When word arrived that acclaimed filmmaker Roman Polanski's next project--after his triumphal, Oscar-winning "The Pianist"--would be a new adaptation of "Oliver Twist," questions immediately sprang to mind. First, those with memories of the 1951 "Oliver," directed by David Lean, wondered how Polanski would handle the highly problematic character of Fagin, the Jewish thief-master who, in Alec Guinness' performance in that film, came off as a highly offensive, borderline anti-Semitic stereotype. Second, Polanski buffs wondered, just what was the appeal of a fusty literary adaptation to the director of "Repulsion" and "Chinatown"?

As it turns out, Polanski handles the Fagin conundrum, as inherent to any adaptation of "Oliver Twist" as that of Shylock is to "The Merchant of Venice," by almost entirely sidestepping it. In his film, Fagin (played by Sir Ben Kingsley) is no longer explicitly Jewish, his religious background never mentioned. Ronald Harwood's script also tangles audience responses to Fagin, making him a problematic but tenacious defender of his young disciples, and a flawed but nonetheless real protector of Oliver when genteel society had failed to provide him any succor.

But while Fagin is bleached of his explicit Jewishness, he retains many aspects of its stereotypical secondary characteristics. Fagin is still outfitted with a comically exaggerated proboscis, walks in stooped fashion, and is paranoid about one of his ruffians breaking into his chest of treasure, at one point holding Oliver at knifepoint out of fear that he has spotted his secret hiding place. At one crucial moment, late in the film, Fagin paces the floor of his gang's headquarters, hands behind his back, muttering "oy, oy" to himself again and again. Fagin may not be wearing a yarmulke, and no one in Polanski's film calls him a Jew, but on a slightly more subterranean level, this "Oliver Twist" still engages in some fairly rancid physical stereotypes of the Wandering Jew. (Also, Fagin bears a remarkable resemblance to backwoods truck driver Freakshow from "Harold and Kumar Go to White Castle." Go figure.)

Polanski has stated in interviews that he was inspired by his own childhood in recreating Oliver Twist's. Coming on the heels of his most autobiographical film, it should come as no surprise, then, that "Oliver Twist" is suffused with Holocaust-resonant imagery, and the film makes consistent visual reference to the Holocaust in attempting to depict the horror of Oliver's existence. This is clear from the film's first sequence, where the children in a 19th century British orphan's home are all dressed in matching shabby uniforms, and look up at Oliver with hollow, empty eyes. The entire scene is meant to raise comparisons with the Holocaust, and the glassy stares of concentration-camp inmates.

When Oliver escapes from the orphans' home, he finds himself stumbling along the road to London, thirsty and delirious, as the local villagers watch from their windows and refuse to help. It is only when he collapses that one woman comes, picks him up, and carries him back to her house. Polanski himself was a World War II orphan, left to fend for himself in a Gentile world that mostly turned its back on him. Those experiences from his own childhood feed the ones he gives Oliver in the film, whether consciously or not.

The shadow of "The Pianist" also hangs heavily over "Oliver Twist." Polanski lifts one of the iconic images of his last film for use here, with a scene where Oliver wistfully looks out the window of the room where Fagin has imprisoned him, watching the life of the city ebb and flow just beyond his reach. This shot is an almost exact copy of a scene from "The Pianist," where Wladyslaw Szpilman (Adrien Brody), perched in a safe house from which he cannot leave for fear of his life, gazes out the window and sees the very beginning of the Warsaw ghetto uprising taking place in the distance.

Polanski makes little of these symbolic references, tossing them into the film's blender in such a fashion as to make one think that any Holocaust themes in his "Oliver Twist" emerged in spite of his own intentions. Having dredged through his psyche for images of a horrific childhood, he emerges with his own experiences, and those of his stand-in from "The Pianist." In so doing, Polanski is creating parallels between his own WWII experiences and those of 19th century British orphans. He is also stripping away the "Masterpiece Theater" veneer inherent to most adaptations of great literature, and rubbing his audience's face in the sheer horror of Oliver's nightmarish, borderline existence. The Holocaust is neither relevant, nor is it pertinent; it is merely the clay that Polanski was given to mold, and he takes the experiences of his own life, and of his cinematic doppelganger, in order to make a more flesh-and-blood Oliver.

Criticism of David Lean's "Oliver " partially revolved around its incredibly poor timing. How was it possible, critics wanted to know, that a British filmmaker could choose to make a film six short years after the Holocaust's end that was so insensitive to Judaism, and to its barrage of offensive stereotypes? In many ways, Polanski's Oliver is the mirror image of Lean's, his version soaked in the Holocaust where its predecessor was cruelly oblivious. Fagin may no longer be the hideous criminal Jew of stereotype, but Polanski has made an "Oliver Twist" awash in Jewish history.

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