On the surface, The Yards isn’t a whole lot different than James Gray’s debut feature Little Odessa. Both follow a young man with a rough past returning to his hometown after a long time away. Both explore the family dynamic in the wake of that return. Both watch as man and family alike are sucked back into old ways as if the place in which they all grew up would hold a dark fate regardless of how loudly they all raged against it. Both Little Odessa and The Yards, tragic movies about reluctant criminals, are criminally underseen as well (although they’re both now streaming on Netflix).

In Gray’s sophomore effort Mark Wahlberg is Leo, recent ex-con out on parole and returned to his ailing mother and his seedy extended family in Brooklyn. His good friend Willie is happiest to see him again, eager to reintroduce him to “the way things work”. Charlize Theron, James Caan and Faye Dunaway round out the impressive cast, but Joaquin Phoenix as Willie is the only one who mines his character for all he’s worth. If there’s anything that separates this feature from Little Odessa, it’s that the potential of The Yards is greater than the final result.

This isn’t to say that The Yards is a misstep, or that Gray somehow lost whatever magic he’d found with Little Odessa. Indeed, that family dynamic is the strongest part of both films and provides a deep sense of a painful history as the former generation (here represented by Dunaway and Caan, in Little Odessa by Maximilian Schell and Vanessa Redgrave) struggles to retain control over the more violent younger generation. Gray spends time with everyone. Caan’s Frank is the mob-boss type mover, and his grapple for control as Leo and Willie shake things beneath his feet is beautifully depicted.

In one scene Frank voices his concern about Leo aloud to his wife, and Faye Dunaway’s Kitty seems to suggest that he should deal with it in any way he sees fit in order to protect their family. It’s nearly akin to that moment in Dennis Lehane’s Mystic River when Laura Linney’s charter reveals herself to be as devious and criminal as her husband Jimmy, just before the spousal malefactors attend a parade as if Jimmy hasn’t murdered anyone at all in recent memory. It never turns into that, though, which might again point to the potential of The Yards outweighing the final result; on the other hand, great as it might have been to see Faye Dunaway plotting Mark Wahlberg’s murder, the fact that The Yards resists the temptation to reach for each of these potentially salient moments likely makes it a stronger, more realistic film when all is said and done.

Case in point is Leo himself, the quietest character in the entire film, not exactly a do-gooder but a wants-to-do-gooder. He has a healthy love for his mother and an unhealthy love for his cousin (Theron), and the influence of Willie is the sole thing that drags him away from these people and back into a life of crime. After the shit hits the fan at the rail yards, Leo is forced into an exile of sorts. He’s not cool with the tail-between-the-legs thing, but he’s also not the kind of guy who’d snitch on Willie and Frank. He’s noble, and I’m pretty sure someone even articulates the “honor amongst thieves” mantra that he embodies.

But then Willie tries to kill him, and what does quiet noble Leo do? He becomes Rambo. Okay, so he doesn’t go on a shoot-em-up vengeance spree — but his action scene in the dark apartment just seems way out of character for him, as does his fight scene with Willie. Let’s be clear: both of these scenes are fantastic. The apartment scene holds an utter silence as Leo’s would-be-killer stalks down the hallway, and even Leo’s breath and heartbeat are completely muted. It’s crazy tense. The fight scene with Willie is super-realistic, and Wahlberg and Phoenix definitely bruised each other up during filming as they tossed each other to sidewalk over and over. These are probably some of the best scenes in The Yards, but it doesn’t change the fact that Leo’s character does a 180° before taking part in them. “Let’s go, Willie, come on!” he taunts in a very Wahlberg-like way during the fight scene; this is the same timid guy who’s supposed to be stricken with puppy love for his own cousin.

All told, The Yards just isn’t as atmospheric or affecting as Little Odessa. Leo’s slide into Badass Protagonist detracts from his actual character, and it makes The Yards resemble another Lehane film in The Drop more than anything else. Still, it’s worth a watch for a sleazy turn by both Phoenix and Caan, an odd and oddly exciting appearance from Faye Dunaway, and a handful of scenes that could truly only have been directed so forcefully by James Gray.