Just seeing the list of great names attached to “Lawless” easily made it one of my most anticipated films of 2012. I’m a huge fan of Tom Hardy, Guy Pearce, Jessica Chastain, and Gary Oldman. The thoughts of them in a Prohibition-era action flick had me giddy with excitement. But I also had one serious concern about the movie and that was Shia LaBeouf in the lead role. I’ve never been impressed with his acting and I couldn’t help but wonder if he could hold his own in the company of such great talent. While LaBeouf was certainly better than I expected, he was swallowed up by some really strong performances around him. But thankfully that wasn’t enough to keep “Lawless” from being a highly entertaining piece of American pulp.

Australian John Hillcoat, also known for “The Road” and “The Proposition”, directs the film with fellow Aussie Nick Cave handling the screenplay. Their story is set in the hills of Franklin County, Virginia and follows the Bondurant boys – three brothers who make their living bootlegging moonshine during the Prohibition years. Forrest (Hardy) is the tough, hard-nosed leader of the bunch. Howard (Jason Clarke) works alongside Forrest. Then there’s Jack (LaBeouf) who at one time is described as “the runt of the litter”. The brothers get by alright with their own system of running moonshine, at least until a vicious Special Agent Rakes (Pearce) is sent in to clean up the hills. Rakes immediately clashes with Forrest and before long the hills erupt into violence.

Of the brothers’ stories, its Forrest’s that’s considerably more entertaining even though Jack’s takes up more of the movie. Forrest is a tough-as-nails brute but he also knows how to handle their business. Hardy chews up every scene he’s in with his grunts and mutterings as well as his intimidating stares and low-key dialogue. He’s also not afraid to use brutality with his brass knuckles or razors. But even he is tamed a bit by Maggie (Chastain), a former dancer who moves to the community to escape the troubles of the big city. Boy did she pick the wrong place. I enjoyed the romance that developed between the two. Chastain gives a great performance and she matches Hardy scene for scene and line for line.

The same can’t be said for LaBeouf and his Jack character. As I alluded to, LaBeouf is better than I expected and, to be fair, he’s at times quite good. But he just can’t hold his own especially when alongside Hardy. He is helped by the story which doesn’t build his toughness beyond the bounds of believability. It fact it’s his weakness and desire to prove himself to his brothers that turns out to be the most compelling part of his character. He’s attracted to a local minister’s daughter (Mia Wasikowska) and the two eventually fall for each other. But overall their romance feels inconsequential and adds little to the story. On the other hand, I did enjoy his scenes with his friend Cricket (wonderfully played by Dane DeHaan of “Chronicle” from earlier this year). And he also encounters a powerful mobster named Floyd Banner played by Gary Oldman. Oldman is really good even though he’s given almost nothing to do.

But the biggest delight is Guy Pearce. He’s sensational as the creepy and psychotic special agent who abuses his power and who will stop at nothing to take out those who cross him. Pearce’s high hairline with its accentuated part down the middle, shaved eye brows, and prim and proper wardrobe gives him a distinct eccentric look. But it’s also Pearce’s mannerisms, unhinged chuckles, and the way he carries himself the gives the character a sinister presence. He has some of the film’s best scenes, none better than the tension-filled first meeting between Rakes and Forrest. Pearce is simply fantastic and this is an Oscar worthy supporting performance.

Another huge plus for “Lawless” is the incredible production design. The movie features such a realistic and atmospheric recreation of the hilly, poverty-stricken, 1930’s moonshine territory. Every scene is soaked with period details and the lush, vibrant locations make everything feel authentic. Hillcoat’s unfiltered Franklin County is rusty, dirty, and dangerous. From the opening credits I found myself completely drawn in by the period look. The wardrobes, the automobiles, the rundown shacks – everything contributes to the pitch-perfect aesthetic.

“Lawless” is a tough, bloody, and violent action picture that’s very honest in what it’s trying to be. The story is simple and nothing will catch you by surprise. But it’s also compelling and the characters are easy to invest in. The movie does hit a little lull in the middle and we actually get a skip ahead montage to set up the simply ok ending. But the film still packs plenty of pop and there are some tremendous performances that will stick with you, particularly from Tom Hardy and Guy Pearce who may have given us the best villain in the movies this year. “Lawless” is both poetic and visceral and even though it just misses being a real classic, it’s still a true Southern Gothic treat.