HOLLYWOOD (Variety) - Twentieth Century Fox has fired the opening shot in the battle for prime summer 2001 real estate by scheduling release dates for its four event films.

The slate includes a revised release date for ``Planet of the Apes,'' which begins production Nov. 6, as well as firm dates for ``Moulin Rouge'' and ``Doctor Dolittle 2.''

Also on deck is a surprise entry, ``Kiss of the Dragon,'' starring Jet Li. Fox has closed a deal with producer Luc Besson to handle the film in North America as well as a number of international territories.

``While it is not uncommon for a studio to stake out a summer date months in advance for one picture, we are so excited about these films that we have planted our flag for all four,'' said Bruce Snyder, Fox's president of distribution. ``We look forward to an outstanding summer -- and year.''

Still without a date is ``Black Knight,'' a title once anticipated for summer release. The Martin Lawrence vehicle has been greenlit, however, and is about to begin production in North Carolina.

On June 1, Fox's summer will kick off with ``Moulin Rouge,'' directed by Baz Luhrmann (``William Shakespeare's Romeo + Juliet'') and starring Nicole Kidman and Ewan McGregor. Musical is set in the gaudy and glamorous Parisian nightclub at the turn of the 20th century but features modern-era pop tunes. It was recently bumped from a holiday 2000 slot so that it could spend more time in post-production.

Current competition for ``Moulin'' includes Sony Pictures' ``Knight's Tale,'' starring Heath Ledger.

The following week will bring Eddie Murphy in ``Doctor Dolittle 2'' on June 8. Steve Carr (``Next Friday'') directs. The original 1998 comedy grossed over $300 million worldwide.

On July 6, international action star Li and filmmaker Besson (''The Fifth Element'') will join forces for the thriller ``Kiss of the Dragon.'' Chris Nahon directs the film, which Besson co-wrote with Robert Mark Kamen. Bridget Fonda also stars in the pic, which revolves around a Chinese intelligence officer who goes to Paris on assignment and becomes embroiled in a deadly conspiracy.

Fox Intl. will also handle the title in Mexico, the U.K., Italy, Spain, New Zealand, and Australia.

Originally set for July 4, Tim Burton's take on ``Planet of the Apes'' will now go July 27 with stars Mark Wahlberg, Tim Roth and Helena Bonham Carter.

Rewinding to the start of 2001, Fox has slated Feb. 2 for ``Say It Isn't So,'' which Peter and Bobby Farrelly produced with partner Bradley Thomas. The comedy stars Chris Klein and Heather Graham as a couple whose romance comes to a screeching halt when he discovers that she's his sister. When he learns that she really isn't, he tries to win her back before she marries another man.

Fox has slotted production partner New Regency's thriller ``Squelch'' for March 9. Originally slated for a 2000 release, the picture stars Steve Zahn, Paul Walker and Leelee Sobieski as three college students who play a practical joke on a lonely trucker. In turn, he seeks revenge and becomes their worst nightmare. John Dahl (''The Last Seduction'') directs from a script by Clay Tarver and Jeffrey Abrams.

Romantic comedy ``Animal Husbandry'' has claimed March 30. Ashley Judd stars as a TV producer who decides to study the male animal after her romance with a colleague (Greg Kinnear) goes awry. Helmed by Tony Goldwyn, the picture also stars Hugh Jackman and Marisa Tomei.

Henry Selick's (``The Nightmare Before Christmas'') ``Monkeybone'' has been pushed from Jan./Feb. 2001 to April 11. The picture stars Brendan Fraser and Bridget Fonda in a comedy that combines live-action, stop-motion and CGI in the story of a cartoonist who slips into a coma following a freak accident. He and his animated creation, Monkeybone, end up in a strange land where the creature wreaks comic havoc on his struggle to return to the real world.

Finally, on April 20, Fox and New Regency will release the Tom Green comedy ``Freddy Got Fingered.'' Green plays a slacker whose refusal to get a life provokes all-out war between him and his father (Rip Torn).

As an image-maker, James Gray knows how to specify a world, even if he doesn't always know how to write his characters through it. There's an impressive weight, gravity, and visually operatic grandeur in ''The Yards,'' his gritty study of a Queens family teetering on the edge of corruption that is threatening to consume it. No less than he did for a decaying corner of Brooklyn in ''Little Odessa,'' he makes it stand for a world about to crumble. It has knowing performances by James Caan, Joaquin Phoenix, and especially Mark Wahlberg as a taciturn young man just released from prison and determined not to go back. Spiritually, it connects to such gritty urban dramas of the 1930s as ''Dead End,'' so sterlingly revived by Nicholas Martin at the Huntington Theatre Company.

Just as surely as it puts its treacherous environment onscreen, it puts there as well an unvoiced communal yearning to break away from it. This we get in a series of wary glances and hesitations from Wahlberg, who is second to none when it comes to emitting street cred. As Leo, a borderline case trying not to get sucked back into a malignant gravitational field, he gets the job done with reticence and watchfulness. All three male leads can be charted in terms of how they align themselves with the corruption whose lucrativeness they can't resist, and whose dangers they think they're tough enough and smart enough to dance around.

Caan's Frank Olchin projects an affecting weariness that seems cumulative - the total of many years of cutting corners and cutting deals to keep cashing in on his company's lucrative subway car maintenance contracts. Phoenix matches them both as Willie, a Hispanic striver who works for Caan and can't wait to get plugged into a high-stakes game still dominated by a white old-boy network, although newly mandated ethnic quotas are chipping away at it. He figures he'll speed the proceeds up by romancing the boss's daughter, Erica, who, as played by Charlize Theron, has her own rebellious agenda. Meanwhile, the respective mothers of Erica (Faye Dunaway) and Leo (Ellen Burstyn) constitute the film's Greek chorus, fatefully frozen into poses of impending doom.

