THE ELEPHANT MAN is a monster movie. It combines drawing-room genteelness and austerity with the elements of the classic 1930's horror films: the shadowy black-and-white photography; the slow fade-outs and dissolves; the eerie music; the mad scientist; the sensitive, hideous monster, misunderstood and abused by society, tortured by the humanity within him. Director David Lynch artfully manipulates these components--evading scariness and melodrama, while adding historical perspective and social commentary--to tell the true story of a tormented soul searching for dignity and compassion. Lynch's film is what Frankenstein should have been, what The Hunchback of Notre Dame merely hinted at, what Phantom of the Opera aspired to: a compelling tragedy.

"Life--" the carnival barker shouts, striking a frightening pose and pausing dramatically, his crazed face illuminated by the kerosene lamp, "is full of surprises...behold the Terriblele Elephant Man." The curtain is swept away. In the mist and shadows, only the silhouette of the sideshow freak is visible--the twisted, lumpy torso and the horrid, enormous head. The place is London, the year is 1883, and John Merrick, a victim of fate and society, meets Dr. Frederick Treves, the man who will change his life.

Treves, a dedicated surgeon, has sought out John Merrick to study his deformities and to present him to a conference of physicians as "the most perverted and degraded form of a human being" he has ever seen. Because Merrick will only grunt and growl, Treves takes him for an imbecile: "For his own sake, I pray to God he's an idiot." But the doctor soon discovers that his specimen is not only intelligent, but well-read and inquisitive, a sensitive young man painfully aware of his condition. Refusing to return him to his sideshow master, Treves sets out to educate the incurable Elephant Man, to make him an example of Victorian refinement, to prove that kindness and culture can bring out the beauty in any man.

Director Lynch--whose only previous film is the weird and silly Eraserhead--handles Elephant Man with rare tact and delicacy. He paces his film deliberately, creating a cautious, mild-mannered atmosphere that keeps it from becoming a ridiculous creature feature or a two-hour sermon on life's injustice. He subtly presents a London caught in the grasp of the Industrial Revolution. Lynch's camera tracks through crowded and filthy streets and alleys, where the loud chugging and whooshing of factory machines creates an incessant, maddening clamor. In one night-marishsequence dozens of dirty, sweating, barechested laborers slave over a huge, clanging machine that wheezes black smoke. The process of dehumanization is in full swing, with the appearance of freak shows and the degradation of John Merrick just a small part of the whole. In a world that is becoming ever more cruel, Merrick is one of many victims.

Lynch's deliberate technique works most effectively in the way he familiarizes the audience with the Elephant Man's deformities. Merrick is seen little by little, first in silhouette, then behind a screen, later in a quick, startling flash. When the camera finally focuses on the young man's face in full light and close-up, the shot does not provoke laughter or a horrified gasp. Of course, the remarkable make-up by Wally Schneiderman helps greatly.

John Hurt as Merrick surmounts a monumental challenge. Merrick's mangled and contorted body allows the actor few gestures. Buried under pounds of make-up, Hurt is denied the use of the movie actor's most valuable tool: his face. He can barely nod and shake his head: His drooping mouth hardly moves when he talks: The only way he can express emotion with his face is by blinking. Thus Hurt must make maximum use of his extraordinary voice, giving the performance of a unique theatricality. Hurt's quivering questions, agonized screams, trembling thank-yous, and choked compliments define his character.

YET, ANTHONY HOPKINS' superb performance as Treves carries the film. The epitome of Victorian respectability, Treves is a relentlessly serious man--he smiles no more than twice in the course of the film. Treves desperately clings to an ideal of social conscientiousness and obligation in the midst of the dehumanizing Industrial Revolution. As he walks calmly, briskly through London's filth and squalor, he seems almost noble. Hopkins' understated style captures Treves' interest in the Elephant Man as the doctor struggles to discern where cold scientific fascination ends and human compassion begins.

Two early scenes make clear Treves' conflict between mind and heart. When the sideshow curtain is flung back, revealing Merrick for the first time, the camera slowly zooms toward Hopkins as his mouth hangs open and his eyes stare unblinking. He suppresses a scream and then a wince as horror replaces terror and sorrow replaces horror on his face. Later, when Treves displays Merrick before the audience of physicians, he must describe, in detail, his physical distortions. Hopkins delivers these lines quickly, his short clipped sentences and detached, analytical tone fighting the emotion that threatens to crack his voice.

The script by Lynch, Christopher Devore, and Eric Bergen is earnest and intelligent, though it suffers frequently from the unavoidable heavy-handedness that accompanies the theme of man's inhumanity to man. The scenes with Merrick and various excessively slimy and sinister persecutors flirt with melodrama. Rather than concentrating their fire on these caricatured villains, the writers might have more thoroughly examined the subtler exploitation that Merrick suffers under Treves' care. The doctor worries that the hospital has replaced the carnival as Merrick's freak show, that the Victorian socialites come to have tea with the Elephant Man only to stare at him and "to impress their friends." He begins to question his own motives in taking care of Merrick, wondering if he sought only recognition and not social justice. It's an intriguing idea that's just left hanging with no further development.

Like Frankenstein's creation and Quasimodo, or any monster worth his salt, Merrick is doomed. But there are no rampaging townspeople screaming for the creature's blood, no corny "'Twas beauty killed the beast" tag line. Elephant Man ends in sadness, but also on a peculiar, vaguely cathartic note. Lynch has made the ultimate monster movie, dark, bizarre, and oddly affecting.