent, obviously retarded and tragic without ever seeming like a cartoon or an affected performance. Likewise, Sinise is just right as world-weary George, who loves Lennie and wants to help him but who feels somewhat frustrated and helpless about his own life. Ray Walston is also a standout as Candy, low-key and sympathetic even as he sees his world crumbling around him.

The rest of the cast is also quite good, with Siemaszko, Fenn, John Terry as stalwart ranch boss Slim and Joe Morton as embittered Crooks all giving it their all.

Sinise the director manages to keep the various elements under control as if he already has a dozen films under his belt. In fact, this is only his second (after "Miles From Home"). The screenplay, by Horton Foote, is masterful and the technical elements are all excellent, from the period sets and costumes to the sharp cinema-tography.

"Of Mice and Men" is a fine, literate film of the kind we get all too infrequently these days. It is rated PG-13 for a fair amount of profanity, some vulgarity and some violence.