At the age of 25, writer/director James Gray made a big splash with Little Odessa, his ultra-low-budget story about families and crime in New York. Six years later, he's back with The Yards, another story dealing with a similar milieu. 

Mark Wahlberg stars as Leo Handler, a nice young man of no particular talents, who's just done sixteen months in prison for car theft. At his welcome-home party in his mother's small apartment, we get a quick introduction to his family and its complex web of tensions. Leo is very close to his single mother, Val (Ellen Burstyn), whose heart condition has been aggravated by his run-ins with the law. Val has a sister, Kitty (Faye Dunaway), who is now married to Frank (James Caan), the wealthy owner of a company that does maintenance on subway cars. 

Kitty's daughter, Erica (Charlize Theron, done up with dark hair), is always giving stepdad Frank a tough time; she is also dating Willie Gutierrez (Joaquin Phoenix), Leo's best friend, much to the dismay of her mother and somewhat to the dismay of Leo, who shows a vaguely unwholesome affection for his first cousin. 

While Leo's been away, nice guy Frank has tried to help Val out with money, but she has proudly declined. When Leo approaches him for a job, Frank offers to support him and his mom while Leo goes to machinist school, but Leo, clearly his mother's son, doesn't want a handout. Friend Willie seems to be making a bundle working for Frank in some initially undefined capacity, and he thinks he can convince Frank to let Leo work with him. 

Problem is: Leo's on parole, and, while he may not be the brightest bulb on the Christmas tree, he can tell that Willie is involved in shady dealings -- just the kind of thing that will land him back in the slammer. "Naah," Willie assures him, "don't worry about it. I'll look out for ya. I'm not going to let you get in trouble." 

Yeah, right. 

Leo quickly picks up what the arrangement is. Frank, like every other contractor in town, is greasing the palms of certain politicians, in order to get repair contracts. He also has Willie sabotaging other companies' work, so their success record will put them at a disadvantage. Frank's operation is particularly at odds with a Hispanic-owned company that benefits from minority quotas.

In short, Frank may be Mr. Respectable Rich Guy, but he basically runs a dirty operation. 

Unfortunately for Leo, Willie is also a hotheaded jerk, and on their second business exploit together things go predictably awry. Suddenly Leo is being hunted for a murder he didn't commit. 

Gray has assembled a terrific cast, and the cinematography (by Harris Savides) and music (by Howard Shore) are both first-rate. (Shore leans heavily on one movement from Brit composer Gustav Holst's perennial "The Planets".) Still, despite being generally exciting, there's something amiss. 

Gray wants the The Yards to be in the form of classical tragedy, but he seems unsure whose tragedy. Leo is our protagonist, but he's essentially an innocent. Of his actions, the one that most invokes classical tragedy doesn't have much to do with his downfall. Willie, Erica, and Frank all follow trajectories that have tragic potential, but they aren't at the center of the story. 

It's certainly possible that Gray was shooting for "family tragedy," as in The Godfather, but the result is just a little too diffuse: there are too many characters following too many parallel paths. 

It may seem unfair to be demanding compliance to the so-called "rules" of classical tragedy, but those rules, while hardly ironclad, often provide a useful basis for analyzing just why a certain drama doesn't quite work. And, in this case, the lack of central character focus, particularly in the later parts of the film, seems to explain why the film isn't as powerful as it might have been. 

Still, The Yards is handily worth seeing for anyone who is thrilled by terrific acting. Burstyn and Dunaway are fine, though their roles are small and don't allow them to do all that much. Wahlberg once again proves himself the master of sympathetic, slightly dim heroes; and Theron is perfect in a role that downplays her ridiculously perfect looks. But even better yet are Phoenix and Caan. After To Die For (1995), 8MM (1999), and this year's Gladiator, Phoenix gets to add another completely different, convincing, and compelling portrayal to his resume. And old hand Caan gives the most nuanced performance of the lot: just watch the subtle combination of anger, confusion, and (right beneath) abject fear that crosses his face when he finds himself snubbed by a political ally at a social event. On top of everything else, in The Yards, age (and maybe acting decisions) actually seem to be turning Caan into Marlon Brando's Don Corleone -- the father of his Sonny in the original Godfather (1972). It's a startling and beautiful process to watch. 

     In "The Yards" writer-director James Gray follows Leo Handler (Mark Wahlberg), just released from prison, to the modest Queens apartment of his mother, Val (Ellen Burstyn), where a festive homecoming gathering awaits him. Gray, who wrote his script with Matt Reeves, may as well be dropping in on a gathering of the house of Atreus, so much is the fate of Leo's family the stuff of Greek tragedy. 

     Leo is a diffident 24-year-old with a bad haircut and drab clothing who, having taken a 16-month fall for auto theft on behalf of friends, wants only to get on with his life and stay out of trouble. Yet only days later he has left a cop comatose and is wanted for a murder he did not commit. Before this happens, Gray introduces the quality inevitably essential to tragedy. 

     His widowed aunt Kitty (Faye Dunaway) has recently remarried, to Frank Olchin (James Caan), whose business is repairing subway cars in the vast yards that give the film its name. Kitty, her daughter Erica (Charlize Theron) and adolescent son Bernard (Chad Aaron) are now living in Frank's vintage brick castle-like mansion with interiors that have acres of dark wood paneling, signifying a solidity and security largely illusory. 

     Before his release Leo received assurances that Frank would have a job waiting for him. At the party, his brash pal Willy (Joaquin Phoenix)--for whom Leo principally took the fall--insists that at Frank's factory he should work alongside him. Clearly, Willy, who has been going with Erica, is in the money, and Kitty has confided to Leo that his mother is fading from a heart condition. 

     At a formal meeting in Frank's office, Frank gently--too gently--tries to steer Leo away from working with Willy in supplies and suggests that he consider training for a machinist's position, not making clear until a family dinner that he, Frank, would help him financially through this period. Not that this delay would have mattered much: Both Val and Leo have too much pride to accept help from Frank, and Frank's pride, in turn, prevents him from spelling out just why he's trying to steer Leo away from Willy. 

     Frank is in fact fighting off being crushed by forces beyond his control--conglomerates, minority quotas among them. Clearly, in Frank's world greasing the palms of the police and politicians in landing lucrative contracts is a long-established, business-as-usual practice. 

     But the pressures upon Frank are increasing sharply, prompting him and his underlings to take increasingly dangerous and illegal risks. Leo has barely started working with Willy when, in a murky preemptive maneuver in the yards, Willy winds up knifing to death a rail switchman and Leo nearly beating to death the cop. Willy, backed by his pals, threatens to stick the switchman's murder on Leo, forcing him to try to kill the cop to make sure that he never comes out of his coma. 

     Having set up Leo's dilemma with great care, Gray then explores its private and public dimensions. Suspense swiftly develops as the wagons circle: Who will be left out to fend for himself? And at what level will those wagons circle? In a system of long-institutionalized corruption Frank and the smooth borough president (Steve Lawrence, yes, the Steve Lawrence, in a nifty acting turn) could well join forces. And it could well be that the positions of Leo and Willy might just wind up reversed. 

     There are some holes here to be sure: For example, you wonder why there's no police surveillance of Val's apartment, which Leo, wanted by the police, visits repeatedly and without temerity. But "The Yards" is so strong and secure in its remorseless movement that you buy into what's happening, its people so firmly gripped in the vise of fate and their own character flaws. 

     Frank and Willy echo each other in that they both have loving, decent instincts that are forever tainted by the criminal. Willy, a big lug with Elvis Presley looks, has the further liability of being a hothead who's none too smart but, as an ambitious Latino in Frank's white world, is craving an acceptance that Frank's key business rival (Tomas Milian) insists he will never receive. 

     As he did so effectively in his memorable first film, "Little Odessa," Gray creates an everyday world, blue-collar and somewhat ethnic in feeling, in which there is a continuum between respectability and corruption. The flow and balance between the two elements is in constant, often volatile flux. 

     In this, Gray recalls Sidney Lumet's New York films, but whereas Lumet has a crisp, crackling wit, Gray retains a somber, elegiac tone in keeping with his tragic vision, echoed in Harris Savides' masterly dark-hued camera work and in Howard Shore's stately score. (Production designer Kevin Thompson's crucial contribution to the film's authenticity is as accurate as it is subtle.) 

Gray's splendid, self-effacing cast performs as an ensemble, but the film's rightly dominant presences are Caan and Dunaway, the linchpin couple who understand that it is they who must hold the family together no matter how or what. It's Dunaway's Kitty who leads a clasping of family hands that sustains and protects as surely as it crushes and destroys. 

Mark Wahlberg appears to have turned away the doubters with his performance in James Gray's The Yards, about corruption in New York's railroad yards. Following a string of impressive performances in such films as the Basketball Diaries, Boogie Nights, Three Kings and The Perfect Storm, the former underwear model and rap singer has turned in an acting job that Stephen Holden in the New York Times compares with those of Cagney in his heyday. The other stars of the film, Faye Dunaway, Joaquin Phoenix and James Caan, also receive much praise. Writes Michael Wilmington in the Chicago Tribune: "Phoenix is becoming a master at the kind of weakling, big-talk, jazzed-up villain roles that once were the specialty of Eric Roberts." And Kevin Thomas in the Los Angeles Times concludes: "Gray's splendid, self-effacing cast performs as an ensemble, but the film's rightly dominant presences are Caan and Dunaway." 

