Opens October 20, 2000.

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.