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Charles Dickens was 24 when he began writing the first chapters of Oliver Twist side-by-side with the final installments of The Pickwick Papers. We can imagine the surprise those first readers felt at seeing the genial comic picaresques of Pickwick give way to state-sponsored child abuse, organized crime, homicide, and mob violence. The squalor Dickens had witnessed as a journalist—and endured as a child—became the book’s unchanging background, and though he larded the novel with his usual comic set pieces, the passage he remained most proud of was Nancy’s brutal murder, which became a highlight of his reading tours decades later. Dickens used to delight in reporting how many women in his audiences he caused to faint.

So here’s a poser: Why do so many reasonable adults persist in believing that Oliver Twist is a children’s story? The proximate cause, probably, is Lionel Bart’s musical mongrelization, Directed for the screen by Carol Reed in 1968, it rehabilitated the street-tough, strictly amoral Artful Dodger into a smudgy-cheeked twinkler and converted Fagin, the most repellent study in anti-Semitism since Shylock, into a cuddly rascal who escapes the Newgate noose and dances away with the Dodger for fresh capers.

One would have thought that such a baldly cosmetic makeover could never have fooled the cool-customer likes of Roman Polanski. And yet, when asked why he felt the need to bring Dickens’ warhorse once again to the screen—daring a comparison with not only Reed’s version, but also David Lean’s 1948 classic—Polanski said he wanted to make a movie his two young children could watch.

Hmmm. From Knife in the Water all the way to The Pianist, Polanski has never shown a perceptible interest in the child’s-eye view—unless you count the final shot of Rosemary’s Baby. And as soon as those lowering skies flood this PG-13 Oliver Twist’s opening tableau, you know the old fatalist hasn’t changed. There will be no easy pleasures here: The dancing moppets and clinking ale glasses are gone, the euphemisms about Nancy’s profession have been cleared away, and the notion that “pickpocket” is a synonym for “tyke” is quickly discarded. Polanski wants us to see the worst that early-Victorian Britain had to offer: rats scuttling across the alleys of St. Giles, gin-soaked donnybrooks, and the scab-encrusted feet of young Oliver (Barney Clark), an orphan who’s fled the evils of rural servitude for the riper evils of London.

Adopted by roguish prince of thieves Fagin (Ben Kingsley), Oliver takes a few faltering steps into crime before being rescued by kindly Mr. Brownlow (Edward Hardwicke). His respite is only temporary, though, for Fagin and criminal compatriot Bill Sykes (Jamie Foreman), fearful that Oliver will alert the authorities, conspire to drag him back. What ensues is a battle over a boy’s soul—and, by implication, England’s future—as Brownlow and Fagin woo Oliver with sharply opposed visions of his destiny. It will take the intervention of kindly prostitute-for-life Nancy (Leanne Rowe) to secure this waif for the angels.

Adaptor Ronald Harwood, Polanski’s collaborator on The Pianist, has hacked away at Dickens’ thickets of plot, reducing recurrent figures to one-time appearances, lopping off the credulity-straining coincidences, and dispensing with the entire business of Oliver’s lost birthright. He’s also reconfigured the film’s closing sequences to make the maddeningly passive Oliver at least more front and center, if no less passive.

The result is Dickensian taxidermy: genuine in all its particulars but without the life that draws you in against your better judgment. Dickens’ books are still around in large part because of the incandescent energy of their language. Filmmakers have been able to find visual equivalents to that language from time to time—the spectral graveyard sequence in Lean’s Great Expectations, for instance—but Polanski’s compositions (filmed in Prague) are too stately, his actors too constrained by naturalism. The director clearly wants to cleanse his source material of its melodramatic excess—which is as pointless an exercise as taking the vixen out of film noir.

With its murky light and hushed tone, this is an Oliver Twist for people who are embarrassed by Oliver Twist, by its little-boy-lost pathos, its silly names—Mr. Bumble, Inspector Blather—its angry moralism. Two performers, at least, stand out from the gray middle ground: Foreman, who finds the lode of fear at the heart of Sykes’ menace, and Kingsley, whose Fagin is even more grotesque than Alec Guinness’ 1948 interpretation—and more tragic. This Fagin foresees his end from the start, and the hopelessness that sits in his eyes is the film’s most haunting bequest.

Yes, the early workhouse sequences are striking in their grimness, but they’re also firmly historical. There’s no sense of how the novel’s depiction of a society in flux—urbanizing, industrializing, becoming more adept at hiding its hypocrisies—might be relevant today. Polanski never finds a compelling answer to Why this story? Why now?

Of course, there’s not a child alive who would get a charge out of the answers to such questions. But even a 13-year-old would be able to tell that Nancy’s death was more vivid the way Dickens wrote it:

She staggered and fell: nearly blinded with the blood that rained down from a deep gash in her forehead; but raising herself, with difficulty, on her knees, drew from her bosom a white handkerchief…and holding it up, in her folded hands… breathed one prayer for mercy to her Maker.

It was a ghastly figure to look upon. The murderer staggering backward to the wall, and shutting out the sight with his hand, seized a heavy club and struck her down.

Surprisingly, there’s rather less violence in Occupation: Dreamland, an intimate, melancholy portrait of a U.S. Army squad patrolling the Iraqi city of Fallujah during the winter of 2004. Documentarians Garrett Scott and Ian Olds were granted remarkable access to the 82nd Airborne Division, and their proximity gave them a straight road to the thoughts and feelings of their soldier subjects.

Boyish, profane, and likable, these grunts have the dubious mission of “maintaining order and suppressing resistance.” In one frame, they’re stalking the streets in full battle array, waving their guns and checking their backs; in the next, they’re frozen in introspection, trying to quiet the doubts in their heads. “I guess somebody smarter than me knows what’s going on,” says one. Another, citing the links between Dick Cheney and Halliburton, has already figured it out: “War is money.”

The film takes place during a brief hiatus in the Sunni Arab insurgency, a few months before its resistance efforts escalated into outright warfare. Instead of prone bodies, we see cautiously erect ones, as the men of the 82nd detain suspected insurgents, interrogate families, and, most poignantly, engage in public-relations outreach with the Fallujah citizenry—an enterprise that succeeds only in sowing bitterness on both sides. “I hate these people,” admits one of the soldiers tasked with winning their hearts and minds.

Despite the stressful conditions under which Scott and Olds filmed, Occupation: Dreamland is a handsome piece of work, complete with infrared scenes of nighttime raids that carry a surreal charge. Viewers demanding outrage will find little here to fuel their fire: no indelible Robert Capa moments, only a stubborn work ethic, carried out in extremely unpromising circumstances. Occupation: Dreamland, in short, won’t change anyone’s mind about George W. Bush’s war game, but it stands as a useful corrective to the notion that U.S. soldiers are its mindless pawns.

The men on display here know exactly how they’re being used—and how they’re being failed. Indeed, Staff Sgt. Chris Corcione has a far more lucid take on occupation’s costs than we’ve ever heard from his boss, Donald Rumsfeld: “It’s years and years of people like us going out and getting shot at and maybe getting a chance to shoot back.”CP