THE YARDS is a drama set in the vast New York City subway yards. After serving time in prison for taking the fall for a group of his friends, Leo Handler (MARK WAHLBERG) just wants to get his life back on track. So, Leo returns to the one place he thinks will be safe--home. There, he takes a new job with his highly connected and influential Uncle Frank (JAMES CAAN), and is reunited with his longtime friend, Willie Guitierrez (JOAQUIN PHOENIX) and Willie's girlfriend Erica (CHARLIZE THERON). But in the yards, where his uncle now pulls the strings, safe is not how they do business. Unwittingly, he's drawn into a world of sabotage, high stakes pay-offs and even murder, when he discovers secrets that make him the target of the most ruthless family in the city ... his own. Now, in the name of justice he'll have to do everything in his power to take them down.

Additional cast members include FAYE DUNAWAY as Leo's aunt, Kitty, and ELLEN BURSTYN as Val, Kitty's sister and Leo's concerned mother.

Directed by James Gray ("Little Odessa") and written by Gray and Matt Reeves (director of "The Pallbearer," co-creator/ executive producer of the Golden Globe award-winning television series "Felicity"), THE YARDS is a contemporary drama that tells the story of one man's struggle to survive in a world where the lines between love, loyalty and betrayal are obscured.

The film re-joins the production team of Gray's ""Little Odessa," with Paul Webster (head of Film Four Ltd.), Nick Wechsler (co-chairman of Industry Entertainment) and Kerry Orent (executive producer of Miramax's "Rounders," coproducer of "Cop Land") serving as producers.

about the production...

For Wahlberg, Phoenix and Theron, delving into their respective roles in THE YARDS presented rich, new challenges. "'At first I didn't necessarily think I was ready for the role, but James [Gray] had a very clear idea of what he wanted, and thought I could do it," says Wahlberg. "I wasn't going to second guess him." Like Willie and other characters in the film, Leo is replete with a complex history and an uncertain future. As Wahlberg describes, "He's this tragic guy who's doing everything he can to do right for all the wrong that he has done, and he's just trying to find his way."

For Phoenix, the part of Willie Guttierrez also represents new territory. The character, riddled with conflicting qualities of good and bad, is motivated by his pursuit of the American dream. It was this complexity, as well as the dichotomy within most of the characters in the script, that intrigued Phoenix, "I liked the ambiguity of the characters, that there is not one good guy and one bad guy, which you see in a lot of films. All them have a little bit of both. It makes it very interesting because you don't know where the characters are going to go. Throughout the course of the film, you're never quite sure." Willie is Leo's best friend and the love interest to Theron's Erica, Leo's cousin. Willie dreams of marrying Erica and working his way to the top of the company that her stepfather Frank Olchin owns. As Phoenix describes, Willie is on a fast track in both romance and business, "He cares for Erica, yet she also represents this kind of ideal that he has in his mind. He sees her as his future wife and having kids and the house and that kind of dream." As for Willie's career track and his relationship to Frank, Phoenix explains, "Frank is someone that Willie really admires. He's like a father figure. He hopes to be like Frank one day: with the family and the nice house, the nice car, etc. Willie aspires to rise in Frank's business and one day take over for him." To Willie, Frank has everything, but as the story progresses, Frank's weaknesses come to surface and the imperfections of the family and business are revealed.

Theron remembers her first impressions of the script, "I don't think I've ever read anything quite as intense as THE YARDS. When I read the script for the first time, I knew it was something I wanted to do for many reasons, one being that I think James Gray is just a fabulous writer and director. Theron further explains, "The characters are written in so much depth that it's just like these onion layers that you keep peeling away. It is very challenging from the perspective of an actor." Theron's Erica is a pivotal character whose present day romance with Willie cannot erase the emotional bond she shares with Leo. ""A lot of rules get broken. It's a very complex love story, "' explains Theron on the relationship between Erica, Leo and Willie. She also feels that although Erica appears tough and rebellious, she is a positive force in the family - someone who maintains the spirit to persevere when faced with obstacles. "There's a lovely innocence about her despite all she has been through and this will and power to not give up. This is a movie about life and corruption and betrayal - everything we deal with in our everyday existence. And these are real people and the characters are dealing with real issues." On working with Phoenix and Wahlberg alongside the talent of Dunaway, Caan and Burstyn, Theron states, "It was an absolute pleasure to work with these actors and to be surrounded by such amazing talent."

A true student of film and admirer of great cinema, James Gray was mindful in casting veteran actors James Caan, Faye Dunaway and Ellen Burstyn whose respective performances in such films as "The Godfather," "Bonnie and Clyde" and "Alice Doesn't Live Here Anymore" made a lasting impression on the writer/ filmmaker.

"He's very impressive," states Caan on working with the Gray. "I like working with someone who has a definite idea. He knows where all of the characters are at every moment. Frank believes he is the king of his world. He's a guy who thinks he has control over everything when, in fact, he has control over nothing. James [Gray] and I were discussing that in a sense, the film is about time passing and your expectations never coming out the way you had planned. My character went through all of the hard knocks. He has all of the scars to prove it. And now, time has passed and he looks to the younger generation in his family and that leads him to Leo."

Faye Dunaway adds, "This movie has a grit about it. It deals with corruption in society and with the complications that go on within a family. I think its mythic in that sense. I also liked the ensemble quality. These are the aspects that really attracted me to the project." Dunaway further explains that working on this film challenged her as an actor, "James [Gray] and I have a good relationship. He's very focussed on helping me to experience the moment and stay very minimal. It's the best kind of work you can do. It"s not showing it, it's being it. I've always worked that way to some degree, but it feels new. It feels like something I have not done in a while or not quite in this way." Dunaway's Kitty Olchin is a character who, when in the presence of her husband Frank, often falls in the background. But when compared to her sister Val, Kitty's desires and ambitions come to the surface. "I think Kitty is more ambitious than Val. She's one of those people who has this hunger for the better things in life. Val is softer and more satisfied with simpler things. I think Kitty wants more than that. It's the marriage to this wealthy guy. Her heart is absolutely in the right place. She wants more for her children and is trying to get them out of the working class environment." Dunaway was delighted to be teamed with the actors in THE YARDS, "James Caan and I had never worked together. You see the mind that he brings to his work, and the sensitivity, and the craft. He's a very good actor. Ellen is one of my favorite actresses and I've always wanted to work with her.

Playing the role of Leo's mother Val is Ellen Burstyn. Burstyn reveals that she was initially attracted to the part of Val due to her overall interest in the script, "I think James Gray and Matt Reeves have written a wonderful script, and it's amazing that this is only James's second movie. As a director, he likes to go into a scene and find all the different possibilities and unearth what is not always so apparent in the first reading. It's really quite exciting to work with him." On the character of Val, she continues, "'Val has brought up her son alone without a husband, and her son has been without a father. And that creates certain problems for a young man and a closeness in the relationship with his mother. And now that the mother is sick, that leaves the young man feeling really unguided. It is very difficult for a young man in his position to be facing these enormous forces of evil and darkness and betrayal and to find the way to do what is right. In that way, a heroic character has been created in Leo, almost mythic."

With his second feature film since "Little Odessa," Gray's THE YARDS breaks into new ground. "With THE YARDS, I've attempted to do something different tonally," he says, "I've attempted a sort of different emotional temperature. I think really at the core I wanted it to be about people with great intentions." Gray elaborates that he is interested in stories about family, and their accompanying complexities: "I like films about familial situations. That is clearly what interests me in other movies and books." Prior to his education at the University of Southern California's film school, Gray grew up in Queens, New York, where as a child he aspired to be a painter. However, it was not until junior high school that Gray's interest was sparked by a new art form. He explains, "I sort of moved away from painting at that point because I felt that movies were a kind of incredible amalgamation of all these different art forms. That you could use a painterly frame, but you could also introduce theatrics. Because it's how you stage a scene and how you move the actors, and music which I loved." In pre-production for both THE YARDS and "Little Odessa," Gray painted over 40 watercolors which depicted scenes from the script, "I'll do a painting for each scene which is what"s essentially in my mind's eye. I don't expect the movie to look exactly like each watercolor. Instead, the idea is that they're there as a kind of motivational tool. Ultimately what happens is that the movie becomes an enlargement of your original vision, not only what you originally had in mind."

Gray had already conceived the initial concept for "The Yards" when he asked Matt Reeves to work with him on the script. Reeves elaborates, "James' vision for the film was ambitious and we set out to focus the story and explore the emotional intimacy of the piece." Reeves thoroughly enjoyed the experience of working with Gray. Of their collaboration, Reeves explains "it could be referred to as 'method writing'; he would play a piece of music to set a scene and we would begin speaking to each other in the character's voices." Reeves was also drawn to the central themes inherent in the film. "I am interested in characters who are struggling to make an emotional connection in the world and who are dealing with the disappointment that arises when their visions are unfulfilled. 'The Yards' was an opportunity to examine these ideas further." Additionally, Reeves felt one of the main concepts of the film was the importance of family. "The film is about the challenges that are made against the family in modern society and the struggle to maintain any sense of familial bond," says Reeves.

Music is another key element which Gray relied on in the making of THE YARDS. He explains, "Stanislavsky once said that music is the only direct way to the heart, and that sometimes that which you cannot put in words in terms of direction, you can play in a piece of music. So, a lot of times I try to use that as a tool."' Continuing on the subject, Gray explains that music has helped to evoke an operatic quality he was looking to express in the film, "I can't write without listening to pieces of music. When writing this film, I started to think about it in operatic terms. And then I became fanatical about opera and I started to get everything, like anything by Verdi and Puccini because it"s so emotional and so intense." States producer Paul Webster, "'James is always talking about references to paintings and music. When he writes a script, he usually gives you the music first and the script later. The music for him is as important as any one element, and kind of drives his writing images."

