Russell Crowe and Christian Bale, two very fine actors, are the story's central characters. Taking Glenn Ford's old role, Crowe is the psychopathic stagecoach-robber Ben Wade, the leader of a vicious gang of stagecoach-robbing outlaws. Crowe pumps the character with just the right mix of violent menace and tender intelligence to make the character believably complex.

Dan Evans (Bale giving yet another ferociously committed performance in the Van Heflin part) is a decent, emasculated cattle rancher who lost most of a leg in the Civil War and most of his fortune has dwindled; his despairing wife (Gretchen Mol) and 14-year-old son (Logan Lerman) are getting increasingly anxious, as the family is about to be evicted from their farm in parched Arizona. His son sees robbers as heroes and his father, diminished by wounds he suffered in the Civil War, as nothing more than a failure.

When a man offers $200 for someone to ferry prisoner Ben Wade to Yuma to board the 3:10pm prison train, the usually reluctant Evans seizes the chance. But he isn't just conveying a criminal to a prison-bound train just to save his farm from foreclosure; he's sticking to his guns to shore up unreliable frontier justice and prove himself to his son.

With vivid close-ups of wheeling horses and smoking six-guns, much of the drama comes from the tension between Evans and Wade, who exchange thoughts and bullets and yet grow to respect each other. The entire cast is on their game here, delivering chilling performances. Peter Fonda is practically unrecognizable in his excellent performance as a bounty hunter determined to see Ben Wade hang. Alan Tudyk is "Doc," also along for the ride. And there’s also a big amount of overacting by Ben Foster ("X-Men: The Last Stand") as Wade’s froth-mouthed henchman.