Gary Sinese directed this respectful re-telling of John Steinbeck's classic novel, with Sinese as the wily George and John Malkovich as the brutish, simple-minded Lennie. Set during the Depression era, the film opens as George and Lennie are running from a woman with a torn dress, who has sent a gang of ruffians to chase the two out of the county. After a long bus ride and a ten-mile walk, George and Lennie arrive at a migrant farm in California's San Joaquin Valley, where they seek work. George dreams of putting together enough money to buy a small piece of land where he and Lennie can build a home; he hopes that in California the two can realize their dream. Unfortunately, the foreman of the ranch, Curley (Casey Siemaszko), enjoys tormenting Lennie, while Curley's frustrated wife (Sherilyn Fenn) entices Lennie with her sexual allure. George warns Lennie to steer clear of Curley's wife, but Lennie follows her to a barn where a tragedy occurs and George and Lennie's dreams are shattered.