All the King's Men has all the ambition of it's protagonist, fictional Louisiana governor WIllie Stark (who is based on real Louisiana governor Huey Long). Unfortunately, it never lives up to it's lofty expectations.

Willie Stark (Sean Penn) starts off as an honest man trying to do the right thing. As a local politician in Mason City, Louisiana, he tried to stop the awarding of a contract to build a local school from going to the wrong contractor. His efforts failed. The bid went to the contractor that paid the highest in bribes. As a result of their shoddy work, the school burned down killing three children. Out of that tragedy, Stark was transformed into the 'honest man' willing to fight for the little guy. It didn't take long for the Louisiana political machine to come knocking. Represented by 'Tiny' Duffy (James Gandolfini), Stark is convinced (without too much arm twisting) to run for governor. Watching all this from the background is Chronicle reporter Jack Burden (Jude Law), assigned to cover Stark's run. Stark connects strongly with the people and wins by a landslide. Before long, Burden becomes his the right-hand man.

But good intentions and integrity don't last long in politics. Soon, Stark is as corrupt as the rest of the politicos he despises. Almost overnight, the orange soda drinking, faithful and doting husband and man of the people is a hard-drinking, philandering political animal. His commitment to giving education and opportunities to the 'hicks' (his word not mine) makes him a lot of enemies in the statehouse and among the rich. Soon, there is a movement afoot to impeach the governor. Leading the charge is Judge Irwin (Anthony Hopkins), Jack Burden's godfather. Although Irwin was like a father to Burden, Stark convinces him to dig for dirt on his father figure. Stark also involves Burden's childhood best friend Adam Stanton (Mark Ruffalo) and his sister, Burden's first love, Anne (Kate Winslet) in his plan to control the state and thwart the impeachment vote.

With a cast of this caliber and writer/director Steve Zallian, who won an Oscar for his Schindler's List screenplay, I expected a lot more than I got - Sean Penn on the verge of over-acting, countered by Jude Law's underacting and a script that does nothing to explain anyone's motivations.

It seemed as if Penn's Willie Stark went from honorable man to slick politico overnight. His transformation is neither shown on the screen or explained in the script. Jude Law's Jack Burden suffers even more from murky motives. He is Stark's right-hand man but without much protest, he goes after his godfather, the man who practically raised him and was nothing but good to him. When Stark calls upon him to use his friendship with Adam and Anne Stanton (children of the former governor) to win them over to his side, Burden has no problem manipulating them. Why?

Unevenly paced, I found myself looking at my watch more times than I cared to count. The reasons behind the impeachment are never fully explained and neither is Burden's relationship with Anne. Told though flashbacks, their history fuels a lot of what happens in the final third of the movie, yet like the rest of the movie, that relationship and Anne's reasons for doing what she does don't have the depth needed to be the catalyst for everything that happens.

All the King's Men is a remake. The original was based on the Pulitzer prize winning novel of the same name and it went on to win the Oscar for Best Picture in 1949. With this cast and this writer, it's clear that this was supposed to be an Oscar-contender. It isn't. Not by a long-shot. Come Academy Award time, history will not be repeating itself.