Filming of THE YARDS took place in and around the New York area, with portions shot on actual subway lines and industrial repair plants. Queens served as the central location for shooting, although locations were also used in Brooklyn, Manhattan, Roosevelt Island and New Jersey. "'I set the story in Queens because I felt I know the neighborhood," explains Gray. I felt that if I know Queens, then I have a head start on setting up this sort of world and atmosphere in an accurate way because the devil is in the details."

In order to depict those details precisely, it was important for the members of THE YARDS production team to be familiar with the environment which Gray and Reeves had written about. For cinematographer Harris Savides, production designer Kevin Thompson and costume designer Michael Clancy, the pre-production stage was a crucial time in which they were able to create accurate settings and costumes for the characters. Savides explains, "James had a particular vision for the film. So, he and I went to the Metropolitan Museum of Art and looked at some of the George Delatour paintings. In those paintings there's a certain quality of candlelight, of people's faces being lit with this warm light. We wanted to translate that quality into our lighting scheme in the film. We used a lot of single source lighting and a very soft-top light. And we wanted the colors to be very subtle and subdued. Along with Kevin Thompson, we chose colors that were very muted."" Thompson explains, "It's a matter of understanding from a filmmaker's point of view what that location means in terms of the entire movie. We had a very luxurious prep period of talking, scouting, watching movies and discussing a language in which we could all speak and define so that once we started filming, we could be in sync." Thompson further explains that sets were designed to recreate a rich, authentic look, such as Val Handler's apartment, which is filled with memories from the past. It is that "layering of time," as Thompson describes it, that conveys depth in the lives of the characters. Clancy adds, this project in particular, Kevin Thompson and I worked very closely together, because the film is very controlled color-wise from the design point of view. We had also shared the experience of working with James Gray on 'Little Odessa' and had an understanding as to where he was coming from."

Clancy continues to explain how the characters' appearances evolved. "In terms of costuming Charlize's character Erica, when you read the script she kind of appears to be a regular 'Queens girl,' but in the process of coming up with the design of the movie, we moved away from that a little bit and made her more like a "rocker.' For Mark's character Leo, his clothes project a 'good guy' image because he is someone who wants to stay on the straight and narrow. For Willie, Joaquin and I were on the same page in wanting him to be sort of stylish and stylized. His clothes are always a bit tight and he's been working out a lot. It's all part and parcel of the overall look and the basic silhouette we wanted for him, which is pretty pared down and a little scary."

Producers Paul Webster, Nick Wechsler, and Kerry Orent, were all very excited to be involved in this project. States Wechsler, "James Gray started telling the idea to Paul Webster and me after the conclusion of 'Little Odessa! Paul and I were producer and executive producer on 'Little Odessa,' and this is just a continuation of our relationship with James." States Webster, "Personally, I think James is one of the best young directors. I've spent a long time working with him throughout his career, and I think he has a great sense of vision."

On the casting process, Wechsler adds, "Many young dramatic actors were big fans of 'Little Odessa' and James had established relationships with many of them because of the movie. It was just a matter of figuring out who was the most passionate and appropriate for the project." He continues, "UTA was incredibly helpful in putting us in touch with Charlize Theron, Mark Wahlberg, and James Caan.

Caan was an idea I had. I thought he was grossly overlooked when films were casting a man of his age. He's one of our greatest actors and we get to rediscover him." States Webster, "We were able to assemble a really great cast. These are very serious, intelligent actors, and James is an intelligent and serious director. So, you get a mixture of people who respond to this kind of depth of material."

Any moviemaker who ventures into the sewers of New York City corruption will find Sidney Lumet's wet footprints. In classics like The Pawnbroker, Serpico, and Q&A, this streetwise film master has explored, among other things, individual morality in the face of big-city vice and individual transcendence of ethnic conflict. Other moviemakers, before and since, have tried this territory, but Lumet owns it.

The Yards, directed by a 29-year-old New Yorker named James Gray (Little Odessa) and cowritten by Long Islander Matt Reeves (The Pallbearer), feels like Lumet Lite -- mixed with a dash of The Godfather. That's not the worst thing you could say about a melodrama of sin and redemption set in a scummy world of crooked transit authority contracts, graft-ridden politicians, saboteurs, and murderers. It's just that Gray doesn't quite summon up the knowingness, or the ferocity, or the unexpected tenderness, of a Lumet running full throttle on the New York pavements, much less the tragic grandeur of a Coppola. 

That said, let's also note that The Yards is far more engaging than most movies released this year -- thanks in large part to a terrific cast headed up by Boogie Nights star Mark Wahlberg, Joaquin Phoenix, Charlize Theron, and that long-familiar figure of the five boroughs, James Caan. Gray has also added veterans Faye Dunaway and Ellen Burstyn in supporting roles -- and that does no harm to the film's authenticity. When, in the course of these two hours, you find yourself stuffed into an overheated Queens kitchen, you believe you're in a Queens kitchen because the rhythms of the small talk around the table are just right. When you wind up at a borough president's birthday party in a high school gym, it looks and sounds real, right down to the glad-handing of the neighborhood predators and the roses in their lapels. The acting is so fine, the whole scene feels like documentary. 

Our hero, like so many movie heroes before him, is a freshly sprung ex-con who's determined to go straight but is dangerously susceptible to the temptations of money and power. Lean and hungry Leo Handler (Wahlberg) has just taken a fall for friends, kept his mouth shut, and done 16 months for auto theft. Now that he's home, the boys are pouring him a cold one and hatching plots. How long can it be until our Leo gets tangled up in shady business deals and a killing in a subway depot called the Sunnyside Yards? The ominous screech of steel wheels on a ribbon of track gives us the first clue. 

Leo's bad company includes his best friend, Willie Gutierrez (Phoenix), who turns out to be a bagman for Frank Olchin (Caan), a well-connected equipment contractor who also happens to be Leo's uncle. Willie's workload includes distributing well-stuffed envelopes to well-dressed public officials, playing push-and-shove with the boss' competitors, and generally seeing to it that Electric Rail Corporation stays one step ahead when it comes to lucrative deals with the city. 

"Life is about favors," Willie tells Leo, who gets the idea very quickly. For his part, Big Frank oversees the delicate balance of power that keeps him on top of the game. Meanwhile, these young filmmakers glory in every moment their veteran star is on-screen, not least because they've seen a few movies. With his pencil-line mustache, extravagant jowls, and careful speech patterns, the 62-year-old Caan reminds us much more these days of the wise, battle-weary old bear Marlon Brando gave us in The Godfather than of his muscular, hotheaded son. This Sonny-becomes-Vito effect is weirdly satisfying, and it is distinctly underscored by the dark-gold opulence and shadowy menace director of photography Harris Savides contributes to the film's look. If Caan is copping from Brando, Savides has surely studied every frame of Gordon Willis. 

The Yards, of course, is no more The Godfather than it is Serpico, but I found myself taking perverse pleasure in seeing Lumet's sense of evil and Coppola's great stylistic tropes reproduced by moviemakers young enough to be Connie Corleone's grandchildren. 

Leo's quandary is also a bit derivative, but convincing enough. Caught in a web of violence, he's soon on the run, from the authorities on one flank and the self-serving members of his own family on the other. Besieged by doubts, this child of the streets must at last decide what's right -- whether to uphold the ancient code of silence or snitch out a nest of rats who have decided to kill him. En route, director Gray provides some dramatic moments any big-city filmmaker would be proud of. Willie and Leo's midnight mishaps in the subway yards are pure street, and the political birthday party (note the great cameo by singer Steve Lawrence as the crooked borough president!) is dirty fun. But for my money, the most masterful scene has poor Leo creeping through the blue-green corridors of a run-down Queens hospital, searching for a cop he's critically wounded and now has been ordered to finish off. Sidney Lumet himself would appreciate the high physical and moral tension Gray produces, as well as a wealth of dead-on detail -- a yawning night nurse, a dying patient (the wrong one, it turns out) behind a curtain, footsteps echoing on the linoleum, the fear in Leo's eyes. 

By commercial necessity, I suppose, The Yards also contains a touch of frustrated romance. Leo has a thing for Willie's sultry girlfriend, Erica (Theron), despite the fact that she's apparently his first cousin. When Leo becomes a fugitive, it's Erica who stands by him, and while that's serviceable character development, the entire triangle seems a bit artificial. Theron is fine, but the moviemakers might have been better off giving more screen time to Dunaway (Big Frank's deluded wife) and Burstyn (Leo's beleaguered mother), both of whom come across as authentic blue-collar Queens strivers. 

For Caan's schtick alone The Yards is worthwhile, but we may also be witnessing the emergence, in Gray, of a young filmmaker who's just starting to find the range. The self-consciousness of Little Odessa (all about Russian mobsters in Brighton Beach) has now given way to inspired mimicry, and we can likely expect more assurance and individuality next time around. For now, glory in a terrific cast playing a Lumet-inspired tune straight off the streets of the Big Apple. 

NEW YORK -- Giorgio Armani had a big hug and kiss for Richard Gere, the original on-screen Armani man, as the Italian fashion icon launched a retrospective of his designs Wednesday evening at the Solomon R. Guggenheim Museum.

Gere said his Armani wardrobe for the 1980 film American Gigolo was ''extremely adventurous'' at the time -- and Gere himself didn't own a suit when he made the movie. Now he's an Armani man. Why? He shouted giddily, ''You put it on, and it fits -- 40 regular!''

Armani said he doesn't often see the celebrities he dresses. But he was surrounded by them at the black-tie event.

