In 1995's "Mr. Holland's Opus," Richard Dreyfuss played a high school music teacher who nurtures and inspires his students. In his latest film, "Oliver Twist," Dreyfuss is a teacher with a vastly different lesson plan.

In this latest adaptation of Charles Dickens' beloved 1838 novel, Dreyfuss has a field day as the old, wily criminal Fagin, who feeds and shelters homeless London boys and teaches them how to pick a pocket or two. The only music to Fagin's ears is the jingle jangle of money, trinkets and jewels.

"Oliver Twist," which airs Sunday on ABC's "The Wonderful World of Disney," also stars Elijah Wood ("The Ice Storm") as the Artful Dodger and newcomer Alex Trench as Oliver, the young orphan searching for his roots who is befriended by Dodger and Fagin. Tony Bill ("My Bodyguard") directed the handsome production, which was shot earlier this year in Dublin.

Dreyfuss, who rarely does television, jumped at the chance to play Fagin. "How often are you offered a role like that?" asks the star of such classics as "American Graffiti," "Jaws," "Close Encounters of the Third Kind" and "The Goodbye Girl," for which he won an Oscar.

This "Oliver Twist," adapted by Monte Merrick, originally was developed at Disney for the big screen under executive producer Lawrence Mark, but it had stalled there. When the studio decided to launch "The Wonderful World of Disney" for ABC this season, he was asked to make it for television.

"One thing that seems to be true at the moment is the traditional notion of what a 'family film' should be isn't happening any more in the theatrical film arena," Mark said. " 'The Wonderful World of Disney' seems to be the perfect venue."

There have been numerous feature film versions of "Oliver Twist," dating back to 1909. The acclaimed 1968 musical "Oliver!," starring Ron Moody as Fagin, won numerous Oscars, including best picture. Disney's 1988 animated musical "Oliver & Co.," is loosely based on the Dickens' tale.

But two adaptations ran into difficulties. The 1922 silent, starring Lon Chaney as Fagin, rankled British censors because they thought it might encourage hooliganism. And American authorities were angered by David Lean's wonderful 1948 adaptation because they perceived Alec Guinness' interpretation of Fagin as anti-Semitic, mainly because of the large size of his nose. The film wasn't seen on these shores until 1951, and then in a truncated version. The complete film was finally screened in the United States in 1970.

The twist with this "Oliver," producer Mark says, is "we're kind of going for a documentary style. It absolutely has its dark edge."

Mark also believes the story has a contemporary ring because "this is [about] a street gang, and that goes on right now. Also, the whole notion of a boy looking for his roots relates to all-time."

Neither Dreyfuss nor Mark will predict how "Oliver Twist" will fare with today's children, most of whom probably haven't heard of the book. Mark hopes that kids will just have a "good time. It does take you on an adventure, and if they are drawn into it as literature, great."

"It's like a Catch-22," Dreyfuss adds. "They make these [classics] infrequently and because they are infrequent, they are slightly more fragile. The audience, not knowing how to deal with them, doesn't know how to take them when they get them. I think 'Gulliver's Travels' [on NBC in 1996] really went a long way to making people feel good about this type of stuff again."

Though this version has its dark overtones, Dreyfuss' Fagin is definitely a sweetheart. "He's a bad good guy, as opposed to a good bad guy," Dreyfuss quips. "He certainly loves his kids."

Dreyfuss opted not to reread the book or watch any of the previous versions before filming began. "Basically, I just worked with the script and my memory of the book," he says.

The actor said he and director Bill were "pretty much in complete agreement about how we wanted to do it. I wanted to be broad. I wanted to have fun and have it be a big performance."

For the first few days of production, Dreyfuss frequently asked the director: " 'Is that too big?'. . . Tony would say it was exactly what he wanted. He went for it."

Like Chaney, Guinness and Moody, Dreyfuss also wanted a unique nose for his Fagin--a nose as distinctive as that of his father, Norman.

"As soon as they asked me to do the part, I told them I wanted to do it with my dad's nose," he recalls, laughing. "They didn't know what that meant. My father is married to a sculptress and she did a [casting] of my father's nose and sent it to me."

To complete his transformation to Fagin, Dreyfuss also was given a scraggly gray wig, a beard, a cataract and an ugly mole. He said the makeup artists "liberated" him as an actor and "allowed me to go to places I wouldn't have gone without them."

His accent, which resembles a high-pitched Robert Newton, is a little bit of "everything. It was 'Treasure Island.' It was Bill Sykes. It was Monty Python."

Dreyfuss' 7-year-old son Harry also appears in the film as one of the urchins. "He had fun," the actor says. "There is always a family member in my films."

Dreyfuss also had a great time with his young co-stars. "We played a lot of games together," he explains. "We had a ball," he says. "I don't know if it is reflected in the film, but it certainly was there."

"Oliver Twist" airs Sunday at 7 p.m. on "The Wonderful World of Disney" on ABC.

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