A magnificent film about a moral dilemma

Compelling plot, superb acting highlight 'The Yards'

By Paul Clinton
CNN.com Reviewer

(CNN) -- "The Yards" is a gripping film blessed with a cornucopia of talented actors, both established and newly minted. James Caan, Mark Wahlberg, Joaquin Phoenix, Charlize Theron, Faye Dunaway and Ellen Burstyn infuse this film with a sense of truth that helps make it one of the best dramatic films to come out of Hollywood this year.

The film's style unabashedly brings to mind "The Godfather" and Francis Ford Coppola, who was 33 when he made that epic film in 1972. He's obviously a major influence on James Gray, the 31-year-old co-writer/director of "The Yards."

This is only Gray's second feature film (his first was "Little Odessa" 1993), but he's already showing the skills that one day could put him in the same group as Coppola and Martin Scorsese -- who, by the way, was also 31 when "Mean Streets" put him on the map in 1973.

At a time when young talented directors such as Paul Thomas Anderson and Spike Jonze are pushing the visual envelope with eye-blinking cuts between images, Gray (along with his excellent director of photography, Harris Savides) went the opposite direction, using more languid and restrained pacing with elegant, sweeping shots and brilliant use of lighting.

"The Yards" begins with Leo Handler (Wahlberg) getting out of prison after doing time for a crime he didn't commit. At a welcome-home party at his mother's (Burstyn) modest apartment, he finds his best friend -- the man for whom he took the fall -- Willie Guitierrez (Phoenx). Also in attendance is Erica (Theron), Willie's beautiful girlfriend, who also happens to be Leo's cousin. His Aunt Kitty (Dunaway), Erica's mother, is there, too.

Leo's tight-lipped parole officer is the one damper on the happy event. He tells Leo, in no uncertain terms, that if the former con makes one wrong move, he's back in the slammer.

Kitty's recently remarried, meaning her wealthy husband, Frank Olchin (Caan) is now Leo's uncle Frank. He's a connected guy, and influential; his riches stem from repairing subways in New York's Queens.

Leo's mother is ill and refuses to take money from her sister Leo's Aunt Kitty. This puts Leo on the spot. He and his mother have always been a team, trying to survive in the world, so he needs a job, and he needs it now.

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Fast-talking, slick Willie is already working for Uncle Frank, so it seems only natural for Leo to go to him for a job, too. Frank tries to steer him toward the legitimate side of the business, but that means training school -- and delays. Leo cannot wait.

Before you can say, "Make him an offer he can't refuse," Leo finds himself working beside Willie, where it finally dawns on him that part of his friend's job description includes being Frank's enforcer.

Suddenly, he finds himself in the shady world of political payoffs, crooked cops and seriously nasty guys who break heads for a living. Much of the plot revolves around the subway yards where corruption is rampant. Leo's parole officer would not be pleased with his job choice.

The misfortune comes 1-2-3, like a series of hard punches: Someone is killed; a cop is put in a coma; and Leo finds himself again being set up to take the rap. This time, if he's caught and convicted, he goes to prison for life.

Leo believes in the code of silence practiced by the street toughs he grew up with. Now, he's faced with a choice: stay silent and lose his freedom -- perhaps even his life -- or talk, breaking the code and taking down his whole family as a result.

These are compelling, almost operatic themes -- betrayal, corruption, murder, family loyalty -- and they swell into a gripping climax that pays homage to Coppola's long-ago gangster masterpiece.

The complexities in the plot, co-written by Matt Reeves, are beautifully crafted. No one is absolutely good any more than any character is completely evil. Instead, they're all intensely human, people who possess faults, strengths, failures, successes, dreams and hopes.

Theron is magnificent as the conflicted young woman caught between the man she thinks she should love and the one she knows she should not. Phoenix unwraps his character one little layer at a time as Willie falls ever deeper into his lies and deceptions.

Burstyn and Dunaway are both Academy Award winners -- Burstyn for "Alice Doesn't Live Here Anymore" (1974) and Dunaway for "Network" (1976) -- and their acting chops are undiminished. Burstyn is especially heart-wrenching as the mother who feels she's failed her only son.

Caan, a legitimate link to "The Godfather" (he played one of the don's sons in that film) delivers a compelling performance as Uncle Frank. He walks a fine line between compassion and corruption.

But it's Wahlberg, the film's protagonist, who holds the film together. His journey is the arc of the storyline, and you can actually see him grow into the man he becomes in the final reel.

Some people, and many critics, may be offended by Gray's blatant use of Coppola's style; they'll feel that he's manipulated the audience's emotions. Well, that's what movies do; look at "E.T." (1982)

The real question is: Are they manipulated well? In this case, the answer is a definitive yes.

"The Yards" would be a wonderful achievement for any writer/director, but for a 31-year-old with only one other film under his belt, it's truly astounding. This film will be back at Oscar time.

"The Yards" opened in limited release on Friday. Rated R. 116 minutes.

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