Liam Neeson was clad in black Armani jacket, pants and T-shirt and revealed ''even the underwear'' was Armani. He walked with a black cane to match his outfit. He's ''nearly 100%'' after his summer motorcycle crash, said wife Natasha Richardson, in a navel-baring Armani top. 

Frequent Armani wearer Michelle Pfeiffer, arriving with husband David E. Kelley, said: ''He's one of the few designers where things actually look better on the woman than they do on the hanger. I'm always sure if I wear something of his, I'm not going to embarrass myself -- which is easy to do!''

Billy Crystal, who quipped that Armani also will be rooting for the Yankees in the World Series, said the designer ''has dressed me for a long time. It's hard to find clothes for someone my size.'' He has a couple dozen Armani combos in his closet.

Glenn Close, in glittery Armani topped by a velvet coat, said, ''I like to be comfortable and be myself,'' and Armani allows that. Dylan McDermott praised ''the classic, classic style,'' and Mark Wahlberg said the only suits he has owned are Armani.

Other celebs who made the scene: Robert De Niro, Jeremy Irons, Ashley Judd, Lauren Hutton, Cuba Gooding Jr., Aussie Olympian Ian Thorpe, Joaquin Phoenix, Pete Sampras and new wife Bridgette Wilson, and NBA coach Pat Riley. 

NEW YORK — Indie director James Gray employed a key skill to draw inspiration for his second film, The Yards. 

"Eavesdropping," the 31-year-old director said, describing how he heard some of the stories that fueled his moody drama about corruption in the New York transit system.

Gray's father is a former supplier for the Metropolitan Transit Authority (MTA). "I tried to take as much of it as I could from the real stories I had been told," the Queens native said. But Dad had final script approval. 

"I gave [the script] to him to read, and he still went and marked it up. But he said on the whole it was incredibly accurate," Gray said. 

In The Yards, Mark Wahlberg plays Leo Handler, a just-released, brooding ex-con who returns to a no-less contentious environment: his childhood home in Queens, N.Y. Seeking to go straight, he hooks up with longtime friend Willie (Joaquin Phoenix), a shady fellow who works for Leo's uncle (James Caan), the head of the MTA's No. 1 parts supplier. 

When Leo attempts to get a job at the company, his uncle advises him to train to be a mechanic first. More enticing, though, is Willie's shortcut into the business: wheeling and dealing (and sometimes threatening) rivals and politicians behind the scenes. 

Gray said he created Leo as a decent but benighted soul, reflective of the less rosy side of post-prison life. "He's this tragically dimwitted figure who exists in a world that's totally hostile to him. If you go to jail, this is not a society [interested in] rehabilitation, really," he said. 

Reflecting the tenor of its main character, The Yards has a more somber and measured pace than most films today. The director invokes Francis Ford Coppola's Godfather films as strong influences, as well as the work of neo-Realist Italian filmmaker Luchino Visconti. 

"You always steal from the best," he observed. "Everybody steals from somebody. There is no such thing as an original film. It does not exist. 

"I stole from a bunch of movies all in the service of making a particular style of film, which I would call a combination of melodrama and social drama." 

While Gray said he had faith in the "elder statesmen" of his cast — Caan, Ellen Burstyn (playing Wahlberg's mom) and Faye Dunaway (Caan's wife), for the younger roles he searched for actors who would be committed to the characters. 

Gray similarly mixed old pros (Maximilian Schell, Vanessa Redgrave) and intense younger thespians (Edward Furlong, Tim Roth) in his debut film, 1995's Brooklyn mob drama Little Odessa. 

Yards co-star Charlize Theron, who plays Wahlberg's emotionally wrenched sister [Ed. Note: actually his cousin], vividly recalls the shoot's intensity, despite wrapping the film over a year ago. "It was very, very challenging material. [Gray] doesn't make it easy for you. We were definitely drained after making that movie," she said. 

The director concurs with Theron, noting he went further in pressuring her than her fellow cast members. "I wanted this character to be in a frazzled emotional state. And I did put her through the wringer to get that," he admitted. 

And however successful Gray was in directing The Yards, which was an official entry at this year's Cannes festival, his comic relief skills apparently need work. 

"I was trying to be Mr. Joker a lot, trying to loosen things up, but I guess I didn't succeed in her case," Gray said. The Yards opens Friday, Oct. 20 in New York and Los Angeles, and in other cities over the next few weeks. 

Yet The Yards has very little to say. Like Gray's debut feature, Little Odessa, it is so choked with its own solemnity that it barely musters the energy to tell a story. What The Yards does have is a collection of movie situations, recognizable from the films of Coppola and Scorsese, with a less obvious debt to Kazan. The shadow of The Godfather (or more specifically the shadowy cinematography of Gordon Willis) hangs heavy over The Yards.

The plot is serviceable: a car thief (Mark Wahlberg) returns to the neighborhood after a prison stint (the neighborhood is in the boroughs of New York City, because that is the only place movies are set). His ailing mother (Ellen Burstyn) wants him to get a good union job with the wealthy new husband (James Caan) of her sister (Faye Dunaway). Caan runs a business that repairs and maintains subway cars, a business as crooked as the subterranean tracks beneath the city. He tries to get Wahlberg a legit job, but the kid falls in with a childhood friend (Joaquin Phoenix) running a dirty part of the company. Phoenix is also dating Wahlberg's cousin and ex-flame, Charlize Theron in a black dye job. 

Gray is a maker of stunning moments, and there are some evocative set-pieces: the subway yards at night, just before violence erupts; the sight of Caan buffing his shoes on one of those old-fashioned home shoe-shiners; the way the lights black out just as Wahlberg asks Theron whether she got his letters from prison, a conversation that is never finished. He's also got a marvelous eye for industrial buildings and interiors. But measure a parallel to The Godfather.. In The Yards, there is a sequence evidently inspired by The Godfather's great hospital scene; here, as there, someone enters the hospital intent on murdering a helpless patient. When Wahlberg enters the hospital room, the curtains surrounding the beds glow with a heavenly light from inside, as though God himself were in the room. It's an impressive touch, yet how much more effective is Coppola's functional, clean hospital set, with its sense of verisimilitude not distracting us from the suspense at hand. 

The script hits every emotion and plot point much too exactly. Gray understands the power of unexplained things, yet his people only seem to talk about the matter at hand, and scenes stagger in the mud of literalism. Too many of the actors sink into their "NYPD Blue" accents, even though you can sense Burstyn and Dunaway giving their all for the sake of an offbeat project. Wahlberg generally does well with the contemplative routine, and it's a delight to see Steve Lawrence cast as a corrupt borough chief. The recently rejuvenated James Caan (he's also terrific in the unfairly maligned Way of the Gun) walks away with his scenes, although it might be asked how a character so exquisitely sensitive could have risen to the level of ill-gotten power he has achieved. That kind of inconsistency marks Gray's work: the spending of talent for the sake of effect. 

Gray's history in Hollywood and its fringes has been short but complicated. In person, he is ultra-smart, bone-crushingly enthusiastic, and supremely knowledgeable about his medium. I have interviewed him twice, and I can imagine that his non-stop intensity must be a powerful aphrodisiac for potential backers and cast members of his movies. His first effort, undertaken when he was barely out of film school at USC, was the under-appreciated Little Odessa -- a tale of petty criminals and the Russian Mafia set in a constantly overcast Brighton Beach -- that starred Tim Roth, Maximilian Schell, and Vanessa Redgrave. Not bad for a beginner, though critics hammered the deliciously, relentlessly dark and downbeat film as too "depressing," that epithet that short-circuits all thought. 

Now he's back, some five years later, with another tale of petty crime set in a New York borough. The trades have intimated strongly that he and Harvey Weinstein of Miramax, the film's producer, disagreed violently about the film, delaying it for over a year. (Gray told me that he reshot the ending of the film, paying for it himself.) I'm glad he stuck to his guns. He's obviously a wonderful director of actors, and the cast he has assembled is the cream of both the older and the newer crop. Among the former are Ellen Burstyn, Faye Dunaway, and James Caan, and among the latter are Mark Wahlberg, Joaquin Phoenix, and Charlize Theron. Their intergenerational chemistry is quite remarkable, and the youngsters seem to be learning from their accomplished elders right in front of you, while you're watching.

Leo Handler (Wahlberg) has just been released from jail and dreams only of a decent job and spending time with his sick mother Val (Burstyn). Her sister is Kitty (Dunaway), who is married to Frank Olchin, a local provider of subway car parts who has some shady dealings with local borough officials. Willie Gutierrez (Phoenix), Leo's best friend, has been working for Frank, doing his undercover dirty work, and he seduces Leo into joining his team to make some quick money. It's downhill from there, as a murder is committed their first night out, the foul deed is pinned on Leo, and he goes on the lam. In the classic Hitchcock mold, Wahlberg, the Wrong Man, is hunted by both the police and Caan's thugs, who want to make sure he keeps his mouth shut, permanently. His only friend in the extended family is Erica, Willie's girlfriend, who's played by a radiant but completely believable Charlize Theron.

The story itself is gripping, in a low-key kind of way, from beginning to end, but what's especially remarkable is Gray's ability to evoke the two opposite ends of the aesthetic spectrum, intense realism and philosophical or symbolic resonance, without stopping in that middle range of stylization that limits most films in this genre. The situations and scenes are so powerfully evoked and acted that you feel like you're really in Leo's skin, say; you viscerally feel what it must be like to be so unjustly accused. In other words, despite the superficial familiarity of the plot situations, there's no rote, paint-by-numbers formulizing here; Gray's underworld has been freshly re-imagined. On the other hand, what might be called the symbolic level is equally evident, yet never intrusive. Thus, when Leo is betrayed by his friends, we feel for him as a specific individual, but we also get a glimpse of Betrayal as a concept, as one of the great themes of human existence, as we haven't perhaps since the Godfather films. 

