The new adaptation of All the King's Men is so cynical about American politics that the only character who comes out on top is Tony Soprano, or a bumpkinized version of him called "Tiny." Tiny is the bulldog of Willie Stark, an unelectable candidate put up by his party to "split the cracker vote" and grease the way for the candidate of business. Stark dances to the music at first, but a sarcastic glance from Tiny at a bargain-basement campaign stop causes him to change his politics instantly, and forever. Like a marionette learning to walk without strings, he begins to jut out his elbows, bow his knees and evangelize about how to steal from the fat cats who have cornered the market on stealing for millennia. "Nail em' up" is what he prescribes for anyone who takes more than their fair share of the community pot, and it's that capacity for populist violence that most animates Steven Zaillian's film. At a midnight rally of supporters for the Eraserhead-haired candidate, hot flashbulbs illuminate the faces of the crowd in time with his bromides, like something out of Riefenstahl. p>As with most movie populists, Stark's eccentric idea – that us rubes might actually consider not voting for who the Republicans and Democrats tell us to – is matched by eccentricities in his personal life. In this case, it's strippers on roller-skates and hookers in "geesha outfits" that float his boat. We see him singing his lungs out in a recording studio, to what end the film doesn't say -- it's just a Wille-thing to do. So much of the energy of the film is swept up in Sean Penn's Tazmanian devil performance that the supporting cast – about half of Britain's A-list actors – are left to sink in the Louisiana mud. At one point the camera actually lingers on the sight of Stark's pants flapping in the breeze, as if he's being propelled forward by rocket skates and leaving everyone behind. This ultimately becomes very frustrating, causing the audience to deflate every time Penn leaves the screen and we have to return to the voice of the narrator, played by a subdued and reactive Jude Law.

Anyone who remembers Law's dominating performance in The Talented Mr. Ripley knows that it didn't have to be that way. His character here, Jack Burden, could have been a contender for screen time. He has shades of Joseph Cotten's bitter journalist from Citizen Kane, who deeply feels the deficit between his education and his power. As an elitist who both admires and despises the reptilian rube he helps bring to power, Burden sulks and snarks and even challenges a few times – more at the beginning of the film than the end – but he never sets himself up as a direct foil to Penn's human tornado. He defines himself as a cynical spectator – "God and nothing have a lot in common," he quips at one point – and since Willie Stark is the best show in town, he's content to mostly sit back and watch. What the film needs, and doesn't have, is someone who can provide a counterpoint to Stark. Some of the "hyena-headed, belly-dragging sons of bitches" that he berates should be allowed to fight back. Anthony Hopkins is the most likely candidate, as an opposing judge, but as with many of his recent films, Hopkins is just collecting a paycheck here.

New Orleans is all about dirt, so Zaillian can hardly be forgiven for not digging into it more. The town's rot is so old and poisonous that Anne Rice had no trouble realizing the place as a petri dish for vampires. By hitching the film to Stark's energy instead of presenting that energy as an irritant in a town that prefers slow settlement, Zaillian misfires. He goes farther than Penn Warren by actually naming the place where the story takes place, but there's still no breathing room to allow the audience to get to know the locale and consider the politics, and let the mud seep in. The obvious shots of vintage cars and dilapidated houses, of which the film has plenty, do not make atmosphere. For that, the movie needs to have the confidence to let us stop and look around. Scenes begin with characters entering the room, some lines are said, and then it's cut, print, and on to the next scene. James Horner's bombastic score doesn't help matters either. It's like a big brass band playing beside your table in what you hoped would be a quiet restaurant.

One final complaint must be issued against Kate Winslet. Americans are notoriously big-hearted when it comes to making sure that when we send our actresses across the pond, they've done their accent homework. If you want a Brick Lane babe, Renee Zellweger is up to the challenge. An Empire-era accent? Get Gwyneth on the line. So why does Kate Winslet insist on not mastering any American vernacular other than 1970s-era New Hampshire housewife? It's not as if she's naturally cursed with some Eliza Doolittle argot that can't possibly be overcome, only buried. She doesn't even attempt a Southern dialect in this film, which puts her at odds with Jude Law, drawing attention to an already-existing chemistry deficit between them. All the King's Men has a lot of moving parts that don't exactly fit together, all floating around one magnetic performance that the director considered so central he actually added a second ending onto the film to cement it. A speech delivered by Stark near the beginning of the film is replayed before the credits, just in case we forgot who the movie was about.