Based on Robert Penn Warren's Pulitzer-prize winning novel -- previously filmed in 1949 in a triple-Oscar-winning adaptation -- All the King's Men follows a small-town Louisiana man from the dirt roads of post-war poverty to the Governor's statehouse. Based on the rise and fall of the real Huey P. Long, All the King's Men turns Long into Willie Stark (Sean Penn), who originally gets involved in politics for the best of reasons and winds up engaged in the worst of practices.

The problem with Steven Zallian's script and direction in this new version of All the King's Men is that it's a political movie where we never really get a sense of politics. We see how Willie originally gets drafted as a machination to split 'the ick vote' in a race to the benefit of the city-based incumbent, but after that, the film droops and slides into a sort of Southern Gothic melodrama -- especially as reporter Jack Burden (Jude Law, woefully miscast) follows and then joins the Stark machine. This takes the focus of the story away from Stark and follows Jack -- in his relationship with Judge Irwin (Anthony Hopkins) and his now-grown childhood friends, Anne (Kate Winslet) and Adam (Mark Ruffalo) Stanton. Willie wants the Judge to stop backing an impeachment campaign; he wants Adam to head a new medical center; Anne, Willie simply wants -- and vice-versa, even as Jack looks on sadly. And even that material might have been exciting, if Zallian had brought a sense of pulp to it; but All the King's Men is squeezed dry under a crushing weight of James Horner's melodramatic score and sepia-tone cinematography. And again, there's another, even greater problem: Are we supposed to like Willie, or fear him? Are we supposed to see him as a populist hero brought down by greater powers, or a power-hungry megalomaniac brought down by any means necessary? Penn brings great vim and vigor to the scenes of Willie speechifying -- with his strong features and carefully chose body language, he comes across like a Mason-Dixon Mussolini -- but Willie remains a cipher throughout the film.

Zallian's A Civil Actionwas a far superior film about politics, primarily because it wasn't about the trapping of politics -- ceremony, titles, pronouncements -- but about the things that politics is made of: jobs, lawsuits, public outcries and private backroom deals. We never get a sense of why Willie's doing what he's doing -- his plans to soak the rich and build public works aren't even discussed in terms of job creation or business climate, but instead in the framework of Willie's feelings and the wounded sensibilities of Louisiana's elite. It's been noted that George W. Bush has a talent for taking advantage of people who underestimate him; as noted by Thomas Frank in his excellent book What's the Matter with Kansas?, the truth is actually closer to the reverse: Bush and his peers have a talent for taking advantage of the people who over-estimate him. Vote for us, working people are told, and we'll stop the crime and the gays and the abortionists and the liberals because we share your values; then, as jobs (and soldier-children) go overseas and wages and benefits and government regulations are cut to help the wealthy and big business, working-class voters somehow overlook that because the person robbing them of their lives and dignity prays to the same Jesus, uses the same slang and seems like a nice enough fellow. That would make for a fascinating film; if explored in All the King's Men, it would at the very least have been an interesting character arc for Willie (and Penn's enough of an actor to pull it off), but the film never looks at Willie's relationship to the voters unless he's standing in front of them posing and pronouncing.

As for Law's work as Jack Burden, the film's secondary character -- who somehow grows to overshadow the lead -- his acting mannerisms and familiar character notes are growing tiresome. Say what you will about Sky Captain and the World of Tomorrow or the Talented Mr. Ripley, at least they gave Law something to do other than the rote performance he gives here: The handsome, haunted man who reluctantly slouches towards his own moral failure, grimacing on every step down. Winslet and Ruffalo are pretty much wasted -- it's easy to see how the pedigree of the project might have attracted them more than their actual parts -- and while James Gandolfini and Patricia Clarkson bring a rough, rude vitality to their role as cynical political operatives, their scenes of maneuvering and manipulating are always cut short by a need to get back to the more soap-opera plotline of Jack's anguish and feelings.

The irony is that for a film about corruption and dirty dealings, All the King's Men is too high-minded, too discreet: Why not show us the sacks of cash that any political campaign involves, the unveiled threats, the brute force of pressure and compromise? If Winslet's Anne has an affair with Willie, don't tell us -- or, worse, give us a painstakingly composed shot of Winslet's hand so close, and yet so far from Law's: Show us the sweat-soaked sheets, the guilt and shame, the coupling cut short because of bad news or a sudden crisis meeting. All the King's Men was probably conceived in a desire to explore the present through the past; what it winds up being is a musty museum piece about a long-gone past that never even existed. Willie Stark's story seems to be that good intentions pave the road to hell, even when they're part of public works projects; for All the King's Men, good intentions pave the way to cookie-cutter moviemaking, where Oscar-sized ambitions are great-looking but completely underserved by a script that was broken from the very start.