Cast: Mark Wahlberg, Joaquin Phoenix, James Caan, Charlize Theron, Ellen Burstyn, Faye Dunaway, Chad Aaron Directed by: James Gray Written by: James Gray and Matt Reeves

A young man sits alone on an elevated train, his thundersquall of thoughts masked by a face of annealed determination. The man's name is Leo Handler (Mark Wahlberg), and he has just been released from prison after taking the fall for a group of friends. At the same time, a gathering of the man's family wait in anticipation, eager to embrace their beloved progeny. Interspersed throughout the hearth are Leo's childhood friends - friends whose feelings of compassion may be genuine, but are also overshadowed by the life of pettifoggery they've elected to partake in.

There are many givens at the outset of "The Yards." We know simply by looking at the variegated personalities which characters will turn out heroic, which possess a mean streak behind a feeble facade of composure, and which have destinies that will at some point take a tragic turn. By providing this much information up front, director James ("Little Odessa") Gray has basically put the success or failure of his film into the rugged palms of his cast. Fortunately, he has acquired actors inherently brilliant and more than up to the challenge.

The "yards" refers to the New York City subway yards, where Leo's uncle Frank (James Caan) runs a company that builds and repairs subway cars. When Leo approaches him about landing a job, he is told immediately that he would have to enroll in a training program which would take a couple years to complete. Eager to help his sick mother (Ellen Burstyn) immediately, Leo is unable to wait that long. So, he gets involved with his childhood best friend, Willie Gutierrez (Joaquin Phoenix) who also works for the company, but in a more shady capacity - involved in paying off cops and politicians. Soon Leo finds out that keeping out of trouble can be a very daunting task (even for an innocent man) and that no place is safe from the scaly touch of deception.

Despite the fact that the world surrounding Leo is embroiled in sabotage and high-stakes payoffs, director Gray and his co-writer Matt Reeves do a fine job of displaying the notion that the people involved aren't inherently evil, but rather weak-minded individuals who'll do whatever it takes to maintain the lifestyle they've grown accustomed to, even if it means betrayal and murder. At one point, Frank is informed by his associate what violent course of action might be necessary. Somehow, he drops subtle hints that he agrees to the hit while muttering lines like "What kind of man do you think I am?" These people will engage in corrupt behavior while cynically trying to distance themselves from it, all in the name of protecting what they have.

The movie contains a top-notch cast that embody their roles with an impelling urgency. Mark Wahlberg, one of our very best actors working today, is a good choice for Leo - combining a quiet longing to earn the love of his family with a dogged determination to free himself from the injustice he has had to endure throughout his childhood. He has taken the fall for his "friends" his entire life yet when the heat gets turned up this time (and with the health of his mother at stake as well) his ferocity takes over. Joaquin ("Gladiator", "To Die For") Phoenix hits every note perfectly as a tragically weak-willed young man who'll participate in any endeavor - regardless of unlawfulness - if he feels it'll distance himself from a heritage he has grown to despise. The barely-recognizable Charlize ("The Cider House Rules") Theron turns in a solid performance as Willie's girlfriend who knows the good in Leo, and as a result, begins to understand the true nature of the family she's about to marry into. James Caan is enormously skilled at hiding his character's ulterior motives beneath a cobweb of one-sided logic and selfish reasoning. And the always wonderful Ellen Burstyn is the soul of the movie, playing a worn woman whose been emotionally crushed several times over from the perpetual trouble her son has gotten into, yet loves him with the potency that could eminate only from the most pure of hearts. She's aware of his feelings of guilt, yet she also knows he deserves a better life for himself, endearingly telling him at one point: "I always thought you'd look good in one of those business suits the men in the city wear. Who knows what they do?"

The film concludes with a development that may be perceived as being contrived, yet I was willing to accept it. Partly because it does make sense, but mostly because I was completely wrapped up in the lives of those involved.

Copyright 2001 Michael Brendan McLarney Critically Ill