Director David Lean's treatment of the classic Charles Dickens novel eliminates the subplots but does an excellent job of establishing the story's gloomy marsh setting, whether it be in the brutishly macabre graveyard or Miss Havisham's musty and oppressive living tomb. The crystalline cinematography helps establish a starkly ironic contrast between the sterile upper class frivolity in London and the rustic rural honesty of Pip's childhood. The casting of near-40-year-old John Mills as the 20-year-old Pip is hard to swallow, but there are several remarkable performances in this film. Francis L. Sullivan's work as Jaggers, Pip's guardian and his anonymous benefactor's lawyer, stands with imposing authority over all his scenes, dismissive of his social inferiors, yet as fair-minded and direct with Pip as his position allows him to be. Alec Guinness, as Pip's roommate and social educator Herbert Pocket, shimmers on the screen like a Hollywood starlet, establishing an interestingly homoerotic subtext to the Herbert Pocket-Pip relationship. Bernard Miles as Pip's Uncle Joe gives a warm performance in the potentially cliché role of Pip's soft-hearted (and soft-headed) childhood guardian. With characters so vividly drawn, their ambitions and disappointments are keenly felt. As a result, we are able to forgive the familiar Dickensian flaws, such as an over-reliance on chance and coincidence and the occasional melodramatic and sentimental treatment of the otherwise serious material. And, other than a few brief courtroom scenes near the film's end, Lean's dramatization of the social criticism in Dickens' novel lacks conviction.