Based on Robert Penn Warren's Pulitzer-winning 1946 novel (which was previously filmed in 1949), the film chronicles the political career of Willie Stark (Sean Penn), a backwater Louisiana nobody who first comes to fame by taking to task local politicians whose penny-pinching (and pocket-lining) actions resulted in the deaths of three schoolchildren. Urged on by a duplicitous political advisor named Tiny Duffy (James Gandolfini), Stark (who is a fictionalized version of Louisiana governor Huey "Kingfish" Long) begins a run for governor; striking a chord with the common man, Stark rides a tidal wave of support into office. Not surprisingly, he is quickly corrupted by his power, employing the skills of journalist Jack Burden (Jude Law) to dig up dirt on his political enemies.

Okay, so I promised to tell you what went wrong. I can sum it up in one word: everything. This is Zallian's third directorial effort, and he's fallen victim to the curse of diminishing returns. Searching for Booby Fisher was great, A Civil Action was pretty good, but All the King's Men is...well, worthless. No aspect of this film works; it's a complete misfire. The script is muddled, the direction if heavy-handed, the music is overbearing, and the cast flounders.

Robert Rossen's 1949 Oscar-winning film version of the novel made major changes to the plot, but still managed to capture the fire and force of Robert Penn Warren's story. Zaillian adheres more closely to the book, but he totally misses the spirit of the source material. This film is turgid and ineffectual; there's no drive or thrust. It also manages to be both too long and too short. It's too long in that it's a chore to sit through, and too short because it doesn't do the expansive story justice. Rather than flowing naturally, Zaillian's script moves in fits and starts. Characters we know nothing about are suddenly added to the mix. Flashbacks are awkwardly injected at several points. Plot threads are introduced and are either underdeveloped or dropped entirely. Time passes, and the characters change, but there's no rhyme or reason for any of the changes. Zaillian doesn't even allow us to see how Stark evolves from everyman to political demagogue. Stark wins the election, there's a fade to black, and in the very next scene he's already something of a monster. (I've seen nothing to confirm or deny this, but I would venture to guess that a much longer cut of the film exists. I'd hate to think this is what Zaillian originally had in mind.) And while this is Stark's story, it is narrated by Jack. Consequently, there should be some sense as to how Stark affects and changes those around him, but there isn't.

The performances don't help matters. Aside from Patricia Clarkson (who portrays one of Stark's advisors) and Anthony Hopkins (who plays Jack's stepfather), the actors don't register. Law is pretty much a nonentity as Jack. Gandolfini is terribly miscast; you haven't lived until you've heard his attempt at a Southern accent. And then there's Penn. A film like this can live or die depending on the actor cast in the lead role. Well, even if everything else had worked, Penn's performance would still have sent this one to an early grave. Forget comparisons to Broderick Crawford's performance in the earlier film: Penn makes Eddie Deezen look restrained. Let me put it this way: I've been reviewing films for the past several years, and I have never before felt the need to compare an actor's performance to behavior exhibited by a professional wrestler, but this time I cannot help myself, because Penn's histrionics and over-the-top ranting reminded me of none other than Ric Flair. God help me, but the moment Penn let loose I thought I had been transported back in time thirty years, sitting in my grandparents' living room while my grandfather enjoyed his Saturday evening dose of World Championship Wrestling. You'll have to forgive me, but that's the only way I know to describe it.

The DVD

Video:
The gorgeous, burnished cinematography of Pawel Edelman (probably best known for his work with Roman Polanksi), which is arguably the film's only strongpoint, is perfectly conveyed by the MPEG-2 encoded 1.85:1 transfer. Blacks are incredibly deep and colors, which run the gamut from bold and vivid to subdued and earthy, are beautifully rendered. Detail is impressive.

Sound:
The soundtrack, presented in both 5.1 PCM and Dolby Digital options, features clear, intelligible dialogue; James Horner's loud, bombastic score, which contains some very deep bass, sounds excellent. The surrounds are primarily used to channel ambient and atmospheric sounds, although they are occasionally used for directional effects. (I split the running time between the two tracks; the PCM track is just a shade richer and fuller.) A French 5.1 Dolby track is also available, as are English and French subtitles.

Extras:
No extras are included.

Final Thoughts:
There is absolutely nothing here that warrants wasting your time or money. Stick with the book and the 1949 version.