The Old Curiosity Shop

Disney Channel, Sun. March 19, 7 p.m.

Cast: Peter Ustinov, Tom Courtenay, Sally Walsh, James Fox, William Mannering , Adam Blackwood, Timothy Watson, Martin Wimbush, Alan Shearman, Ricci Harnett, Cornelia Hayes O'Herlihy, Jean Marlow, Christopher Ettridge, Anne White, Alwyne Taylor, Julia McKenzie, Brian McGrath, Michael Mears, Frank Thornton, Wesley Murphy, Brian De Salvo, Helen Norton, John Rogan, Birdy Sweeney, Doreen Keogh, Daphne Neville, Stewart Permutt, Bronco McLoughlin, Alan Barry, Hamish McColl, Oliver Maguire, Gloria Hunniford, Alan Sherman.

Dickens' 1840 novel about Little Nell, her wobbly grandfather and the despicable usurer Quilp has resisted filmmakers, with an undistinguished 1935 British version "as bad as they come," as Variety opined, though there was a 1975 musicalized outing, "Mr. Quilp," reviewed here as "sprightly," though it's largely unremembered. TV moves in with a respectable, respectful two-part drama that should attract attention; for entertainment, trust Dickens.

Mon. March 20, 8 p.m.

Filmed in Ireland and at Ardmore Studios, Dublin, by Curiosity Prods. Ltd. for RHI Entertainment Inc., Elstree Prods. and the Disney Channel. Executive producer, Robert Halmi Jr.; producer, Greg Smith; director, Kevin Connor; writer , John Goldsmith; based on the novel by Charles Dickens; Vidpic pretty much follows the book, though much of the grimmer final aspects have been lopped off and several character and incidents lessened or omitted. Grandfather Trent and orphan grandchild Nell, "not yet 14," have been living in his curio shop. Grandfather feeds his obsessive gambling habit by borrowing from the vicious Quilp, who, finding out what his loans are being used for, takes everything, including the shop.

Grandfather and Nell, hoping to escape Quilp's grasp and London's rogues, set off on foot to the western countryside, where they encounter the Punch & Judy show of the conniving Codlin, then begin working at the waxwork museum of good-hearted Mrs. Jarley.

While they're adventuring, Quilp is cooking up trouble, including lying about Grandfather's faithful young friend Kit in order to turn the old man against the lad.

John Goldsmith's tailoring of Dickens' complex tale generally works well. But when the scripter tries to illustrate Kit's tenderheartedness, by sending him to rescue a drowning man, the scene seems interminable -- and it's not necessary. Dickens' vivid secondary characters, interpreted by a distinguished cast, are what make the story go.

Kevin Connor directs them artfully, their eccentricities leaping out of the drama. Credibly managing the period piece's texture and structure, Connor also makes Dickens' comical turns elicit laughs.

Peter Ustinov's Grandfather, a touchy part if ever there was one, works acceptably. Newcomer Sally Walsh, bringing pluck to the goody-goody Nell, sidesteps the sentimentality.

Best news is Tom Courtenay's Quilp. No longer a dwarf, the character, in Courtenay's vigorous performance, marches off with the major honors. His interp is purposely appalling as he scares up laughs; shrieking women's reactions to him are a kick.

Among the women, Anne White hits home as the nasty Sally Brass, wretched sister of lawyer Samson Brass. Jean Marlow as Quilp's clear-seeing mother-in-law , Cornelia Hayes O'Herlihy as his loving wife and, too briefly, Julia McKenzie as Mrs. Jarley are all striking.

Both Michael Mears' Skinflete, borrower from Quilp, and Christopher Ettridge, playing the mean-spirited Quilp's lawyer, Samson Brass, give the drama punch.

William Mannering is fine as loyal Kit, Brian McGrath is the kindly schoolmaster and Dick Swiveller, played by Adam Blackwood, has been so watered down he's a minor character. James Fox's main contribution as the mysterious Single Gentleman is reserve.

The colorful production owes much to designer Keith Wilson, who invokes Dickensian London with his sets at Dublin's Ardmore Studios, mood-setting interiors and Irish locations including a 19th-century town at Bunratty Folk Park.

Miniseries looks splendid thanks to Doug Milsome's lensing, though there's a momentary tracking shadow early on in Nell's bedroom. Tiny Nicholls' costumes are excellent, and Barry Peters' polished editing is impressive. Mason Daring's score often leans to the overly sweet, but suffices.

Camera, Doug Milsome; editor, Barry Peters; production designer, Keith Wilson; art director, Alistair Kay; costumes, Tiny Nicholls; sound, Laurie Clarkson; music, Mason Daring.4 HOURS.

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