Making a movie that will achieve a successful box office is a difficult challenge. If the film happens to be a remake like the new All the King's Men, originally released in 1949, the stakes rise. Several factors enter into the equation. Most critics have seen the original film, so they have a rich basis for comparison. I believe this explains why the new movie adaptation of Robert Penn Warren’s classic novel is receiving major negative reviews.  

The 1949 version starred Broderick Crawford and Mercedes McCambridge, won three Oscars including Best Picture and was nominated for four others. Loosely based on the actions of Governor Huey Long of Louisiana, the movie is about Willie Stark (Broderick Crawford), a county hick who wants his people to have what they deserve and ends up becoming governor of his state

In this remake, Sean Penn stars as Willie Stark. While serving as the county treasurer of Mason County, Stark can sense corruption seeping into the area. He strives to do the right thing, and when a high school is put up for bid, Willie tries to land the job but is underbid. The job goes to a less reputable company that's in the pocket of the officials. After the school burns down and several children die, Willie is fed up with crooked politicians, and the people are outraged. They soak up his words -- "If you don't vote, you don't matter!" --   like sponges. 

Jack Burden (Jude Law) narrates the story which begins with him working on his newspaper column at the Chronicle. Viewing Willie as a sunflower in a field of weeds, he writes column after column about Willie's virtuous attempts to make life better for his poverty-stricken voters. Jack's admiration of the new hopeful governor does not coincide with the newspaper owner's own choice of a candidate, and Jack is dismissed from the paper. Flashing back to the time after Willie lost his first run at governor, the film shows Jack and Tiny (James Gandolfini), who is anything but tiny, meeting. Tiny originally tries to scam Willie, but he soon realizes that Willie's enormous favor with his fellow hicks could result in enough votes to elect him as the next governor.

Willie takes on Tiny as his political advisor and also asks Jack to join his group on the road.  Jobless and thinking he's on a crusade for truth and honesty, Jack agrees. Meanwhile, he rekindles his relationship with Anne (Kate Winslet), his girl back on the isle of Burden's Landing where Jack, Anne and her brother Adam (Marc Ruffalo) grew up.

Also along for the campaign trail is Sadie (Patricia Clarkson), Willie's headstrong, sarcastic secretary who becomes his mistress only to discover she's another pawn in his game of charades. As Willie begins to take on a new and dark personality, Sadie and Jack share a kind of befuddled relationship. Sadie constantly complains about Willie's other women, while Jack feels pressured by Willie's demands.

Once Willie becomes governor, he changes: new friends replace old ones, and his plans for the "people" resemble a kaleidoscope -- they look pretty but alter themselves in a second. Willie has his hands in so many pockets, he needs to strong arm supporters. He hires Sugar Boy (Jackie Earle Haley) to be his armed bodyguard. When Willie faces impeachment, more pressure is put on Jack tofind dirt on Judge Irwin (Anthony Hopkins), his family friend and Anne and Adam's uncle, who can call in favors to change the impeachment vote. At first, Jack refuses but finally relents. He does some research to assure himself there's nothing on the judge, and his findings are quite significant.   

The film looks authentic, but that’s no surprise because director Steven Zaillian shot the movie in the New Orleans area before Katrina. The cinematography by Pawel Edelman (The Pianist) is very good here, but the casting seems somewhat uneven. Sean Penn is exceptional, maybe a tad over the top, but he can get away with that. Jude Law plays his role much like John Ireland did in the 1949 original, subdued but effective. However, there's no meat at all in roles played by Mark Ruffalo and Anthony Hopkins -- a real faux paux since the director also wrote the screenplay. Kate Winslet was a horrible pick for the role of Anne. There’s no way anyone would believe her character’s choice of action, and she looks like a hooker.

All the King’s Men runs too long and suffers from some big indulgences, but it's not a total disaster -- mostly because Sean Penn is so riveting to watch.

(Released by Columbia Pictures and rated “PG-13” for an intense sequence of violence, sexual content and partial nudity.)

Review also posted on www.reviewexpress.com.