HEAVY-HANDED DIRECTOR NEEDS TO LIGHTEN UP 'YARDS'.

Byline: Glenn Whipp Film Critic

There is a taut little suspense thriller trapped inside a grand opera in ``The Yards,'' and try as it might to escape, it can't help being smothered by the filmmaker's desire to create a story straight out of ``The Godfather'' or Greek mythology.

Writer-director James Gray fills his movie with the same moral ambiguity and somber lighting that characterized his feature debut, 1994's ``Little Odessa,'' but unfortunately the two films share a selmportant gravity that exceeds their modest stories. Less, in this case, would mean much more.

Gray based ``The Yards'' on the experiences of his father, who worked in New York's railway maintenance yards and was involved in an infamous 1986 racketeering scandal that led to the suicide of Queens borough president Donald Manes. Given that personal connection, it's not surprising that the screenplay (co-written by ``Felicity'' co-creator Matt Reeves) is full of cryptic characters and interesting situations that have an authentic feel.

In the film's opening moments, we meet Leo (Mark Wahlberg), recently paroled from a 16-month stint in prison. Leo took the fall for his buddy Willie (Joaquin Phoenix) on an auto theft charge, and now he's hoping Willie will return the favor with some help in finding a job. Willie works for Frank (James Caan), who recently married Leo's aunt, Kitty (Faye Dunaway). Willie also is seriously involved with Leo's cousin, Erica (a brunet Charlize Theron), so the ties that bind are mildly incestuous. (Hint, hint.)

Frank's company makes and repairs subway parts, which sounds simple enough. But in order to win contracts, Frank's minions bribe public officials and vandalize existing subway cars to discredit rivals. Willie is Frank's chief operative, and Leo wants a piece of the action without realizing the dangers involved in acquiring the ``easy money.''

Gray does a good job of creating characters torn in their conflicting desires to be loyal to family, friends and their own selnterests. There are some superb scenes of suspense, and the ensemble, which also includes Ellen Burstyn as Leo's mom and Steve Lawrence as a conniving politician, all have their moments. It's particularly enjoyable to watch Caan sink his chops into the ambiguous Frank, a man playing by the rules of the system, but not always happy about his part in the consequences of corruption.

But the film's second and third acts are filled with some preposterous plot developments and an over-ambitious reach that tries to do too many things. The last 20 minutes alone contains enough plot to fill another movie; Gray could have ended ``The Yards'' at least twice before the screen finally fades to black.

And just in case the audience is unaware of the film's weighty attempt at grandeur, Howard Shore's overbearing score makes sure to ram each and every plot point home, a strange decision given Gray's obvious fondness for ambiguity. But then ``The Yards'' is a movie full of such contradictions. It's a wonder how a filmmaker with such attention to detail could get so many little things wrong.

``THE YARDS''

(Rated R: language, violence and nudity)

The stars: Mark Wahlberg, Joaquin Phoenix, Charlize Theron, James Caan, Ellen Burstyn, Faye Dunaway, Steve Lawrence.

Behind the scenes: Directed by James Gray. Screenplay by Gray and Matt Reeves. Released by Miramax Films.

Running time: One hour, 55 minutes.

Playing: AMC Century 14 in Century City, Laemmle's Sunset 5 Theatres in West Hollywood and Mann Criterion 6 in Santa Monica.

Our rating: Two and one half stars