Frank tries to steer his nephew, Leo, into a machinist's job. But the lure of easy money pulls Leo into Willie's strongarm branch of the business. Things begin unraveling on Leo's first night accompanying Willie's thugs to the subway train yards (source of the title), where they intend to put a crimp in a rival's competitive position. Leo and Willie spend the rest of the film trying to outrun retribution. Frank tries to fend it off via backroom deals with implicated pols.

But ''The Yards'' never musters the jolting payoff toward which it points. By the end, we're left with a feeling of depletion rather than resolution, which may have been Gray's intention. It wouldn't seem out of line with what preceded it. But it does leave ''The Yards'' feeling dramatically undersupplied. It also shortchanges its women characters. Still, Gray's ambitious attempt to bring dramatic weight to the urban crime family saga is laudable and handsomely textured, even though only partially successful. One of these days he's going to hook his visual gifts to a powerhouse narrative. When he does, look out.

Talk about your true grit--"The Yards" is so gritty you can pick cinders out of your teeth as you watch it. That sulfurous smell: Maybe it's in your imagination, but it seems to be wafting out of the screen. The blinking of your scratchy eyes: not tears, not at all, but from the dust in the air. 

After two hours at this one, your highest priority is a shower.

The movie is a series of notes from the underground--you know, the trains that rattle along in the great tunnels beneath New York City, riding a current of electricity as they haul the millions from the Bronx (up) to the Battery (down). The bureaucracy that services these vehicles, the film points out, is hopelessly corrupt in the New York way, and the story follows a young man's education in this rotten world. Anybody remember "On the Waterfront"? This one is "On the E Train," and it's a contender.

But unlike most crime movies ("The Godfather" being the noteworthy exception), "The Yards" charts the wages of sin as they are chalked up not only to the perpetrators, but to their families as well. It sets crime in a kinship system, and looks at the impact of the culture of deceit upon people who like to believe they love and care about each other.

We begin with poor Leo Handler, a chump's chump. Irish and working-class Leo (Mark Wahlberg, who cannot be dumb but plays dumb brilliantly) has just gotten out of the joint after taking the fall for an auto-theft rap. He was a stand-up guy, and took the long ride alone while his pals went about their business.

Leo's no hustler, hungry to make up for lost time; he just wants a job, and to take care of his sick ma (played by Ellen Burstyn). But his best shot at a job is through Uncle (by marriage) Frank (craggy James Caan), who owns a repair business that bids on contracts for maintenance of the New York transit system. Frank wants to help, but an apprentice machinist position for Leo would mean two years of schooling. Leo instead picks up with one of Frank's "unofficial" workers, Willie Gutierrez (Joaquin Phoenix), who specializes in making sure that other companies' repair work breaks down fast and that the cars, the tracks, the switching mechanisms themselves are in a state of almost permanent disrepair.

The site of this aggression is the Yards, a kind of Club Med for subway cars in Brooklyn or the Bronx (there's probably a way to tell them apart, but if you know it, keep it to yourself) where a hundred tracks support a thousand snoozing cars. When the cars snooze, the cops doze and the moon don't shine, Willie's boys go out and smash windows, rip out cables, or otherwise keep the level of vandalism at the profitable level for Uncle Frank.

Leo has the worst luck. On his first job with Willie's crew, he has to smack a cop with a billy club; meanwhile Willie knifes a yard supervisor who has sold out to another company, and Leo, identified by the cop, becomes a wanted man. The feral Willie is only too happy to let him take the blame for the stabbing.

But there are other issues that magnify this dilemma. One is that Willie's girlfriend Erica (Charlize Theron, an "It" girl with actual talent) is Leo's secret crush object, a situation made impossible by the fact that she and Leo are cousins. (His mom is her mom's sister.) Her mom, Frank's wife--yes, you do need a family tree to figure all this out and it's so very un-me to get it--is played by Faye Dunaway as willful, suspicious, vulnerable to her sister, and untrusting to her daughter. It's a great, complex performance, and it reminds us that Dunaway is also a former "It" girl with actual and considerable talent.

Once set in motion, James Gray's script follows these trapped insects with relentless logic. Each betrayal is like a subway car on the tracks at the Yards; it needs a whole maintenance system of betrayals to keep it operational, until the world is corrupted from top to bottom, and as the people scurry to stay one step ahead of their grim fates, they tend toward violence.

Oddly, the crime drama is less compelling than the family drama. Gray, who also directed (he did the well-received "Little Odessa," another true-grit-of-Gotham story), imagines each relationship to the fullest: a sister who loves her sister, loves her daughter, loves her second husband, but must choose among them. A young man who loves his mother, his cousin, his friend, his uncle, but must also choose among them. Each of these characters is forced to make the hardest choices imaginable, and that's what makes "The Yards" a haunting experience.

Awards analysis: In the absence of a certified 400-pound gorilla like “Titanic” or “Schindler’s List,” this year’s Golden Globe and Oscar races should be among the most competitive in years. 

Many films that will surface in the coming months as leading contenders are still sight unseen, making it impossible to judge them at this point on their artistic merits. On the other hand, this has been a particularly rich year in terms of high-profile potential contenders that opened well before the traditional awards season got underway. It is, therefore, the perfect time to focus on some key films that arrived earlier this year and should not be forgotten when new arrivals start competing for awards consideration. 

Traditionally, the downside of opening early in the year is that you’ve got to fight hard to be remembered by those who vote for the Globes and Oscars or compile year-end 10 best lists or participate in critics associations’ awards. All of these people are inundated with new films to consider in the weeks before they fill out their ballots. Because it’s hard to remember what we’ve seen six or seven months earlier, here’s a quick reminder of some of the films and filmmakers that opened earlier this year — prior to the current fall season — and are still worthy of awards consideration. A detailed analysis of every category that every film could compete in would be unwieldy, so today’s focus is on the prime races in which these films stand to be nominated. 

