Roman Polanski's twist on Dickens brings the classic back with a new look and a mild tone. The soft approach, in fact, tells us more about the Polanski state of mind than it reveals sparkling new insights into the classic drama and its iconic characters after approximately 11 prior films have explored the story (not counting TV). But, his intention to produce a version that kids won't have nightmares over, despite an effect of blunting the dramatic punch, is beautifully realized visually.

Twelve year-old Barney Clark fulfills the title role with considerable worthiness. As the story revolves around his orphan character's ability to impress those who might harm or rescue him, he's an exemplary study in good looks, bright intelligence and unchallenging innocence. These traits don't help much at first, however, when he suffers the strictness and degradations of the orphanage workhouse system in 19th century England (as reconstructed in 2004 Prague). After a fracas with a provocating boy (Chris Overton) who sees Oliver as a competitor, our falsely accused (and wrongfully beaten) hero escapes his orphan's lot and gets on the road to London where his real adventure awaits.

With shoes worn out, Oliver winds up lying in apparent pain and bare-feet skinned red, on a busy corner of the big city, where he comes to the attention of The Artful Dodger (Harry Eden), a not so innocent teen-age street urchin who immediately senses a potential comrade in need. He leads the bedraggled traveler to his gang's apartment hideout where he introduces Oliver to its leader, sponsor, and trainer in the fine arts of street theft and opportunistic petty crime... Fagin (Ben Kinglsey).

Fagin is delighted to see the new boy (whose foot-injuries have miraculously disappeared), considering him a handsome new addition to his income-producing crew of juvenile miscreants. But when he hears the boy's utter politeness, and calling him "sir" at every turn, he all but falls in love with the kid. As it will turn out, Fagin, while a criminal in deep with others of his kind, like the dangerous Bill Sykes, becomes Oliver's staunch protector.

In fact, why anyone would wish harm on the boy is a persistent question, even as events construe to make him an enemy. It all starts with Oliver observing the Dodger and cohort Charley Bates (Lewis Chase) demonstrating their method of pickpocketing outside a book store. But, while the mark, a gentleman with the name of Mr. Brownlow (Edward Hardwicke - Watson to Sherlock Holmes), is unaware of the theft to his property, the bookstore owner has seen it and comes running out to catch the thieves. When he sees Oliver standing there in confusion, he immediately points to him as the thief.

This takes them all to the kangeroo court of a cruel magistrate (Alun Armstrong) who is all to ready to lock Oliver up when a witness appears to clear Oliver of the crime. By this time, the victim in the affair, Mr. Brownlow, has become entirely taken with the charm and good behavior of the boy and takes Oliver home for treatment of his wounds. The wealthy old widower treats his new houseguest as a son in the making... until Fagin and Sykes, fearing their exposure, track him down and pluck him back into their fold (for the slight elevation of the drama).

This fear of Oliver as a betrayer becomes the only danger to Oliver's well-being that the movie generates. It's given some teeth of perilous possibility by having Sykes murder his girlfriend Nancy (Leanne Rowe) when she betrays him to Brownlow. But, by this time, we are far too comfortable with the subdued nature of the drama to feel any real threat, a bloody murderer notwithstanding. This version of "Oliver Twist" produces little dramatic torque.

Despite that, and ignoring the number of film predecessors, there's much here to enjoy. Not so much the screenplay by Polanski's collaborator on "The Pianist," Ronald Harwood, but very much in the casting. Bearded Ben Kingsley relishes his portrayal of Fagin as a criminal whose greed is submerged by his basic good nature, a demi-villain with lots of heart. Designed carefully to appeal to the children for whom this version is targetted, Kingsley cuts the ham close to the bone.

Harry Eden's role as the Dodger is underwritten and squanders an opportunity to more fully develop the potential of the character and the gifts of the actor. Eden's performance in his first film, "Pure," will tell you exactly what you need to know about this future movie star. Remember, you heard it here.

Mark Strong's colorful good humor gives enough impetus to his role as Toby Crackit, Bill Sykes partner in crime, that it demonstrates the lack of care in the creation of others. He's becomes a presence we're glad to have for the humorous energy he provides a film of such delicacy of tension.

Most impressive of all about the production is its look. Reverting to the traditional approach, Polanski eschews digital effects in favor of building sets and backdrops for his look of old London. Except for the unrealistic cleanliness of streets and living quarters, Production Designer Allan Starski's and Art Director Jindrich Koci's work are exemplary. But, arguably, the real star of this film is the cinematography of Pawel Edelman whose every frame is laden with the kind of texture and depth a Victorian painter might be proud to call his.

In the end, Polanski has rendered a version of "Oliver" that's so safe, it's pretty much a case of baby-sitting by movie. No nightmares, guaranteed. From a novel which has been described as having a "violent, lusty, primal quality," there's little here to recall the auteur's prior inclinations toward intensity, as seen in his own trenchant interpretation of another literary classic, "Tess of the d'Urbervilles." This doesn't even suggest it's from the same hand.

                                      ~~  Jules Brenner