With his mother, Val (ELLEN BURSTYN), suffering from a weak heart, Leo wants to keep straight and get on with his life. As such, he hopes that Frank will give him a job working in his commuter rail factory business alongside Willie, but Frank doesn't think that's a good idea. Nonetheless, Leo starts working with Willie who serves as Electric Rail Corp's front man, bribing industry and government officials, much to the chagrin of company rival Hector Gallardo (ROBERT MONTANO), who wants someone at ERC to jump ship and bring down the corrupt company.

When a deal goes bad, a cop, Jerry Rifkin (DAVID ZAYAS) is beaten into a coma, and a yardmaster is knifed to death, Leo suddenly finds himself the patsy and on the run from the both the police and industry insiders, such as Raymond Price (ANDREW DAVOLI). With Frank and industry official Arthur Mydanick (STEVE LAWRENCE) trying to resolve the situation as quickly and quietly as possible, Leo tries to figure out how to clear his name and put his life back in order.

Marking the sophomore effort of writer/director James Gray ("Little Odessa"), the movie is one of those impressive and complex, but slow and occasionally flawed films that you'd probably never watch again despite whether or not you admired it the first time around. That's due to a variety of reasons.

For starters, it's a familial tragedy along the lines of what Shakespeare would write if he were alive today penning gritty and morose tales of extended families coming apart due to their involvement in urban industrial crime and greed. While such stories are often powerful and compelling, they're not always pleasant to watch and certainly would never be described as "feel good" flicks.

That's certainly the case here, and the film doesn't have the glossy veneer, an entrancing directorial touch or an otherwise exhilarating visual flair to offset or compensate for such matters. As a result, while one can appreciate what occurs upon first viewing it, it's unlikely that many viewers would want to partake in the offerings again.

The film does contain some lapses in logic as well as problems with distracting the viewer through some faulty suspension of disbelief. For instance, it feels a bit contrived that the protagonist - who states that he has to stay out of trouble after just being released from prison -- would so easily accept and then continue in a position in what everyone can see is a corrupt outfit. While he's obviously not the sharpest tool in the shed, so to speak, there's not enough motivation for us to believe that he'd risk being caught again.

Later, he's ordered to kill a comatose man in a hospital so that he won't be able to identify anyone. He then nearly does so with a handgun without a silencer, but in a hospital with armed police around. How does he think he'll get away with that? Would he just tell his bullets to be quiet?

In other scenes, that same character - still on the lam from police who've been searching and visiting his family's and friend's homes - manages to all too easily and repeatedly return to those homes without being noticed or caught.

Either the police are blind or dimwits, or the suspect moonlights as the invisible man, but all of those moments and details are likely to remove the viewer from the proceedings by eliciting too many "now, wait a minute" moments. Whenever the audience is distracted and no longer completely absorbed by what's occurring isn't a good thing, and while it doesn't completely derail this train, it does make it sway back and forth a bit too much for its own good.

While fulfilling the film's tragic requirements by tying up all of the hanging and loose threads, the film's conclusion might just be its weakest and least entertaining point. Beyond an unexpected and ultimately unnecessary death (that only heightens the tragedy), the ending lacks the necessary oomph to make it fly off the screen. Perhaps that's because some related subplot material isn't developed enough or that Gray and co-screenwriter Matt Reeves ("The Pallbearer," TV's "Felicity") haven't given the film enough of a crowd-pleasing finale.

Instead of creating a resourceful protagonist and fun, "get even" material along the lines of Mitch McDeere in "The Firm" (men caught up in organizations that turn out to be dangerously corrupt), Gray follows more along the lines of Richard Kimble in "The Fugitive" (men trying to prove their innocence after wrongly being accused of murder), but without the excitement.

In short, the protagonist's goal may be to clear his name and extricate himself from the criminal and corrupt mess he's gotten himself involved in, but the lack of proactive (or even clever/imaginative) material transfers to the overall film, robbing it of some much needed vitality. To be fair, it's obvious that Gray's intent wasn't to remake or emulate those others films. Instead, he's more interested in playing near exclusively with the notion of tragedy, and his protagonist clearly falls into that realm.

Beyond satiating those in need of such a tragedy fix, the film is filled with strong and often terrific performances from its talented cast and clearly benefits from such. Mark Wahlberg ("The Perfect Storm," "Three Kings"), who's making a name for himself playing sympathetic but somewhat dimwitted characters, plays another such creation, and is very good despite the aforementioned lack of a rousing proactive stance.

Joaquin Phoenix ("Gladiator," "To Die For") delivers yet another commanding performance as the film's other major flawed character, but the best performance from the XY side of the cast comes from James Caan ("Mickey Blue Eyes," "Eraser"). Playing a character who's often seemingly torn between being a decent family guy and an otherwise corrupt businessman, Caan gets a lot of mileage out of what easily could have been a one-dimensional role and perfectly emotes his conflicting emotions and thoughts with varying economical facial expressions.

Among the female performers, Ellen Burstyn ("The Exorcist," "Requiem for a Dream") and Faye Dunaway ("Chinatown," "Network") deliver good performances and Charlize Theron ("The Cider House Rules," "Reindeer Games") once again plays the troubled heroine with an even more troubled boyfriend. Despite their appearances and performances, however, this is clearly the men's show as the ladies are around in the stereotypical supportive but critical mother/wife/daughter/girlfriend capacity.

Despite its flaws, the grim and morose story, and the less than vigorous pacing, the film works - to some degree - due to its performers, the finely nuanced characters they inhabit, composer Howard Shore's ("Seven," "The Silence of the Lambs") great score, and Gray's creation of a variously shaded gray world rather than the usual and simplistic, black and white one.

Not perfect, but better than many corruption in the big city type films, "The Yards" might not be the equivalent of the sleek and sexy Bullet Train. Yet, like its less glamorous freight cousin chugging down the tracks, it competently delivers the goods on time. The film rates as a 6.5 out of 10.