So don't be misled by claims that you've seen this one already. You haven't, and you should. 

As he signaled all too clearly with his underrated and unappreciated debut film, Little Odessa, writer-director James Gray has a major jones for the gritty, dour, hyperrealistic dramas of the American '70s. He's also got the discipline and talent to satisfy it in the decidedly ungritty, emotionally cheapened Hollywood now. The Yards conforms so uniformly to Little Odessa's tone and rigor that Gray might just be guilty of having a vision — albeit a depressing one — and for that he may eventually be hung out to dry. But for now, he's got Miramax at his back, and The Yards comes to us uncompromised, if, in fact, deeply imperfect and a little dull. Watch its opening movement for proof: Leo (Mark Wahlberg) returns home after a prison stint for car theft; visibly humbled by his experience, he re-enters the Brooklyn, N.Y., apartment where his mother (Ellen Burstyn) lives to find a party thrown in his honor. Gray orchestrates this complex scene brilliantly, floating unobtrusively from one mini-confrontation to another, dribbling out exposition so subtly that you never notice it and delineating the tension between celebration and repressed dread so expertly that you can't help but think of the Godfather films. 

In fact, Gray robs a bit from both The Godfather Part II and On the Waterfront, but with such conviction that it doesn't matter. Still, The Yards sags in its final third, just as Waterfront does, under the weight of moral resolution. Leo wants to stay clean but finds (naturally) that's not so easy, especially when the opportunity arises to work alongside his best friend, Willie (Joaquin Phoenix), for his step-uncle Frank (James Caan), who owns a business manufacturing hardware for the New York Transit Authority. Willie is mostly involved in paying off officials and sabotaging other companies' equipment, and when a midnight visit to the Sunnyside train yards climaxes in Willie's stabbing of the night manager (as well as Leo's self-defensive drubbing of a transit cop), Leo is fingered and must go on the run all over again. Mixed into the chaos is Erica (Charlize Theron), Leo's cousin and Willie's girl, whose Brooklyn princess lifestyle sours once she realizes the truth about the killing. 

Once Leo becomes a fugitive, The Yards slows down considerably, and its noirish momentum becomes a series of disconnected meetings in stairwells, culminating with a flourish of semi-legal strategy. Not unlike the remake of Kiss of Death in its narrative arc, Gray's movie peters out and grows predictable — Willie has "back-stabbing opportunist" written all over him, and Leo, in what's become the Mark Wahlberg manner, is something of a martyr. But getting there is melted butter on the toast of anyone who fondly remembers the days when Caan, Burstyn, and Faye Dunaway (who plays Theron's mother) were young and American movies bristled with discontent. All three vets give their best, most believable performances in more than a decade. I'd trade the whole year's Hollywood product for the offhand moment at the kitchen table when Dunaway asks Burstyn, "You still shop at Waldbaum's?" It's a grand relief when you realize that Caan's head honcho is merely a sensible player in systemic corruption and not a brutal wiseguy, and that Erica, Willie, and Leo aren't going to form a romantic triangle. The Yards may not have enough story to sustain its narrative momentum, but Gray just might be our best shot at a new Coppola. 
--Michael Atkinson 

There is a taut little suspense thriller trapped inside a grand opera in "The Yards," and try as it might to escape, it can't help being smothered by the filmmaker's desire to create a story straight out of "The Godfather" or Greek mythology.

Writer-director James Gray fills his movie with the same moral ambiguity and somber lighting that characterized his feature debut, 1994's "Little Odessa," but unfortunately the two films share a self-important gravity that exceeds their modest stories. Less, in this case, would mean much more. 

Gray based "The Yards" on the experiences of his father, who worked in New York's railway maintenance yards and was involved in an infamous 1986 racketeering scandal that led to the suicide of Queens borough president Donald Manes. Given that personal connection, it's not surprising that the screenplay (co-written by "Felicity" co-creator Matt Reeves) is full of cryptic characters and interesting situations that have an authentic feel.

In the film's opening moments, we meet Leo (Mark Wahlberg), recently paroled from a 16-month stint in prison. Leo took the fall for his buddy Willie (Joaquin Phoenix) on an auto theft charge, and now he's hoping Willie will return the favor with some help in finding a job. Willie works for Frank (James Caan), who recently married Leo's aunt, Kitty (Faye Dunaway). Willie also is seriously involved with Leo's cousin, Erica (a brunette Charlize Theron), so the ties that bind are mildly incestuous. (Hint, hint.)

Frank's company makes and repairs subway parts, which sounds simple enough. But in order to win contracts, Frank's minions bribe public officials and vandalize existing subway cars to discredit rivals. Willie is Frank's chief operative, and Leo wants a piece of the action without realizing that the dangers involved in acquiring the "easy money."

Gray does a good job at creating characters torn in their conflicting desires to be loyal to family, friends and their own self-interests. There are some superb scenes of suspense, and the ensemble, which also includes Ellen Burstyn as Leo's mom and Steve Lawrence as a conniving politician, all have their moments. It's particularly enjoyable to watch Caan sink his chops into the ambiguous Frank, a man playing by the rules of the system, but not always happy about his part in the consequences of corruption.

But the film's second and third acts are filled with some preposterous plot developments and an over-ambitious reach that tries to do too many things. The last 20 minutes alone contains enough plot to fill another movie; Gray could have ended "The Yards" at least twice before the screen finally fades to black.

And just in case the audience is unaware of the film's weighty attempt at grandeur, Howard Shore's overbearing score makes sure to ram each and every plot point home, a strange decision given Gray's obvious fondness for ambiguity. But then "The Yards" is a movie full of such contradictions. It's a wonder how a filmmaker with such attention to detail could get so many little things wrong. 

There is a sad, tender quality in "The Yards" I couldn't put my finger on, until I learned that the director's father inspired one of the characters. The movie is set around the yards where the New York mass transit trains are made up and repaired. It is about a kid who gets out of jail, wants to do right and gets in trouble again. And about his uncle, who works on both sides of the law. This uncle is not an evil man. When he breaks the law, it's because in his business those who do not break the law don't remain in business. The system was corrupt when he found it and will be corrupt when he leaves it. He has to make a living for his family.

It's that ambiguity that makes the film interesting. Most crime movies have a simplistic good vs. evil moral structure. When "The Godfather" comes along, with its shades of morality within a shifting situation, it exposes most mob pictures as fairy tales. "The Yards" resembles "The Godfather" in the way it goes inside the structure of corruption, and shows how judges and elected officials work at arms' length with people they know are breaking the law. But it also resembles "Mean Streets," the film about two childhood friends who get in over their heads.

Early in the film, Frank explains his business: "If it's on a train or a subway, we make it or we fix it." This process involves bribes, kickbacks and theft. But Frank is a reasonable and measured man who operates within a system that everyone tacitly accepts, even the police. There's a way things are done, everybody gets taken care of, everybody's happy. I was intrigued by how the writer-director James Gray makes Frank not a villain but a hard-working guy who breaks the law, yes, but isn't a bad guy in the usual movie sense.

Then I learned that Frank was somewhat inspired by Gray's own father, who was involved in the same racketeering scandal that led to the 1986 suicide of Queens borough president Donald Manes, who stabbed himself when it was revealed that he had taken payoffs. When your father is supposed to be the bad guy, you don't always see it that way. It gets complicated.

Complications are what "The Yards" is about. As the movie opens, Leo (Mark Wahlberg) has been released from prison, where he took the rap for his buddies on an auto theft charge. He was a stand-up guy and is welcomed home at a party including his best friend, Willie (Joaquin Phoenix). Leo's dad is dead. His mother, Val (Ellen Burstyn), has a sister, Kitty (Faye Dunaway), whose second husband is Uncle Frank. By her first marriage she has a daughter, Erica (Charlize Theron), who is dating Willie. So everyone is connected.

Leo goes to Uncle Frank looking for a job as a machinist. But that takes an apprenticeship, and Leo needs money; his mother has a heart condition. He seeks out Willie, who runs a crew for Frank, applying muscle in the yards. On his first night with Willie, everything goes wrong. A yardmaster is killed, and Leo beats up a cop. The cop fingers Leo, the only person he saw. "I didn't kill anyone," Leo tells Uncle Frank. "Then who did?" Leo shrugs in a way that lets Frank understand.

The movie is about how all of these relatives and friends deal with the tightening vise of the law. If Leo keeps quiet, he goes up for murder. If he talks, everyone goes down. Is Uncle Frank guilty? Yes, guilty of having a man like Willie on his payroll and using him for illegal purposes. But not guilty of murder. And there are shadings all around; a district police commander, offered a bribe to keep the cop from testifying, observes the cop was known for being a free with his nightstick--a euphemism, we sense, for things left unsaid.

Mark Wahlberg, as Leo, doesn't pop out as the "hero" of this film, but plays the character as withdrawn and sad. His mother is dying. His early promise died in prison. He doesn't have a higher education. There is a poignancy in the performance we don't often see in movies about organized crime; he isn't reckless or headstrong, but simply unlucky and required to make desperate moral decisions.

The cast occupies the same uncertain terrain. Willie is played by Phoenix as a man who has to betray Leo or go down himself. He can't keep his mind on Erica when his world is coming down around him. Frank is in a painful dilemma: Leo is his wife's nephew, not some punk who can be taken care of. When family members gather, vast silences lurk outside their conversations, because there is so much they know and cannot say.

