The cast of All the King’s Men exudes greatness. Sean Penn, Anthony Hopkins, Kate Winslet, Jude Law … with such a superb group, how could you possibly go wrong? Easily – if it’s an empty movie.

Director Steven Zaillian (A Civil Action) usually sticks to writing, and his resume is nothing to scoff at. In fact, he’s penned the words to a number of films, including Schindler’s List, Clear and Present Danger and Gangs of New York. All the King’s Men is a remake of the Oscar-winning 1949 film based on Robert Penn Warren’s novel. Zaillian claims his interpretation is based solely on the novel and he hasn’t even seen the original film. Zaillian is a talented writer and director, but he made a critical mistake in deciding to recreate a film that was already outstanding the first time around.

The single saving grace of the movie is Penn’s brilliant interpretation of Louisiana Gov. Willie Stark. Stark (based on former Louisiana Gov. Huey Long) is a down home, good ol’ Southern boy chosen to be the face of a campaign designed by Tiny Duffy (James Gandolfini, from HBO series The Sopranos) to split the redneck vote. When Stark realizes he’s being manipulated, he surprises everyone by exploding into the political forefront.

Stark’s seething rage ignites a dynamic, bold public speaking style that targets the slimy politicians who used him to try to get ahead. From that moment on, he vows to win the election on his terms, come hell or high water. Stark’s approach is simple: he convinces the poor, underprivileged folks throughout Louisiana that he’s the man for every man.

By far, the best moments in the film are when Penn is on an oratory tear. His burning eyes and impassioned gesticulation make it impossible to turn away. Stark is a character fervently determined to win, and Penn is so into it that we not only see his desire, we feel it as well.

Stark stuns the political big wheels by sweeping the election, but once he’s in office, the line between right and wrong becomes increasingly blurry. The new governor is willing to overlook the law in order to make things go his way – even if he’s being impeached.

Throughout All the King’s Men, we hear the inner thoughts of Jack Burden (Jude Law, The Aviator), a newspaperman who becomes hopelessly swept up in Stark’s maddening world. Burden acts as the lens through which we observe Stark’s corrupt evolution. Despite his efforts to persuade himself that he is merely an unbiased third-party observer, Burden is slowly driven toward internal upheaval.

Law is pleasant to look at, but it’s obvious he was confused about his character’s motives. A huge gap in the script is to blame. There is no explanation for Burden’s being so unquestionably attracted to Stark. Nevertheless, he’s loyal to a fault – even siding with Stark over his father figure (Anthony Hopkins, Proof). Law and Penn share the most central relationship in the film, but it ends up feeling contrived.

Winslet (Finding Neverland) has such little screen time that she’s barely worth mentioning, and acting heavyweight Hopkins is horribly out of place. His British accent remains firmly intact, which just doesn’t fit into 1930s Louisiana.

Gandolfini resorts to playing Tony Soprano, and it’s painful to watch. We all know he’s got the tough guy mobster routine down to an art, but can he do anything else?

It’s not just that so many of the title characters are miscast – they are also underdeveloped and nonsensically unpredictable. The relationships are not given time to take root and grow. They are haphazardly sewn together and the audience is expected to just accept them. The relationship between Penn and Law is a key example.

Penn may nab himself a deserved Oscar nomination for his lively, textured portrayal of Stark, but the rest of the film feels sadly hollow and unrealized. Zaillian’s reimagining is full of dead ends and lacks many beginnings.

There are lots of exciting ingredients in All the King’s Men: power, corruption, good vs. evil, the downfall of an unlikely political titan. Unfortunately, each of these elements isn’t measured out properly to yield a satisfying result. Stick to the ’49 version.

Movie: All the King’s Men | Genre: Drama | Verdict: 2 stars

Contact reporter Kristi Ellingsworth at ellingsworthdbk@gmail.com.