As this film so wonderfully illustrates, wealth and breeding are not necessarily accompaniments. The production itself, however, is a marvelous composition of both: a classily written rendition of the oft-told Victorian tale, richly replete with an amazing repertoire of actors who utterly pack each portrayal with charm, wit, and panache! The mood ranges from low-key pathos to manic buffoonery, the latter wrought by the gluttony, lust, and greed of what must be among the most scrumptiously scuzzy characters ever seen on the screen! Liz Smith in a familiar old-hag role and George Innes as a grubby lecher are definitely not to be missed! Throughout, Dickens' horrific vision of nineteenth-century poverty and child abuse is never compromised, and a number of the scenes are truly nightmarish in intensity. Particularly poignant is the portrayal of the waif Smike, brilliantly played by Lee Ingleby. James D'Arcy is the finest Nicholas on screen. He is a "Candide"-like figure; totally believable and you want to root for him just as Dickens wanted his readers to sympathize with the protagonist. Charles Dance is equally effective as Nicholas's villainous uncle. But it doesn't end with the two leads. Every single character (and there are a lot of them) is cast perfectly and totally believable from a physical standpoint; from the lowest street people to the wealthy upper class. There's not a dud in the lot! The casting director should be knighted! The direction is fluid and unflinching as it examines the seedier sides of the story. Pairing down the story to three hours is done with excellent comprehension. Those parts of the story missing are inevitably not missed for a dramatic presentation. The art direction is exquisite throughout. Costumes, sets and locations are brilliantly handled. Like an accomplished orchestra, the movie strikes the chord of every human emotion and is immensely enjoyable, enlightening, and uplifting!