When Oliver!, Lionel Bart’s musical stage adaptation of the Charles Dickens classic, proved a surprise hit in 1960, Hollywood knew a film adaptation wasn’t far behind. The story itself was no stranger to cinema, having been adapted seven times before, the last being David Lean’s 1948 Oliver Twist with Alec Guiness playing the much-prized role of Fagin. However rights to the musical passed through various hands with very different visions. Director Richard Quine wanted to cast Peter O’Toole as Fagin, then Peter Sellers was slated for the part. Next Richard Burton and Elizabeth Taylor were in the cards to play Bill Sikes and Nancy. Dick Van Dyke was suggested. Finally, the film landed in the lap of director Carol Reed, whose otherwise stellar career had fallen on hard times in recent years. Celebrated for his moody postwar thrillers, like Odd Man Out and The Third Man, Carol Reed seemed in some ways an odd choice, especially since he had never made a musical. But Columbia wanted a solid English filmmaker for this durable English classic. Reed pushed back on the studio’s desire to cast a star, and instead slowly put together a solid ensemble cast, spending a long time casting the 85 boys that would surround Fagin and Oliver. He spent the most time finding the right Oliver, going through 5,000 candidates before finding Mark Lester (and even Lester had problems, since his singing was ultimately dubbed by Kathe Green, the daughter of the film’s music arranger). The final film, which opened just in time for the Christmas season, proved a critical and commercial success, going on to win five of the Oscars for which it was nominated. Yet this sturdy, well-fashioned entertainment seemed to mark the passing of the guard. While Reed beat out such cutting-edge dirctors as Stanley Kubrick (2001: A Space Odyssey) and Gillo Pontecorvo (The Battle of Algiers) for Best Director that year, his musical Oliver! would be the last G-rated film to win a Best Picture Oscar.