Paramount and Mutual Films’ “Wonder Boys” arrived last February to some of the year’s best reviews, but still didn’t find its audience. To its credit, Paramount is bringing the Scott Rudin production back to theaters Nov. 8 in nine key markets where Academy members will have the opportunity to see it again or, perhaps, catch up with it for the first time. Director Curtis Hanson (“L.A. Confidential,” “The River Wild”), Steve Kloves (“The Fabulous Baker Boys”), who adapted Michael Chabon’s novel to the screen, star Michael Douglas and supporting stars Tobey Maguire (“The Cider House Rules”) and Frances McDormand (a best actress Oscar winner for “Fargo”) would all be worthy nominees.

“Erin Brockovich,” a Jersey Films production from Universal and Columbia, opened to enthusiastic reviews, widespread media coverage and big boxoffice business last March. Its director Steven Soderbergh (an Oscar and Golden Globe nominee for writing “sex, lies and videotape,” which he also directed), Susanna Grant (“28 Days,” “Ever After”), who wrote its original screenplay, and stars Julia Roberts (an Oscar nominee and Golden Globe winner for best actress in “Pretty Woman” and for supporting actress in “Steel Magnolias”) and Albert Finney (a best actor Oscar nominee for “Under the Volcano,” “The Dresser,” “Murder on the Orient Express” and “Tom Jones” and a Golden Globe winner for best actor in a musical or comedy for “Scrooge”) are all deserving potential nominees as is the picture, itself. 

DreamWorks and Universal’s “Gladiator” opened early last May to favorable reviews and went on to enjoy some of the year’s best ticket sales. Director Ridley Scott (a best director Oscar nominee for “Thelma & Louise”), David Franzoni and John Logan and William Nicholson, who wrote its original screenplay from a story by Franzoni and star Russell Crowe all merit consideration. On the supporting front, there are so many potential nominations (Joaquin Phoenix, Connie Nielsen, Oliver Reed, Derek Jacobi, Djimon Hounsou, Richard Harris) that they could easily cancel out one another. Given the film’s period look, production designer Arthur Max (“Seven”) and costume designer Janty Yates (“Welcome to Sarajevo”) could also see nominations.

DreamWorks’ “Small Time Crooks” arrived in mid-May and was widely praised as writer-director Woody Allen’s best work in years. Audiences, too, responded to “Crooks” with considerable enthusiasm. Allen, of course, has been an Academy favorite for many years, receiving six directing nominations and 13 original screenplay nominations. He won Oscars for directing “Annie Hall” and for writing “Annie Hall” and “Hannah and Her Sisters.” In addition, Allen has been nominated once for best actor. He has had two best picture nominations, winning for “Annie Hall.” 

“The Patriot,” from Columbia, Mutual Film and Centropolis Entertainment, arrived last July Fourth weekend amid widespread media attention because of its timely subject matter, the American Revolution. Director Roland Emmerich and his producer partner Dean Devlin (“Independence Day,” “StarGate”) and producers Mark Gordon and Gary Levinsohn of Mutual Film Co. (“Saving Private Ryan,” “Wonder Boys”) and Robert Rodat (“Saving Private Ryan”), who wrote its original screenplay, are all deserving candidates for awards recognition. A best actor nomination for Mel Gibson (a best director Oscar winner for “Braveheart”) and supporting actor nominations for Heath Ledger (“10 Things I Hate About You”) as Gibson’s patriotic young son, and Jason Isaacs (“Armageddon”) as the villainous redcoat Col. Tavington would all be deserved. And given the film’s outstanding period piece look, cinematographer Caleb Deschanel (“The Natural”), production designer Kirk M. Petruccelli (“The Thirteenth Floor”) and costume designer Deborah L. Scott (“Titanic”) all merit attention, as well.

Last July’s “The Perfect Storm” from Warner Bros. was one of the summer’s biggest hits. Directed by Wolfgang Petersen (“Das Boot,” “In the Line of Fire”), it was adapted from Sebastian Junger’s novel by Bill Wittliff (the miniseries “Lonesome Dove”), both of whom are potential nominees. On the acting front, George Clooney and Mark Wahlberg could see nominations for their lead and supporting actor performances. Cinematographer John Seale (an Oscar winner for “The English Patient”) and production designer William Sandell (“Air Force One”) merit awards consideration for the film’s big physical look and shooting at sea, as does the powerful score by composer James Horner (an Oscar winner for “Titanic”).

Warner Bros. and Village Roadshow’s “Space Cowboys” landed in theaters last August with favorable reviews and solid ticket sales. Director Clint Eastwood (an Oscar nominee for “Unforgiven” and a Golden Globe winner for directing “Bird”), who also produced and stars in it, Ken Kaufman & Howard Klausner, who wrote its original screenplay, and supporting actors Tommy Lee Jones, Donald Sutherland and James Garner would all be logical nominees. 

DreamWorks and 20th Century Fox’s “What Lies Beneath” surfaced late last July and quickly became one of the summer’s well-regarded success stories. Directed by Robert Zemeckis (an Oscar winner for “Forrest Gump”), its original screenplay is by Clark Gregg. Starring are Harrison Ford, an Oscar and Golden Globe nominee for “Witness” and a Golden Globe nominee for “Sabrina,” “The Fugitive” and “The Mosquito Coast,” and Michelle Pfeiffer, an Academy nominee for “Dangerous Liaisons,” The Fabulous Baker Boys” and “Love Field.” Pfeiffer’s Golden Globe nominations include “The Fabulous Baker Boys,” “Love Field,” “Married to the Mob,” “The Russia House,” “Frankie and Johnny” and “The Age of Innocence.”

