Grade: C

Verdict: A star-laden yawn.

Details: Starring Mark Wahlberg, Charlize Theron and James Caan. Directed by James Gray. Rated R for violence and profanity. One hour, 55 minutes.

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Review: "The Yards" is one of those movies that looks good on talk shows. Viewed there in selected short clips, the picture suggests a certain heft as a serious, potential Oscar contender concerned with issues of family, loyalty and corruption.

And every so often, "The Yards" is that movie. Alas, not often enough.

Leo Handler (Mark Wahlberg) comes back to Queens after serving 16 months for car theft. Actually, he took the fall for some pals, and at his welcome-home party, they swear it's payback time. When he notes that they all look like they're doing pretty well, he's told, "Don't worry. It'll be coming your way soon enough."

The sooner the better as far as Leo is concerned. He's got an ailing mom (Ellen Burstyn) to look after. At her suggestion, he goes to her sister's (Faye Dunaway) new husband, Frank (James Caan), to talk about a job. See, Frank's an influential guy; he pretty much runs the yards, i.e., the subway yards. "If it's on the New York subway, we make it or fix it," explains an underling.

However, Frank suggests that he spend two years in a machinist training program. It'll mean a steady job with a future. But Leo sees his best pal Willie (Joaquin Phoenix), who also works for Frank, raking in the cash. So he throws his lot in with him. Turns out Willie specializes in "relationships," especially ones with susceptible city officials such as borough chief Steve Lawrence (yes, Eydie's Steve!). His job, says Willie, is simple. "Find out what people like and make it happen for them."

Unfortunately, it really isn't that simple. All too quickly, a seemingly routine job goes bad and Leo becomes a fugitive, pursued by the cops and, more dangerously, by his own family.

"The Yards" is certainly ambitious. Director James Gray strives to deliver a cross between "The Godfather" and "On the Waterfront," which is more of a challenge than making "Scream 4." But the movie lacks punch. Initially, we feel as if we, like Leo, are caught in a deceptive calm before the storm. Trouble is, there is no storm. Not dramatically at least. The movie trudges glumly forward, occasionally meandering off into superfluous subplots (like a love triangle involving Leo, Willie and Leo's beautiful cousin, played by an in-disguise Charlize Theron, who goes "ethnic" with jet-black hair and heavy mascara).

As for the heavyweight cast, both Dunaway and Burstyn flail away in roles too small to contain their talent. Burstyn mostly wanders around in nighties (she's sick, remember), while Dunaway verges on parody; her oversize designer glasses and bouffant hair suggest Jacqueline Susann, of all people. Caan fares a bit better, showing the ruthless and the tender sides of Frank. A quiet scene with Theron is one of the best in the film.

But the picture's real weakness is the central relationship. Phoenix continues to screw up roles that would seem to be foolproof (check out his sneering scenery-chewing in "Gladiator").

As for Wahlberg, this capable and unquestionably appealing young actor seems to have the opposite problem. He is, if anything, too self-effacing. He lacks the in-the-blood narcissism that made stars out of a young Marlon Brando or a forever-young James Dean.

After a point, "The Yards" crosses the line from portentously atmospheric to merely dolorous. It coulda been a contender. Instead it's a recycled bummer

— Eleanor Ringel Gillespie, Cox News Service