This movie has a few minor flaws that keep it from being what i consider a classic. The first time i saw this movie, i missed the opening scene where sean penn meets with his contact before going undercover, so i didnt know noonan was a cop until he confessed it. For me this made the movie much more interesting. I think something is lost by knowing the characters secret from the beginning.<br /><br />I also liked the irish-italian mafia subplot, but did not like the fact that it was the driving force behind all the key events in the film. In my opinion it would have been better left in the background. However, I admit I cant think of a better vehicle for the story. Maybe I would have liked it better if Terry wasnt a cop at all, but then it would have been a whole different movie.<br /><br />State of Grace as it is is a very good movie. I found the nighttime and early morning scenes when terry is first back in the kitchen absolutely intoxicationg. The Rooftop scene with Oldman, and Terry seeing Kathleen for the first time really communicated the feeling of Terry being home after a long time, and truly being HOME.<br /><br />Sean Penn and Robin Wright did a great job of portraying characters torn apart inside by conflicting feelings and loyalties. In contrast Gary Oldmans character is also torn up in side, but he has no conflict, he is happy going right over the edge.<br /><br />Worth seeing for any gangster film fan if for no other reason than because it is one of the few that deals with the Irish Mob. Also worth watching at least once for anyone who has experienced conflicted loyalties or rediscovered a lost love.