The fall season, of course, has already brought us a number of films that also loom as potential contenders for Oscars and Golden Globes. While that’s not the subject of today’s column, a list of likely nominees that have already opened should include: USA Films’ “Nurse Betty,” directed by Neil LaBute and starring Morgan Freeman, Renee Zellweger, Chris Rock and Greg Kinnear; DreamWorks and Columbia’s “Almost Famous,” written and directed by Cameron Crowe and starring Billy Crudup, Frances McDormand, Kate Hudson, Jason Lee and Patrick Fugit. Buena Vista/Disney and Jerry Bruckheimer Films’ “Remember the Titans,” directed by Boaz Yakin and starring Denzel Washington; Universal and DreamWorks’ “Meet the Parents,” directed by Jay Roach and starring Robert De Niro and Ben Stiller.

Also, Universal Focus’ “Billy Elliot,” from Working Title Films and BBC Films in association with the Arts Council of England, directed by Stephen Daldry and starring Julie Walters, Gary Lewis, Jamie Bell, Jamie Draven and Adam Cooper; Artisan Entertainment’s “Requiem for a Dream,” written and directed by Darren Aronofsky and starring Ellen Burstyn, Jared Leto, Jennifer Connelly and Marlon Wayons; DreamWorks and Cinerenta/Cinecontender’s ““The Contender,” directed by Rob Lurie and starring Gary Oldman, Joan Allen, Jeff Bridges and Christian Slater; and Warner Bros. and Bel-Air Entertainment’s “Pay It Forward,” directed by Mimi Leder and starring Kevin Spacey, Helen Hunt and Haley Joel Osment.

Any moviemaker who ventures into the sewers of New York City corruption will find Sidney Lumet's wet footprints. In films such as The Pawnbroker, Serpico, and Q&A, this streetwise director 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 a 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 onscreen, not the 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's 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. 

For Caan's shtick 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.

If Budd Shulberg had named his classic On The Waterfront with a title that less colorfully described it's setting, it would have been called The Docks. Take that hint and you've got the explanation for the dubious title The Yards. In this case, "the yards" refers to the train yards of Queens, New York. 

Every bit as tough, sordid and corrupt as the waterfront, it's a grimy world where graft, payoffs, and rubouts are the crummy practices that grease the tracks, and keep the trains rolling for the city. If you're on your way to the ballpark for the "subway series," and the train screws up, you might figure out its problem might have happened in "the yards." 

Like Marlin Brando, the troubled but honorable loner in this one is Leo (Mark Wahlberg), who is just out of the big house for taking the fall for some car thievery, which also involved his boyhood chums. Not a rat, he served his time alone and it's his coming-out party that is the launching point for this hardscrabble drama. Everyone is rooting for Leo, including his brash, Elvis-resembling buddy who toils at "The Yards" for Leo's Uncle Frankie (James Caan). Uncle Frankie is the guy with the suits and the big house in the neighborhood with the trees. He's a legitimate businessman and runs a thriving business that does repair work for the subway trains. His way of doing business is the sort of strong-arm stuff that could cause application of the Rico Act, but Frankie's got too much juice with the local pols to worry. Frankie's idea of competition is to sabotage the other bidders trains, as well as have bagman pay off everyone in site to insure that he gets a big a piece of the contracts. 

Roiling with some intensely personal cross currents - Leo's mother (Ellen Burstyn) is gravely ill in part due to his criminal past - and stoked with a barrage of steely confrontations between the yards' warring factions, The Yards is a rugged and grim dramatization of big-city corruption. It's a searing look into the ways that solid-citizen neighborhoods can become prey to predatory thugs who control and use the system for their own aggrandizement. 

While sometimes overly melodramatic, The Yards is most effective when it just bluntly presents the hard-life limitations of the neighborhood that makes its living from the yards. Buoyed by strong traditions, but also plagued by its own aggressive and volatile makeup, the blue-collar people here are easy prey for the gray-suited grafters and yard-bird goons. 

Admittedly, screenwriters James Gray and Matt Reeves have laid down a very schematic and somewhat predictably tracked storyline, but they've also created multi-dimensional, conflicted characters who draw us in even when we can see the next story stop miles away. In part, this is due to the strong performances, particularly James Caan as the volatile and greasy track kingpin. Caan blends a savvy kindness with a Cobra-like capacity to tantalize and then to kill. He is particularly scary because he can be so kind and beguiling. As the soft-spoken but decent Leo, Mark Wahlberg's sinewy performance is also effective but at times it is so contained and stoic that you think he's auditioning for the Clint Eastwood part in the "Spaghetti Westerns." 

Permeated in dull browns and steely gray tones, The Yards is a visually grim movie, emblematic of the rough lives and shady brutality of big-city life.

``The Yards,'' which arrives in theaters Friday, is being paroled as much as released. It was that difficult to complete. And Mark Wahlberg, still riding the crest of stardom from the summer smash ``The Perfect Storm,'' credits director James Gray for setting it free.

James Caan and Joaquin Phoenix in 'The Yards.' ``James did a really good job of making everybody happy without compromising in terms of the powers that be,'' Wahlberg said during an interview last spring at the Cannes Film Festival.

``They gave him more money to make it a bit bigger to show how the corruption within these companies affected the rest of the city. James was willing to wait for me for six months while I did `Perfect Storm.' I mean, if that's not (expletive) commitment I don't know what is. But I love him.''

Gray also managed to get Wahlberg back in prison, something the actor had said would never happen. At 17, he spent 45 days at Deer Island prison for an attack that cost his victim an eye. He later admitted to having been under the influence of alcohol and PCP at the time. 

