There are a number of extremely enjoyable aspects to this second feature by James Gray >(Little Odessa). Among them is Howard Shore''s ominous score, which never lets you forget you''re watching a slew of characters and situations destined for a very bad end. Shore cut his teeth scoring for David Cronenberg''s gelatinous thrillers Videodrome and The Fly, and although The Yards is about as narratively far away as you can get from Cronenberg''s metaphorical, body-politic horror shows, Shore''s gently insistent throb is as subtly chilling as any of his more obvious horror themes.

Unfortunately, what should be the best part of Gray''s film--the tremendous cast--fails to fully coalesce around his story of rotting, white-collar pride and corrupt NYC borough politicos. It''s a Southern Gothic by way of On the Waterfront, featuring a dirty Mark Wahlberg and an even dirtier Queens. Wahlberg plays Leo Handler, a white-collar stooge who''s just been released from Rikers after taking the fall for his grand-theft-auto buddies. All Leo wants to do at this point is get an honest job, get his life back on track, and take care of his ailing, nervous mother. When he approaches his Uncle Frank (James Caan), the head of a company that manufactures part of the borough''s El trains, he''s told to enroll in a tech school and come back later. But Leo needs a job now, not later, and so he reluctantly becomes right-hand thug to Joaquin Phoenix''s Willie, a kidhood pal who''s now running strong-arm saboteur work for Uncle Frank. Even before the first reel of The Yards is fully played out, you can sense that this is a bad move.

When Willie and Leo become involved in the "accidental" killing of a train-yard night watchman, the film quickly spirals past grim and into outright bleak. These people make bad decisions like Sara Lee makes coffeecakes, relentlessly and with zero nutritional value. Charlize Theron, looking like a mookified raccoon with slabs of mascara caked to her gaze, plays Willie''s girl, Erica, but she only has peepers (or doe-eyed black holes, actually) for her cousin Leo, a fact that doesn''t sit well with his mother (Ellen Burstyn).

When Leo''s bad choices and Willie''s increasingly frantic attempts to cover up the murder run afoul of the The New York Post headline writers, it''s only a matter of time before the bodies start clogging the East River and Wahlberg gets the same hunted look that he presumably wore in real life when everybody suddenly realized the Funky Bunch wasn''t half as funky as first thought.

With a cast like this, you''d expect some real narrative explosions, but Gray''s direction is a languid thing, moving at roughly the speed of a maimed snail, and the cast never really gels. Caan is suitably crusty as the corrupt Uncle Frank, a man who''s built his empire on top of everyone else''s house of cards, and both Wahlberg and Phoenix are admirably restrained. But The Yards fails to incite more than a dull unease in its characterizations and audience expectations. It''s so grim from the get-go you know in your heart that it can''t go anywhere but down into the depths of badsville. And when it finally does, it''s more of a weak relief than any sort of surprise, like finally realizing the urban blight you''re watching is just a reflection of some internalized urban conflict that''s been there for centuries and isn''t going anywhere soon.

Status quo never looked--or felt--so chillingly hopeless.