"The Yards" is not exhilarating like some crime movies, or vibrant with energy like others. It exists in a morose middle ground, chosen by Gray, deliberately or not, because this is how his own memories feel. When indictments come down in political scandals, the defendants often say they were only trying to operate within the system. So they were. Their other choice was to find a new line of work. The system endures. If you don't take the payoff, someone else will. Fairly nice people can live in this shadowland. Sometimes things go wrong.

`The Yards" is a movie about crime and urban families, about coming of age in the big city in a milieu of casual but pervasive corruption. Set in the New York City borough of Queens -- in a harsh, high-stakes world of gangsters, railroad unions, local government and big money -- it's a rare and often quite good try at making a thriller with real people and believable contemporary backgrounds, with a story about a flawed but sympathetic young guy (Mark Wahlberg) caught in a network of conflicting loyalties. Wahlberg's Leo Handler is pulled one way by his crazy friend, Willie Gutierrez (Joaquin Phoenix); another by his careful uncle and patron, Frank Olchin (James Caan); yet another by his more idealistic mother, Val (Ellen Burstyn). The result: a whirlpool of violence and mischance, ending in a dark reckoning with fate and honor.

American moviemakers who try to construct their films like good novels are rare. Even rarer are the ones, like Francis Coppola and Martin Scorsese, who can bring that off. James Gray, who co-wrote and directed "The Yards," won the Venice Film Festival Grand Prize with his evocatively grim 1994 debut feature, "Little Odessa," then saw it die at the box office in America. In "The Yards," which premiered at the last Cannes Festival competition, he seems to be trying to protect himself more, serve up more guts, sex and juicy drama. Though he's not completely successful, his attempts to follow in the footsteps of "The Godfather" or "On the Waterfront" put him decently ahead of the usual studio movie thriller, like the high-concept "Bait" that just tries to get our emotional engines running, or the stripped down, economy-size remakes, like the new "Get Carter" that try to rip off the past and fake us out.

In "The Yards," Leo Handler is a young ex-con from a "good family" who has buddies on the mob's fringes, especially the reckless, temporarily well-connected Willie, who runs dirty errands for Leo's railroad repair business executive uncle Frank. Frank, no fool, wisely advises Leo to get a job as a machinist. Willie more persuasively talks him into following his own profession of enforcer. And when Leo's first job results in a death in the yards -- a killing by Willie -- they're both pulled into a whirlpool of gang wars and scandal.

"The Yards" is not a Mafia story, but Gray is obviously enamored of the worlds created by Coppola in "The Godfather" and Scorsese in "GoodFellas." With cinematographer Harris Savides, he gives "Yards" a burnished, mellow look, the characters surrounded by shadows and tradition. He doesn't let the violence take over; instead he lets his characters dominate.

For the most part, they do. Wahlberg may be an overly quiet protagonist, but the movie shines whenever we see the performances of Phoenix and Caan. Phoenix is becoming a master at the kind of weakling, big-talk, jazzed-up villain roles that once were the specialty of Eric Roberts -- and Caan not only provides a visual and emotional link to the world of "The Godfather" (where he played Sonny Corleone) but also gives Frank exactly the right touch of slightly nervous patriarchal solemnity. The women are less richly drawn, but Gray has cast these parts so well that the actresses are able to fill in the blanks. Burstyn convinces us as Leo's warmly forgiving mother, Dunaway slices into her scenes as Frank's frosty wife, Kitty, and Charlize Theron, once again, incarnates the kind of youthful girlfriend-amour who inspires feuds and haunts lives. There are even memorable minor roles, including Tony Musante and Steve Lawrence, almost improbably convincing as local politicians. (Have they considered running for office?)

If "The Yards" goes wrong anywhere, it's in not giving Leo the kind of ambiguous vulnerability and depth that Marlon Brando or Al Pacino put into "Waterfront" or "Godfather." "The Yards" is not really a conventional movie thriller, but Leo often feels like a more conventional movie protagonist, more than Tim Roth was in the icier-veined "Little Odessa." Yet, if "The Yards" misses its highest aspiration, it still shows good reach. It's a dense, novelistic look at the kind of place and story too often caricatured and stripped down in movies -- and however disappointing it might be in some respects (too pat and contrived, too much cliched uplift at the end), it's a good try at a classic American movie genre. It's a contender -- and it's not strictly business.

We don't want another Donny Manes situation here," says a character in "The Yards."

But only a real New Yorker will recognize the reference to former Queens political boss Donald Manes — who killed himself rather than risk being exposed for his role in city corruption.

Writer-director James Gray grew up in Queens, where his father worked for the subway system, and "The Yards" is full of local flora and fauna, like the view of Flushing from the No. 7 train, as it rises like an arthritic Phoenix from the Sunnyside train yards.

It is also about workaday corruption in the subway system and what it does to lifetime alliances. Most of the crises that propel the plot are barely believable, but the setting is perfect, just as it was in Gray's first movie, "Little Odessa," set in Brighton Beach.

Mark Wahlberg once again proves himself as an actor with a surprisingly delicate touch. He's just been sprung from jail for car theft and returns to a "Welcome Home Leo" party, thrown by the usual boisterous collection of family and friends, not all of whom are good influences.

Take his friend Willie, for example. Willie (Joaquin Phoenix) is dating Leo's cousin (Charlize Theron) and working for his step-uncle (James Caan) down at the yards. Willie's idea of a work shift is sneaking down to the yards and monkeying with competitors' trains so they won't receive the next city contract.

Within 10 minutes of the homecoming party scene, Leo is already a fugitive and is being talked into further acts of violence. None of this sits well with his mom (Ellen Burstyn), whose heart he is literally breaking — her next attack could be the Big One.

The strong point of this movie, which came away empty-handed from the Cannes competition, is its performances. With one exception (hint: Faye Dunaway), the actors seem remarkably at home in their milieu. It may take years before the "Marky Mark" taint stops following Wahlberg around, but he's a solid performer and is particularly adept at looking stung and sickened by betrayal.

Charlize Theron is meltingly believable as a young woman in need of a moral compass. Caan is slick as the step-uncle who wants what's best for the family, as long as it coincides with what's best for business, so that all ledgers come out even.

The fun moments: Hearing Faye Dunaway talk about shopping at Waldbaum's, as if that were remotely possible. Please. And watching singer Steve Lawrence seem eerily in his element as a Donald Manes-type swindler. 

Gray is already showing some signature visuals. In both his movies, a confused hero wanders through billowing white sheets or hospital curtains trying to escape his fate. And in both movies, the life of petty crime has so permeated parts of the boroughs that you can hardly make a trip to Waldbaum's without getting fingerprinted.

An army of stars donned their Giorgio Armani uniforms to salute fashion's primo ministro Wednesday night. And, believe it or not, some said they'd actually paid for their clothes.

"Honestly, I have bought his shirts and other things," Jeremy Irons attested at the launch of the Guggenheim Museum's Armani retrospective. "He cuts clothes in such a way that it suits me."

Miami Heat coach Pat Riley swore that he supports his own Armani addiction.

"Eighteen years ago, I bought my very first suit by him, and it was wonderful," said the most meticulously dressed man in the NBA. "At this point I have 15 navy-blue suits of his."

Punk pioneer Patti Smith, hardly a fashion plate, impressed Armani with an olive-drab overcoat he'd created in 1978.

"I bought it with the money from my first and only radio hit, 'Because the Night,' " Smith told us. "I got a check for $16,000. I spent $8,000 on a car for my father, and I bought myself this for $8,000. It's the one indulgence in my life."

Like most of the stars who paid court to Armani, Michelle Pfeiffer made no bones about getting free duds in exchange for lending him her allure.

"I like a lot of other designers, too, but I have a relationship with him, and I always come back," she said. "He'll never embarrass me."

One by one, Armanists like Mark Wahlberg, Billy Crystal, Laurence Fishburne, Joaquin Phoenix, Isabella Rossellini and Robbie Robertson marched up the Guggenheim's spiral ramp to inspect the mannequins wearing his couture.

(Theater director Robert Wilson had originally wanted to "soften" the museum's marble with a layer of dirt. Resistant Guggenheim officials finally settled on a carpet imported from Germany, the only place that apparently had the kind of gray Armani liked. Armani, who is said to have had hundreds of invitations trashed because he didn't like the shade, reviewed the names of everyone on list at the event, sponsored by InStyle.)

After the museum, it was on to a penthouse party at 9 E. 57th St., where reunions were the order of the night. Richard Gere, whose "American Gigolo" wardrobe helped spread Armani's cult in the States, shared hugs with co-star Lauren Hutton and the movie's director, Paul Schrader. Irons caught up with his "Real Thing" co-star, Glenn Close. Pfeiffer was flanked by husband David Kelley and ex-boyfriend Fisher Stevens, who are now friendly.

Liam Neeson, now free of his crutches, huddled with Robert De Niro, with whom he would have starred in Martin Scorsese's "Gangs of New York," if De Niro hadn't bailed out of the long shoot. "I hope we find another script," said Neeson, who planted two kisses on Bobby D when he left.

Cuba Gooding Jr. worked up a sweat on the dance floor with a foxy woman in a white skirt and diaphanous black top.

Ashley Judd, who did a quick change from a beaded bustier and pants to black dress, showed how revved up she gets about sporting men. The fiancee of Scottish race-car driver Dario Franchitti turned girlish when asked to pose with Olympic swim champ Ian Thorpe.