In ``The Yards,'' Wahlberg plays Leo Handler, newly released from prison. He researched the part at Rikers Island in New York. ``They took all my stuff, gave me an ID and put me in the cage,'' Wahlberg recently told The New York Times. ``I went through the whole place, even the Bing, where they house the really violent inmates. I lifted some weights in the yard. It was very helpful. It refreshed my memory.''

The film is yet another indication of how far Wahlberg has come from his youth in Dorchester, progressing from doing prison time as a teenager to being a rapper and underwear model known primarily for his superb physique to emerging as an actor of uncommon emotional depth.

In ``The Yards,'' he has aligned himself with a writer-director who has a fanatical attention to casting and detail. How else to explain the six years it took to get it into theaters, following his first film, ``Little Odessa'' (1994). But Gray, 31, had a very specific vision for his drama of near-Shakespearean ambitions.

``The Yards'' refers to the railway yards of Queens, the New York City borough usually depicted in movies as a place characters are leaving. Gray's Queens is not a flight zone.

Here, two families struggle to forge lives despite the corruption and violence that surrounds them. Ellen Burstyn is the mother of Leo Handler (Wahlberg). Faye Dunaway plays her sister, who is married to Frank (James Caan), the stepfather of her daughter (Charlize Theron of ``Cider House Rules''). Joaquin Phoenix (``Gladiator'') is Willie, Frank's Latino enforcer, a sharp dresser whose job is to make sure his boss gets city contracts for subway train repair and maintenance by muscling out the competition. He is also Theron's suitor.

``The Yards'' begins with Leo's re-entry into this world after a prison stint as a youth and expands to a citywide corruption scandal that changes and nearly destroys these families. Gray's screenplay was inspired by stories he'd heard from his lawyer father, who worked for New York City in the '70s when a similar scandal erupted.

For Caan, who in four decades of films has seen directors come and go, Gray was the crucial element on ``Yards.''

``You know James tries to act like `Gosh! Gee,' but he's really quite clever. Reminds me of Francis Coppola (Caan's `Godfather' director) when he was young. And he loves actors. He definitely had an idea and a great cast.''

Originally, Phoenix was to star not as the muscle but as innocent Leo. ``I was involved with the film a year-and-a-half before it got green lit,'' Phoenix said. ``James had approached me for Leo and I love that role. But what's amazing about his screenplay is you value each character and their story, which is really rare.''

Despite Phoenix's willingness, ``Yards'' was a $20 million picture and considered too risky for a pre-``Gladiator'' Phoenix. Gray had to find another box-office name to make his movie a ``go.'' Around this time, Wahlberg scored as the hapless porn star Dirk Diggler in ``Boogie Nights'' and was suddenly bankable.

``I was a little torn because for a year-and-a-half I was thinking about Leo, but Mark really wanted it, so I switched and got into Willie,'' Phoenix said.

The starry cast was Gray's first hurdle. He negotiated with Miramax Pictures' Harvey Weinstein and wound up paying out of his own pocket to get the cinematographer he wanted. ``It was my own money for the orchestra to play Holst's `The Planets,' '' Gray added. He anted up for one shot he wanted - of an electric sign for the film's Club Rio sign and then paid even more money to film a new ending.

But there was one thing he couldn't pay for - a reshoot of a crucial scene of Wahlberg, Phoenix and Theron. A scene filmed on a rooftop lacked what Gray calls an ``explosive vivaciousness,'' which he'd seen in a dance scene in ``I Am Cuba,'' a 1964 Russian propaganda movie.

Gray wanted to have the scene not on a quiet roof but in Manhattan's trendy Spa dance club. ``It was an expensive scene with extras - and I ran out of money and it's a $20 million movie already. Harvey was nervous,'' Gray said. ``And then he got ill and was out of commission for a while.''

``The Yards'' was in limbo.

``That's because Harvey is the guy,'' Gray said. When Weinstein finally returned and said yes, Gray had to wait months before his cast was free to do the reshoot.

Wahlberg finished ``Perfect Storm'' last Christmas Eve, spent Christmas Day with his family and then filmed two days in the disco for ``The Yards'' before beginning his next picture after New Year's.

``I owe Miramax a whole lot for that time,'' Gray said.

Having ``The Yards'' arrive in theaters as a finished film will come as a relief to Wahlberg. ``I'm surprised we're not shooting tonight,'' the actor said in jest months after filming was completed. ``I wouldn't be surprised if there was just one little piece more James wanted to get.''

THE Hawaii International Film Festival is back for its 20th go-round -- which should be cause for excitement considering the turmoil the organization went through earlier this year with the forced resignation of executive director Christian Gaines.

New HIFF leader Chuck Boller and company have assembled about 150 feature and short films from 25 countries in the Pacific basin, and planned special events, seminars, parties and award ceremonies that will be squeezed into two weeks -- Nov. 3 through 12 in Honolulu and Nov. 14 through 19 on the neighbor islands.

As in the 19 previous festivals, more than 65,000 fans are expected to attend.

Oahu's opening night films include Ang Lee's "Crouching Tiger, Hidden Dragon," starring Chow Yun Fat, at 8 p.m. at the Waikiki 1 theater, and "The Yards," starring Mark Wahlberg, Joaquin Phoenix, James Caan and Faye Dunaway at 10:30 p.m. at Waikiki 1.

HIFF officials hope some of the films' actors will attend, but none have been confirmed. The closing night's main film showing also has not been confirmed and will be announced Wednesday.

Earlier this month, a HIFF official announced "Oh Brother Where Art Thou" was going to be the closing film, but no one checked with Disney's Buena Vista studio, which produced the film. Instead, "Oh Brother ..." was the opening night film last week Thursday at the AFI Los Angeles Film Festival where Christian Gaines is the new executive director.

