Looking at the cast list for "All the King's Men" should inspire awe: Penn, Law, Gandolfini, Hopkins, Mark Ruffalo, Kate Winslet, and Patricia Clarkson. Even the former Kelly Leak himself, Jackie Earle Haley, shows up in a small role as Stark's enforcer after a 13-year absence from acting. There's gold in the material as well, based on the Pulitzer Prize-winning novel by Robert Penn Warren, which translated to a 1949 screen adaptation that won the best picture Oscar that year.

Clearly, Writer/Director Steven Zaillian ("A Civil Action," "Searching for Bobby Fischer") has the ingredients and the directorial know-how to bring this story to life again. The filmmaker's detail-oriented eye stands at full attention, and recreates the humidity of corrupt politics set in the backwaters of Louisiana at its most desperate. There's no knocking "Men" when it comes to production design, cinematography, or the rumbling "Taxi Driver" influenced score by James Horner. This is a striking, vastly meticulous picture; clearly the end result of Zaillian's obsessive work ethic and substantial budget for a political film.

However, all the polish, star power, and prestige can't save the film from becoming a gargantuan bore. Somehow, somewhere in development, Zaillian turned Warren's thematically rich work into a museum piece: a frosty film that can't be touched and should only be viewed from afar. The emotional distance is felt throughout the film, with actors pushing hard to convey their pain, but Zaillian keeping that connection out of the finished film. The material feels smothered by the weight of the gold ring aesthetics, as if Zaillian was afraid to make you feel for these personalities out of fear that you wouldn't take the movie's pushy importance seriously.

In essence, Warren wrote a sprawling Southern soap opera about political deterioration and the serpent-like rise of sin, but Zaillian wants the lessons on corruption to stand up front, letting the character interaction fall by the wayside. It doesn't help that this film feels considerably whittled down from a longer running time. All the performances have been reduced to serving their primary functions in the story, and then shuffled off quickly to the back burners. Running just a hair over two hours, Zaillian wants to pack too much of Warren's tale into one tidy film, and it explodes in his bloody hands. The natural operatic movement of "Men" is stunted by the unkempt plot threading within the picture.

Of course there's little to complain about in the performance department. The acting troupe does their best to combat the chilly filmmaking, and most accomplish their limited goals with poise. It's Sean Penn's performance as Stark that falls into a love it or hate it situation. At first, I was struck by Penn's gubernatorial rocket sauce; his initial scenes of campaigning, as he bowls over the yokels with his fire-breathing promise making are stellar, with Penn committed to encapsulating Stark's natural charisma along with his habitual arm-waving political speech-making. As time ticks on, the performance wears out its welcome. Zaillian doesn't know how to rein it in, and Penn doesn't police himself in the least. Stark soon becomes such a grating presence, the enthusiasm to care about his tainted future dissolves with every new scene.

"All the King's Men" is blatant Oscar bait, but misses by a mile. Factor in that the original film is such a lauded, beloved picture, and this second attempt to bring Warren's novel to the screen looks even more embarrassing.