Fatwa-dogged novelist Salman Rushdie roamed the party solo, but scoffed at buzz in Britain that he and his model girlfriend Padma Lakshmi have cooled. "It's nonsense," said the Armani-clad Rushdie. "She's away at the moment on a job in Spain. But everything is fine."

Madonna stopped by for about two minutes. Jay Z and Puffy hung with Destiny's Child. D'Angelo, who sat down at his keyboard around 2 a.m., sent the crowd home close to 4.

As "The Yards" grimly wends its way toward a sudden surprise ending that's corny enough to cap a 1940's Warner Brothers crime story, it is impossible not to admire the film's epic ambitions, thwarted though they may be by the final spasm of nobility. But until that moment, "The Yards," directed by James Gray ("Little Odessa"), impresses as one of the few films in recent years to dare to tread in the sacred shadow of Francis Ford Coppola's "Godfather" movies. For that kind of nerve, it deserves points.

With its candlelit chiaroscuro, its hushed family pow-wows, and a dark, churning score by Howard Shore that consciously echoes Nino Rota's and Carmine Coppola's original music for "The Godfather," "The Yards" aspires to the same towering evocation of a shadow world within the one we know.

James Caan, the original Sonny Corleone, is conveniently on hand to infuse "The Yards" with his smiling-cobra charm as Frank Olchin, the corrupt captain of a hugely profitable business repairing New York subway cars. Frank, who has grown rich and arrogant from a bribery and kickback scheme that involves the Queens borough president (Steve Lawrence), lives in a mansion whose interiors are bathed in the same eternal dusk that dimly glows inside the Mafia castles of "The Godfather."

Mr. Coppola's classic films aren't the only obvious forerunners of "The Yards." Often the movie recalls Sidney Lumet's gritty New York dramas of the 1970's and 80's. Some of its punchiest scenes show politicians, labor organizers, businessmen and policemen thrashing out issues and haggling for pieces of the pie. As these men in their cheap suits and bad dye jobs jockey for advantage, "The Yards" portrays New York City politics as a sweaty back-room world of shady deals and mutual back-scratching. If that world feels authentic, it also seems slightly out of date in these yuppified times.

Finally, there are those sentimental old-time prison movies that "The Yards" updates with its Coppola and Lumet-influenced touches. According to the formula, a good-hearted ex-convict back on the streets and determined to go straight finds himself led astray along a path from which there is no turning back. The only cliché missing is a concerned streetwise priest.

The dirty-faced angel suckered back into the criminal life in "The Yards" is Leo Handler (Mark Wahlberg), a street kid who served his time after taking the fall for a group of friends involved in an auto theft ring. Earnestly played by Mr. Wahlberg, who speaks his role in a near-whisper, he is a chip off James Cagney's block. As Leo endures one personal disaster after another, you know he will end up either a martyr or a hero, and you root for him to be saved by a miracle.

In old-time Hollywood style, "The Yards" also gives Leo a long-suffering, physically fragile mother of the sort that the Cagney character would call "Ma," as in "Aw, Ma!" Val (Ellen Burstyn) who has been living for her son's return, is the kind of doting but perpetually weepy mother whose heart condition dramatically improves or worsens depending on the fortunes of her fugitive boy.

Val also happens to be the sister of Frank's wife, Kitty (Faye Dunaway). No sooner has Leo returned from prison than he has a job interview with Frank, who promises him low-level work as a repairman once he completes the requisite training. Leo, who is less than enthusiastic about such prospects, wonders how his best friend, Willie Gutierrez (Joaquin Phoenix), who also works for Frank, has money to burn.

He soon finds out. When Willie takes him along on his rounds collecting payoffs for Frank, he invites Leo to be a partner. Leo can't resist the easy money. One night, Willie invites Frank to accompany him to the Queens subway yards, where trouble breaks out between competing contractors. In panic, Willie commits a murder, while Leo nearly kills a policemen who tries to prevent him from fleeing.

As the incident balloons into a scandal that threatens Frank's business, Leo goes into hiding and finds himself gradually cut off and eventually named the chief suspect in the killing. Adding emotional complications is Willie's engagement to Frank's beautiful stepdaughter (and Leo's cousin), Erica Soltz (Charlize Theron), who was Leo's teenage sweetheart.

"The Yards" is held together with so many narrative nuts and bolts it sometimes feels clogged with machinery, and as the story unfolds, the screenplay frantically tries to sketch in crucial details with little bursts of exposition. That rush to fill in the blanks takes its toll. And when "The Yards" builds to a moment of Greek tragedy near the end, it feels more forced than cathartic.

But for all its incongruities, "The Yards" is a serious film that strives for a moral complexity and a textural density rarely found in contemporary dramas. Its greatest asset is Mr. Phoenix's incendiary Willie. Hot-wired with ambition, every nerve twitching with impatience, his eyes ablaze, he is the personification of upward mobility run amok, an impassioned young man so desperately on the make he could explode at any second.

"The Yards" is rated R (Under 17 requires accompanying parent or adult guardian). It has scenes of violence and profanity.

THE YARDS

Written and directed by James Gray; director of photography, Harris Savides; edited by Jeff Ford; production designer, Kevin Thompson; produced by Paul Webster, Nick Wechsler and Kerry Orent; released by Miramax Films. Running time: 115 minutes. This film is rated R.

WITH: Mark Wahlberg (Leo Handler), Charlize Theron (Erica Soltz), Joaquin Phoenix (Willie Gutierrez), James Caan (Frank Olchin), Ellen Burstyn (Val Handler) and Faye Dunaway (Kitty Olchin). 

James Gray's sophomore feature (after "Little Odessa") is a dense tangle of friends and foes, fraudulent business and shady politics. "The Yards" is a striking and classically styled film about the vast rail yards in the Queens borough of New York City where the film and all the trouble begin.

After a stint in the slammer, Leo Handler (Mark Wahlberg) returns home to a welcome party. His mother Val (Ellen Burstyn) tearfully welcomes him home through a thin veil of worry that he'll be unable to be the good boy she so desperately wants. Leo had taken the fall for some friends who were involved in a car theft, and the friends repay the favor by getting him involved in a high stakes game of sabotage, big pay-offs and even murder.

Leo's uncle Frank (James Caan) heads a crooked company where Leo's best friend Willie (Joaquin Phoenix) works, leaning on railroad officials and greasing city council palms. Frank initially offers Leo a job on the straight-and-narrow, but Leo, determined to help out his poor mom, decides to make some big money by teaming up with Willie instead. For all the best of intentions, Leo's future isn't sunny for too long. Even Burstyn's pronouncement at the homecoming gathering is shrouded with doubt: "From now on, we're going to have nothing but good times." Those good times are short-lived when Willie, who leans too hard on a night watchman, causes a gang tussle in the yards in Queens. Trouble sparks between Leo and the police and virtually everyone else in his life, including Willie's girlfriend Erica (Charlize Theron) and Leo's Aunt Kitty (Faye Dunaway).

Walhberg's Leo is all eyes, searching his landscape for clues to making good on his sullied past. He subtly and convincingly fixes on a sensitive Leo - a young man with a rough surface, proud, loyal, but uneducated. He strikes the most compelling of figures, all with a tight conservation of emotion and energy. When Leo gets into a tussle with Willie, it feels remarkably real, explosive as though he'd been building up to it throughout the film, and we'd been feeling the build up of that tension right along with him.

But the former Marky Mark is just the tip of the ensemble cast, a superb arrangement of three young up-and-comers with three heavy-hitter veterans. While Wahlberg, Phoenix and Theron imbue their roles with a buried frenetic emotion, Ellen Burstyn, Faye Dunaway and James Caan all play their parts with a noble, baroque intensity. Burstyn is remarkable as Leo's ailing mom, and Dunaway is superb as her icy sister. The scenes between them are the best of the film, loading every glace with a lifetime of experience. Watching two of Hollywood's most enduring actresses together feels like a treat, almost indulgent. James Caan finally gets to play the boss, and he plays it for authenticity. The ghosts of "Alice Doesn't Live Here Anymore," "Bonnie and Clyde," and "The Godfather" follow the three vets through the film, adding to the film's authority. Also appearing is crooner Steve Lawrence as the Queens borough president, looking more like a gangster than an official, drawing clear lines between crime and civil service.

The characters float listlessly through director of photography Harris Savides' often monochromatic scenes. The frequently grayish, dim and high contrast lighting schemes give "The Yards" a heavy sense of catastrophe about to happen. It's a dim view of the American dream, trying to make a comfortable life in a climate of corruption and violence, but the performances make the film entirely tense and engrossing.

Matthew Breen is a film critic based in Los Angeles.

Note to Mark Wahlberg: Joaquin Phoenix does not love it when you call him names.

It seems Wahlberg had the damnedest time pronouncing Phoenix's first name (pronounced "Wah-Keen") when the two worked together on "The Yards."

"I never had anybody butcher my name worse than Wahlberg," Phoenix told gossipist Baird Jones at the film's New York premiere. "He started off calling me Yo-Hooker Phoenix, then it morphed into Hakeem, and at the end Marky Mark was calling me Rakeem, like I was some kind of rapper."

But hey, Phoenix is used to people messing up his moniker. "When I go out with the ladies," he says, "I don't force them to try to pronounce my first name. I tell them I like to go by the nickname Kitten."

That's Mister Kitten to you, Marky Mark

THE YARDS
A dark drama of urban corruption.Running time: 116 minutes. Rated R (bare breasts, violence). At the Lincoln Square, the Cinemas 1,2,3 and the Angelika.

VISUALLY accomplished and wonderfully acted, James Gray's "The Yards" is a downbeat drama about corruption in the New York City rail yards.