"Somebody released that information before the film had been confirmed," said Bruce Fletcher, the Hawaii festival's programmer.

There will be a sneak preview of "Stanley's Gig," at 7:30 p.m. Wednesday at Waikiki Theatres. The film tells the story of Stanley Myer, a down-on-his-luck musician with one dream: to play his ukulele on a cruise ship to Hawaii. It stars William Sanderson and Faye Dunaway as a mysterious former jazz singer. Tickets are $7, available through HIFF or at the door.

Film critic Roger Ebert returns to HIFF after a one-year absence to conduct the seminar "Democracy in the Dark," a shot-by-shot analysis of notable feature films during 7 to 9 p.m. presentations Nov. 5, 6 and 7 at the Hawai'i Convention Center. The Nov. 5 presentation will be preceded by a laser disc screening of "Vertigo." Admission is free on a first come, first serve basis, but a ticket is necessary. HIFF officials suggest calling for an advance ticket.
A retrospective of Hawaii filmmakers, "Made in Hawaii," will take place noon to 5 p.m. Nov. 3 at the Hawaii Convention Center. Featured will be the premier of the first Hawaiian language feature film -- "Ka'iliauokekoa," about a Kauai chiefess -- and a showcase of Hawaii film highlights of the last century.

The event is a preview of the "Hawaii Panorama" segment of the festival, which will feature films, documentaries and shorts, from 10 a.m. to 10 p.m. Nov. 4 through 10 in Hawai'i Convention Center's Hawai'i Room.

Included in the Hawaii showcase will be the world premier of "Sons of Hawaii" by Eddie and Myrna Kamae at 6 and 8:30 p.m. Nov. 9.

A special treat for fantasy game players will be a 15-minute sneak preview of the much anticipated "Final Fantasy" film with a short piece called "A Work in Progress" on Nov. 9 at Dole Cannery theaters at 6:45 p.m.

Other festival highlights:

 U.S. premiere of the original director's version of "The Prince of Light," a Japanese-Indian animated feature film that tells the story of the ancient Indian legend of Ramayana, a classic triumph of good over evil;  Hawaii premier of Akira Kurosawa's final film, "Matadayo";

 Gala presentations of China's "Breaking the Silence," South Korea's "Chunhyang; Australia's "Looking for Alibrandi" and "Parlami D'Amore;" the Philippines' "Reef Hunters" and "Anino;" Japan/India's "The Prince of Light;" and Japan/France's "Taboo";

 An "At the Fringe" selection of six adult-oriented films, including "The Beyond;" "3-D Disco Dolls in Hot Skin;" "I.K.U.," billed as a "Japanese sci-fi porn feature;" and "Money Shot," an exploration of the hard-core porn business. Viewers must be 18 or older.

(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. 

Out of prison, out of work
"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. 

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. 

Characters complex, believable
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. 

LOS ANGELES (The Hollywood Reporter) --- After making good first and second impressions, Universal Pictures' "Meet the Parents" put an estimated $16.3 million into the boxoffice dowry this weekend as the hit comedy held on to the top spot for the third consecutive frame, beating out the debut of 20th Century Fox's "Bedazzled" and Warner Bros.' "Pay It Forward," which stars two Oscar winners.

"Meet the Parents" dropped a lean 23% from a week ago. The Jay Roach-helmed comedy is the first film since March -- when Universal's "Erin Brockovich" was courting audiences in North American theaters -- to hold the top spot for three consecutive weekends. The Robert De Niro-Ben Stiller starrer has registered an estimated $81 million at the boxoffice in 17 days.

"Bedazzled," starring Brendan Fraser and Elizabeth Hurley, took the second spot for director Harold Ramis with an estimated $13.7 million. Fox was pleased with boxoffice returns from the updated remake of the 1967 British film, noting it was higher than tracking indicated last week.

Placing third, with an estimated $10.2 million, was the Kevin Spacey-Helen Hunt starrer "Pay it Forward," which also stars Haley Joel Osment. According to the studio, the film registered the best exit polls in the past 10 years. "We definitely have a winner here," said Dan Fellman, president of domestic distribution for Warner Bros. "Positive word-of-mouth will grow the business of this film for weeks to come," he added, noting that the film scored 91% in the top two boxes and generated 80% definite recommend from the polls.

Buena Vista's "Remember the Titans" tackled the fourth slot with an estimated $10 million and continued to demonstrate stout legs at the boxoffice, slipping a low 23% from last week. The Denzel Washington starrer moved its cume to about $77.4 million after nearly four weeks.

Dimension's "The Legend of Drunken Master," an action-comedy starring Jackie Chan, had a North American theatrical debut in 1,342 venues this weekend and grossed an estimated $3.7 million to take the fifth spot. The Chinese-language film was made in 1994 and has been available in the United States on video but never had been released domestically.

The World Series failed to put a noticeable dent in the overall boxoffice as it began this weekend, which was good news for the beleaguered industry. The total boxoffice for all films was up for the second consecutive weekend as the Golden Dozen was 14% higher than in the comparable frame last year.

The recent comeback at the boxoffice has been led primarily by PG-13 and PG-rated films. The top films with legs of late have borne those ratings. Only a select few R-rated supporting players, namely Warner Bros.' "The Exorcist" reissue and DreamWorks' "Almost Famous," have contributed in any significant way to the recent modest rebound at the boxoffice.

