Power of 'King's Men' remains

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Whenever a great film is remade -- as in the case of "All the King's Men," an Oscar winner for Best Picture in 1949 -- the question arises as to why. One might suspect the makers of this new version, including executive producer James Carville, wanted to use the story of political corruption to make a point about our current leaders.

Thankfully, that isn't the case. Writer and director Steven Zaillian (screenwriter of "Schindler's List" and director of "A Civil Action") plays it straight in his adaptation of Robert Penn Warren's 1946 book that's widely considered one of the best political novels ever written. His "All the King's Men" is a moving illustration of Lord Acton's maxim that absolute power corrupts absolutely.

In the new adaptation, Sean Penn plays Willie Stark (reprising the role made famous by Broderick Crawford in the 1949 version), the populist who turns fascist. Stark enters political life a naive idealist, eager to help his fellow unmonied Southerners. More experienced politicos are bemused. Stark won't even share a beer with them, preferring to sip orange soda from a straw because his wife, Lucy, doesn't approve of the hard stuff: "She don't favor it, that's a fact," he says.

Those operatives -- Tiny Duffy ("The Sopranos'" James Gandolfini) and Sadie Burke ("Six FeetUnder"'s Patricia Clarkson) -- persuade Stark to run for governor, thinking he'll split the "cracker" vote and allow the fat-cat incumbent to retain power. When Stark discovers their plan, he becomes a new man: he starts drinking and he finds his political voice.

"I've got a story about a redneck hick. Like yourselves, if you please," he begins, channeling his outrage into a speech. "And ain't nobody ever helped a hick but a hick himself."

This articulate anger makes him wildly popular among the disenfranchised poor; he wins the governorship by a landslide. Stark aims to do good, building roads, bridges and hospitals. But drunk on power, he soon decides he's the sole arbiter of the good life and how to achieve it.

In "King's Men," Mr. Penn is more deserving of a Best Actor nomination than for the Oscar he actually won for 2003's "Mystic River." He fully becomes Willie Stark, and the transformation is astounding. He's all fire in the many speeches he gives and all swagger when collecting the spoils of his new-found power. It's a perfect performance.

He's also surrounded by an impressive cast. Fellow Oscar winner Anthony Hopkins is an old dignified Southerner, the influential Judge Irwin. Kate Winslet is Anne, and Mark Ruffalo is her brother Dr. Adam Stanton -- both innocents taken in by Stark. Former child actor Jackie Earle Haley puts in a menacing turn as Stark's bodyguard, Sugar Boy. There are no bad performances in this film.

Jude Law provides the moral framework as Jack Burden, a journalist turned political hack. He's no idealist, but he does have a conscience. He also gets most of the film's best lines. "No, he's two-timing Lucy," he corrects Sadie, one of many women having an affair with the governor. "You need some other kind of arithmetic for what he's doing to you."

Yet despite the hard work from the cast -- and those varying Southern accents quit being annoying after the first 10 minutes -- "All the King's Men" turns out to be a slightly sloppy piece of work. And not only because of a few continuity problems and the boom mike that's visible in one scene. Mr. Zaillian has a tendency to be a bit too ponderous, as in some of Burden's (Mr. Law) narrative voiceovers or when Anne (Miss Winslet) appears to Burden dressed in white and framed by blinding white light. James Horner's ("Titantic") rehashed score adds to the sense of melodrama.

"What you don't know won't hurt you," is Burden's motto. "I'm careful not to know what anybody anywhere is doing at any time."

The perilous idea that moral responsibility can be abdicated simply by ignoring it is one of the themes Mr. Zaillian does hit with a light but forceful touch. The director fills his frames with close-ups of faces, reminding us that politics is people -- and people, as Willie Stark himself knows, were "conceived in sin and born in corruption."

**1/2

TITLE: "All the King's Men"

RATING: PG-13 (Sexual content, partial nudity and one scene featuring graphic violence)

CREDITS: Written and directed by Steven Zaillian. Based on the novel by Robert Penn Warren.

RUNNING TIME: 128 minutes

MAXIMUM RATING: FOUR STARS