Leo (Mark Wahlberg) has just gotten out of jail and come back to Queens after taking the fall for car thefts committed with his friends. Now, worried about his ailing mother Val (Ellen Burstyn), he wants a regular job.

Val's sister Kitty (Faye Dunaway) has recently remarried Frank (a fine James Caan) who runs a politically-connected company that builds and repairs subway trains.

Frank already employs Leo's slick best friend Willie Gutierrez (Joaquin Phoenix) who's now going out with gorgeous Erica (Charlize Theron), the daughter of Leo's Aunt Kitty.

Although nothing is said, it's pretty clear Leo and Erica were once unusually close for first cousins.

Through Willie's intercession, Leo not only gets a job with Uncle Frank, he's assigned to work with Willie, who is Frank's point man when it comes to the illegal activities that are part and parcel of the rail yard business.

Frank's company, it seems, is threatened by competition, particularly by a Hispanic-owned corporation that is guaranteed 10 percent of all the city's rail yard business.

Frank therefore has to step up illegal efforts to get city dollars, whether that means bribing officials or having Willie organize the sabotage of trains repaired by the competition.

Leo accompanies Willie on one such wrecking expedition, one that goes badly when Willie stabs a rail yard manager to death and Leo is forced to defend himself against a club-wielding policeman and ends up putting the cop in a coma.

If the cop comes to, the ensuing investigations could bust the whole corrupt system wide open, so Willie orders Leo to make sure that he doesn't tell his story.

When Leo fails to murder the officer - who then does wake up - Willie lets it be known that Leo is responsible for both the murder and the assault on the cop.

Leo is forced into hiding, but he has no intention of taking the fall for his former best friend or his Uncle Frank.

Generally this movie is at its strongest when it's dealing with relationships. The screenplay by Gray, the director, and Matt Reeves is at its weakest and most prone to cliché in the scenes where crimes are being discussed or carried out.

But even when it's predictable, "The Yards" is remarkable for the way in which every character has more than one side, especially Willie, whose villainy is of the tragic kind.

Wahlberg is an actor comfortable in relatively quiet impassive roles, but Gray draws from him an unusually textured and powerful performance.

Joaquin Phoenix, who has already proved himself to be one of our best and most interesting young actors ("Gladiator," "Return to Paradise," "To Die For") is in top form.

The story parallels in some ways the real life fall of Queens Borough President Donald Manes who killed himself in March 1986, setting off a scandal that eventually scarred the administration of Mayor Ed Koch.

Oct. 20 —  You don’t have to ask. “The Yards” director James Gray will tell you, with precious little coaxing, the precise moment he decided he wanted to make movies. “I had just turned 10,” he remembers, “and my father, in an act of complete parental insanity, took me to see ‘Apocalypse Now’ at the Ziegfeld the week it opened. ... I thought it was the greatest thing I’d ever seen. I was blown away. That was it!”

         FADE OUT, 21 years later: “The Yards” goes into release Friday. Even if you did not already know that Francis Ford Coppola got Gray’s ball rolling, you could deduce as much from the way his movie echoes earlier Coppola films in its caramel-colored look and in the operatic excesses of crime melodrama.

       “If you watch ‘Godfather’ — and particularly ‘Godfather II’ — you find a profound sense of emotion,” Gray points out lovingly. “They look incredible. The acting’s amazing, and, of course, they have great historical and political perspective. They’re really everything you can ask for in cinema. Films today tend to shy away from lofty ambitions like that.”

       Not Gray’s. He has his “Godfather” cake and eats it, too, telling a certain amount of truth in the screenplay he wrote with an old film-school buddy, Matt Reeves. Gray says he stole all the stories his father told him about working at a company that manufactured subway equipment for New York City and put them in the movie.

       “I made up very little,” Gray says. “The movie was born of my father’s personal experience and guys I knew in high school and junior high.”

          Having James Caan as the movie’s senior partner-in-crime gives it the embellishment of reel myth. Caan played Marlon Brando’s firstborn in “The Godfather,” after all.

       “I based [the Caan] character on a real person,” Gray says. “I even designed the house to look like the real guy’s house, which is sort of a dark brown, oak-paneled room. Then all of a sudden James Caan wants to be in the movie. I look at him sitting in a dark brown, oak-paneled room with the light coming from above, and the only thing I can think of is — ”

       Gray hums the “Godfather” theme.

       “Caan’s mythology is so strong,” he continues. “We use that. Plus, I figured, ‘Well, who cares if it’s an homage to ‘The Godfather’? It is, so why not?’”

GODFATHER BRANDO
       Indeed, when you think about it, Brando seems to hover like, well, a godfather over “The Yards.” At times it seems a kind of on-the-subway remake of “On the Waterfront.” Like Terry Malloy, Brando’s role in that movie, the central character played by Mark Wahlberg in “The Yards” must “eat cheese” and rat on his friends.

          Says Gray: “When I saw ‘On the Waterfront,’ what I sensed immediately was a very 1950s thing — a kind of clear-cut moral sense. ‘There’s a right thing to do, Malloy, and a wrong thing to do.’ It’s almost a moral parable. ... It has such religious weight to it. Matt and I talked a lot about that. What we were trying to do in a sense was steal from [‘On the Waterfront’] but not steal from it so much. ...

       “With Wahlberg and Joaquin Phoenix [we wanted] to show they were victims of a destined fate that the culture and society at large was dictating. ... Matt and I wanted to make it tragic in the sense that there was almost a predestination for these people.”

          As for the predestined box office of “The Yards,” Gray only shrugs. “I’m a dope in many ways,” he says, “but I’m a student of cinema, and I know you can never predict how a movie will be received. You are either the beneficiary or the victim of cultural tides and trends. ... Hopefully, now or some time down the road, people will appreciate what you’ve done.”

James Caan morphing into Marlon Brando? Sure looks like it in The Yards, opening Friday, which owes a big debt overall to The Godfather.

If Caan, who presides over a '50s Italian family with the young generation played by Joaquin Phoenix, Mark Wahlberg and Charlize Theron, is Brando-esque in looks and mood, ''that was unintentional,'' says writer/director James Gray. ''But when we saw the dailies, I couldn't believe how much he looked like Marlon Brando. Oh, my God, it's ridiculous! You see James Caan sitting in a dark brown room, looking the way he does.''

Gray decided to change the lighting a bit from Godfather gloom. But he didn't seem to have the nerve to talk with Caan about the resemblance.

Gray, 31, admits ripping off Rocco and His Brothers, the influential 1960 Luchino Visconti film. If there are comparisons to Godfather, well, ''that's the seminal American movie of my generation,'' also with a debt to Visconti. The Yards has an attempt to kill a cop in a hospital, and a scene with Caan and Theron that could be likened to one in Godfather in which Connie pleads for Fredo.

Caan rejects the notion that he's doing Brando: ''I don't think so, and, by the way, I love Marlon to death.'' He's not into film comparisons: ''I just sit in my trailer and they call me out. I'm pretty much like the ordinary audience, and I'm very proud of the film.'' He's also proud of actor son Scott Caan, 24 (Gone in 60 Seconds): ''He's doing great. Hopefully, he'll get me a few jobs!''

At a Monday screening, Wahlberg said of the movie: ''It's certainly not The Perfect Storm,'' with big budget and promotion. But they all like it so much that ''we decided to stick together and support it.''

As to Godfather, he says ''There were a few moments where I said, 'Wow.' I definitely saw the similarities, but for all the right reasons.''

Now busy on the new Planet of the Apes, Wahlberg was thrilled to work with Caan. ''Growing up, I was not only a huge fan, but he's like my dad, he's a real guy! He's not Cary Grant or Steve McQueen or John Garfield. (He's) the kind of guy I can relate to, the working-class guy who is capable of doing anything he sets his mind to.''

Wahlberg and Phoenix have a major fight scene, which Gray says is lifted from Rocco. Phoenix says: ''Mark and I wanted to capture the animality of fights, ruled by emotions, and not by aesthetics as they usually are in film. We wanted it to be just as dirty and goofy and stupid as those fights really are. It captures that adrenaline rush.''

He thinks Yards ''speaks to a lot of issues our youth are facing. It's a film we really cared about. I've been involved with it for about four years.'' He calls cinematographer (and MTV video award winner) Harris Sevides (Illuminata, The Game) ''a genius'' for creating the rich texture and painterly colors. Gray adds of the movie's look, ''We wanted a very elegant and restrained movie because everyone else is doing fast cuts.'' (The film also boasts Ellen Burstyn and Faye Dunaway.)

NEW YORK (Variety) - Gothamites took the A train to the Tribeca Grand Hotel's Screening Room Monday night as Miramax hosted a special showing of ``The Yards'' James Gray's drama centered on corruption in the New York City subway system.

At the after-party in the hotel's downstairs lounge, Gray discussed his quest for realism.

``I tried to make up as little as humanly possible,'' Gray told Daily Variety. ''The film is obviously more operatic than life, but it's about regular people's lives. It's a cross between neo-realism and a heightened realism.''

While striving for realism was fine with pic's star Mark Wahlberg, he admitted to one reservation.

``The only thing I was worried about was the fight,'' he said of his onscreen scuffle with co-star Joaquin Phoenix. ``I was up for making it real -- Joaquin and I both fought against its being choreographed -- but I didn't want to be picking my head up off the ground.''

Asked if he took realism a step too far during the fighting, Phoenix told Daily Variety, ``Mark's just being modest.''

Also on hand for the evening's petite soiree were cast members James Caan and Victor Argo; and guests Casey Affleck, Wes Anderson, Summer Phoenix, Liv Tyler and Burt Young.