The previous weekend's new entries were all R-rated, and only DreamWorks' "The Contender" held up any hope of a respectable run at the boxoffice as it took the sixth spot with an estimated $3.6 million, slipping a moderate 33%. New Line Cinema's "Lost Souls" was seventh and grossed an estimated $3.3 million, down a dismal 59%, while Paramount Pictures' "The Ladies Man" was off a slack 47%, taking in an estimated $2.9 million as it tied for the eighth spot with "The Exorcist." Artisan's "Dr. T and the Women" billed an estimated $2.5 million on its sophomore frame and was down 50% from its debut, landing in the 10th slot.

Debuting in limited release was Miramax Films' "The Yards," a crime drama starring Mark Wahlberg and James Caan. It opened with an estimated $52,000 from eight locations, averaging a promising $6,500 per theater. The distributor also debuted "Calle 54" in one location in New York and pulled in an estimated $8,000.

Adding 28 theaters on its second weekend in limited release was Universal Focus's "Billy Elliot," which pulled in a solid $503,000 from 38 locations, averaging a robust $13,237 per theater, upping its total to about $826,000. The distributor noted that the coming-of-age drama will add three markets and expand screens next weekend.

New Line's "Bamboozled" added 227 locations but didn't fare as well, taking in an estimated $425,000 from 244 locales, averaging a weak $1,742 per theater. The Spike Lee-helmed film will expand regionally in markets where the film is strongest, according to New Line.

In its fourth weekend, Fine Line's "Dancer in the Dark" grossed an estimated $360,000 and slipped a scant 8% from a week ago. The drama, which was in 126 sites and averaged $2,857 per theater, crossed the $2 million mark as its estimated cume reached $2.1 million.

"Requiem for a Dream," the controversial drama from Artisan, opened in three locations in Los Angeles, bringing the count to five with its two New York venues, and collected an estimated $87,000. The unrated film averaged a hardy $17,400 per theater and advanced its total to approximately $256,000.

The Golden Dozen pulled in an estimated $72.6 million this weekend, bettering last year's total for the top 12 films for the comparable frame by 14%. The most attended films then were Universal's "The Best Man" with $9 million and Paramount's "Double Jeopardy" with $7.6 million. The Hollywood Reporter projects the total for all films this weekend to be in the mid-to-high $80 million area, up from last year's $77.1 million.

The national boxoffice for the week ending Oct. 19 was up 2% from the comparable seven-day period a year ago, and while it's a marginal increase, it marks the first time since late August that the weekly boxoffice gross has been up from last year ($111.8 million vs. $109.2 million). The year-to-date total is still in a dead heat with 1999, being down slightly but holding on to a statistical tie ($5.81 billion vs. $5.83 billion).

As it eclipsed the competition for the third consecutive weekend, "Meet the Parents" was in 2,619 locations averaging $6,224 per theater as it held the top spot.

"Bedazzled" signed onto the second spot as it gleaned a per-theater average of $5,335 from 2,568 venues, followed by "Pay It Forward" which averaged $4,789 per theater from 2,130 sites, and "Remember the Titans" with 2,801 situations and a per-theater average of $3,570.

In the fifth slot was "Legend of Drunken Master," which averaged $2,757 per theater from 1,342 locations.

"The Contender" was polled in the sixth spot with runoffs in 1,571 houses, averaging $2,292 per theater, upping its cume to around $10.6 million.

Finding the seventh slot was "Lost Souls," which levitated an average of $1,675 per theater from 1,970 locales, advancing its 10 day total to roughly $12.9 million.

Two films tied for the eighth slot, both reporting an estimated $2.9 million.

"The Exorcist" reissue had the better per-theater average with $1,698 from 1,708 locations, bringing its total to approximately $34.8 million. "Ladies Man" romanced 2,043 sites and averaged $1,419 per theater, moving its cume to about $9.7 million.

"Dr. T and the Women" slipped into the 10th spot on its second frame, averaging $1,679 per theater from 1,489 venues, raising the total to date to an estimated $9.1 million.

Audiences weren't sufficiently Bedazzled to stop going to Meet the Parents.

For the third weekend in a row the Bob and Ben domestic squabble comedy was the nation's number one movie. The estimated $16.3 million taken in by the Robert De Niro versus Ben Stiller joker brings its total gross to $81 million.

The Universal farce's success continued despite the arrival of a couple of new movies aimed at general audiences.

Bedazzled, in which a seductive Elizabeth Hurley tempts a nerdy Brendan Fraser to have a devil of a good time, debuted in second place. This re-make of the 1967 Faustian comedy (in which Raquel Welch supplied the curves) only teased up an estimated $13.7 million, despite opening on almost as many screens (2,567) as those still showing the established number one hit (2,619).

In third place, with only $10.2 million from 2,130 screens was Pay It Forward a sentimental drama, starring the very talented young actor Haley Joel Osment as match-maker for two Oscar winners Kevin Spacey and Helen Hunt.

Also penetrating the top 10 was The Legend of Drunken Master another Jackie Chan import. It kicked in with just $3.7 million from 1,342 screens, but that was enough for fifth place,

The PG rated Remember the Titans, starring Denzel Washington, continued to do solid business. Like Meet the Parents it only lost 23 percent of its previous week's audience, although it dropped down from second slot to fourth. In four weeks the Disney drama about a struggle for racial harmony on and off the football field has earned $77.4 million.

Despite it's surprising R rating, the British ballet drama Billy Elliot starring the very talented young newcomer, Jamie Bell continued to score. In its second week the Universal release had the highest per screen total, $13,237, to earn $503,000 at just 38 screens.

Also registering well per screen were two newcomers, both released by Miramax. The Yards, rated R, and starring the cutting edge trio of Mark Wahlberg, Joaquin Phoenix and Charlize Theron, pulled in $6,500 per each of eight theaters. The Latin jazz documentary Calle 54, rated G, made $8,000 at one theater.

Toronto -- The new century is off to a galloping start for Joaquin Phoenix. Cast as the Machiavellian emperor Commodus in the summer hit ``Gladiator,'' Phoenix proved he has the acting chops to ooze evil.

He's back as a more complicated bad guy in the dark drama ``The Yards,'' opening Friday. And next month, he plays a priest who ministers to the Marquis de Sade in San Francisco director Philip Kaufman's much-anticipated ``Quills.''

Slouched on a sofa in his hotel room, Phoenix professes to be proud of this trio of films. ``Everything has suddenly worked for me,'' he says. ``But you know, I've been acting basically since I was a kid. I've always really gone out of my way to do films that I like and that inspire me.''

On the eve of his 26th birthday, Phoenix has grown into his looks. He's no longer the awkward kid whom Nicole Kidman seduced into knocking off her husband in ``To Die For.'' With his jet black hair and green eyes, he's become handsome in the way of a '40s matinee idol like Robert Taylor or Tyrone Power.

Phoenix fell into acting when he was 8 because his older brother, River, was doing it. His parents had settled in Los Angeles after traveling with their family through Puerto Rico, Mexico and South America as missionaries for the evangelical Children of God. When River became a regular on the TV series ``Seven Brides for Seven Brothers,'' Phoenix -- he was calling himself ``Leaf'' at the time, inspired by watching his father rake leaves -- got on the show, too.

As the only boys in a family of five children, he and River grew up very close. Joaquin was with his brother on the Sunset Strip seven years ago when River died of a drug overdose at 23. It's still hard for Phoenix to talk about what the loss has meant. Asked if he wishes his brother were around to witness his recent success, Joaquin says, ``Those are just movies. They don't mean anything. Of course I miss having River around, but not for that reason.''

This is the only time he sounds anything other than sunny. Phoenix has none of that angst-ridden, woe-the-day-that-success-ever- happened-to-me attitude that marks many actors of his generation. He's charming and approachable and so polite that he dangles a cigarette in the air for a half hour before deciding it wouldn't be offensive to light it.

``Joaquin has a kind of ebullient quality about him. He makes a lot of friends on the set,'' said James Gray, who directed him in ``The Yards.''

While making ``Inventing the Abbotts'' in 1996, he became chummy with Liv Tyler, which led to a romance. They broke up in 1998, and he hasn't been publicly linked with anyone since.

Phoenix and ``Yards'' co-star Mark Wahlberg, who didn't know each other before filming started, have become great buddies. There was a lot of laughter at their table during a small dinner that followed a screening of the movie at the recent Toronto International Film Festival. Phoenix joked that he had hired the mostly female crowd waiting outside the restaurant for a glimpse of the two of them.

In part because of his temperament, Phoenix wasn't Gray's first choice to play a slick New York operator who is willing to deceive those closest to him to move up in the hierarchy that bids on contracts for the city's transportation system. Gray thought Wahlberg would be better in the role and wanted to cast Phoenix as the friend who becomes a victim of this manipulator's deceit.

``I told Jim (Gray), `I really want to play the dark guy,' '' Phoenix said, sipping orange juice. ``I thought he was a wonderful character. But (Gray) didn't think I had that sense of confidence and that cool and charisma, which is understandable because I hadn't really done anything like that before.''

Gray consented, but only after Wahlberg decided he would be better in the part earmarked for his co-star. And Phoenix pulls it off, coming across like a latter-day Andy Garcia in ``Godfather III.'' Told this, Phoenix said he hadn't seen that film. Unlike many actors, he rarely goes to movies.

While Phoenix has done nude scenes be fore (he took it all off in ``Clay Pigeons''), he's never shot one outdoors as he did in ``The Yards.'' Doing business with some underground figures, his character is asked to strip by his car to make sure he isn't packing heat.

``It was a strange thing to be standing there completely naked on Roosevelt Island with those tourist boats driving by and helicopters flying overhead,'' Phoenix said. ``I don't know what they thought. What would you think if you were passing by and saw a camera and two guys standing naked?''

He and Wahlberg decided to do their own punching during a fight scene.

``I thought under the circumstances that it should be as messy as possible because these are two best friends, virtually brothers, whose worlds are just falling apart. It's a moment of rage and frustration and pain. Mark and I talked about it and decided he would push me against the wall and I'd fall. I have always been really good at falling. I'm sort of a professional faller,'' Phoenix said.

``Most of the blows we exchanged were just kind of random, and of course we avoided each other's face. Nevertheless, the next day I couldn't move.''

His desire for realism prompted him to put on 15 pounds for the later scenes in ``Gladiator'' after Commodus becomes emperor. ``At the beginning of the film, when he's an active young prince, he is kind of scrawny. But then once he becomes emperor, it seemed to me he should be fat and happy. I wanted it to show in my face.''

Phoenix had a 10-day break in which to beef up. Only he didn't tell anyone of his plan. ``I guess I was supposed to. Anyway, the producers just thought I was letting myself go. One of them said to me, `Between you and me, maybe you should eat less and work out more.' ''

Phoenix is back to his fighting weight in ``Quills.'' Making the movie with Kaufman and stars Geoffrey Rush, Kate Winslet and Michael Caine was one of the highlights of his career. ``It was a small movie in terms of budget, but it doesn't look like it. It's really dense material, but Phil (Kaufman) was always coming up with new ideas for us.''

Reading scripts, Phoenix relies on a ``sixth sense that tells me `do this or don't.' It's almost instantaneous. If I start to think, `What can I do with this character, how can I play it?' I have a feeling there is a certain something I want to experience.''

Most recently, his instincts led him to say yes to playing a charming con man in ``Buffalo Soldiers,'' based on a novel about American soldiers in West Germany before the fall of the Berlin Wall. ``I don't quite know who the character is. I'm still finding out more about him.''