When "All the King's Men," the second adaptation of Robert Penn Warren's Pulitzer Prize-winning novel, was pulled from its scheduled release last fall, there were murmurs of trouble in paradise. With such an A-list cast and crew of frequent award nominees—and a 1949 version that previously won the Best Picture Academy Award—this had naturally been expected to be prime Oscar bait. Was there reason to worry that the movie had been abruptly bumped a year? Not at all, reassured writer-director Steven Zaillian (1998's "A Civil Action"), who claimed that the film simply needed more editing room time to make it the best motion picture it could possibly be. Skip forward a year, and "All the King's Men" is an instant contender for the absolute worst of 2006. If this lifeless debacle is, indeed, the film in its prime form, one has to shudder at the very thought of what state it must have been in twelve months ago.

Strenuously outdated and glacially paced, "All the King's Men" is literally 128 minutes of actors with widely varying and never believable Southern accents standing around in rooms and spouting off disposable dialogue that goes in one disinterested ear and blessedly out the other. A few jarring and misplaced flashbacks also pop up now and again, but they are as shallow and emotionally disconnected from the audience as the rest of the narrative. The editing by Wayne Wahrman (2005's "Constantine") is such a hack job that you can almost spot the splinters around the edges of the frame. The performers, all of them usually great and none of them particularly good here, might as well be shooting on separate soundstages; there isn't a second that goes by where any two of them appear to be living in their characters' shoes or genuinely interacting with each other.

For a film that wants to say something about political corruption and the negative influences of power, writer-director Steven Zaillian botches the outcome to an unthinkable level. He fails to delve into these themes beyond the vaguest of surface levels, his characters are too underdeveloped and dull to even be considered archetypes, and his use of symbolism (especially in the predictable final scenes) is eye-rollingly heavy-handed. Perhaps most unfortunate of all, Zaillian never gives the viewer a reason to care about anything or anyone on the screen. Sitting helplessly through "All the King's Men" is the equivalent of watching two hours of snowy static while the cable is out.

In the post-war 1950s Deep South, traveling salesman Willie Stark (Sean Penn) has big ideas about the future of the country and particular interests in catering to the often forgotten-about working class. His public messages, uproariously delivered in orations that are supposed to be inspiring but instead come off as creepily dictatorial, grab hold of the people's attention. Soon, he has claimed victory in Louisiana and become the state's new governor. With Willie's thriving new political career, however, he turns to lying, deception and blackmail to withstand in his seat, even if that means digging for dirty laundry on Judge Irwin (Anthony Hopkins), who may be looking to impeach him. All of these dirty dealings are witnessed and, in some instances, committed by Willie Stark's hired right hand man, former newspaper journalist Jack Burden (Jude Law). Infatuated by his own idealistic memories of childhood love Anne Stanton (Kate Winslet), Jack suddenly glimpses a new side of his boss when he discovers Anne is only one of Willie's countless willing mistresses.

In a film where problems are prevalent and positive points are close to nil, "All the King's Men" forgoes entertainment in favor of trying to cause death by way of crushing boredom. The story, for one, is told in a visually stagnant and choppy way. Although this may have also been the case of the novel, choosing Jack Burden as the lead character and narrator doesn't make sense. For the most part, Jack is an outsider looking in, and even then he doesn't seem to be around Willie Stark enough to truly glimpse who this misguided governor once was and the sort of crooked politician he has become. Due to this, Willie's rise to area fame and win in the gubernatorial election is washed over and perplexing, since there is no sense of his effect upon the state's so-called "hick" population. As annoyingly played by a cartoonishly over-the-top Sean Penn (2003's "Mystic River"), Willie starts things off as unlikable and ends the same way. Truth be told, he more resembles a mumbling buffoon than an intelligent and visionary politico, and Penn's dialect and actions remind of his role in 2001's "I Am Sam." In that movie, he was playing someone who was mentally challenged; the same can't be said about Willie.

As for Jack Burden, he is a protagonist unworthy of being the star of a movie. Jack is not interesting, does little to warrant calling attention to himself, and mostly passes the time by being lost in his thoughts of Anne. The flashbacks to his times with her and her brother Adam (Mark Ruffalo), including an odd scene set on the beach that is repeated three or four times for no apparent reason, occur at mystifying times and are clunkily patchworked into the script. While Jack's relationships with Anne and Adam eventually reveal a greater purpose, they, too, are uninvolvingly one-note. Jude Law (2004's "Alfie") and Kate Winslet (2004's "Finding Neverland") are miscast as Jack and Anne. Both are British actors who don't have a clue how to pull off a realistic Southern drawl, and their accents tragically overwhelm their viable talents. That they, as well as every other actor, have been handed a fleeting trace of a character rather than a fully thought-out person to play could also have something to do with it.

As Tiny Duffy, one of Willie's pompous but faithful aides, James Gandolfini (2004's "Surviving Christmas") sounds like someone from New Jersey who is trying out for the first time what he believes a Louisiana dialect sounds like. Tiny is seen being vehemently ridiculed by Willie in front of a crowd of onlookers in one scene, and in the next he is buddy-buddy with Willie with nary a mention of what has gone before. Portraying publicist Sadie Burke, Patricia Clarkson (2005's "Good Night, and Good Luck.") is the only lead performer who doesn't outright embarrass herself. Nonetheless, Clarkson is wasted in a role that must have mostly ended up on the cutting room floor. Sadie jealously fumes for the duration about all the women throwing themselves at the governor, thus suggesting that she is having an affair with Willie, but they don't directly share any scenes together and are never romantically linked save for the evidence in the dialogue. Finally, Anthony Hopkins (2005's "Proof") decides to play himself rather than attempt an accent as Judge Irwin.

Released one week after "The Black Dahlia," another Oscar hopeful with a to-die-for pedigree that was a complete failure, "All the King's Men" is even worse. At least "The Black Dahlia" was so bad it was unintentionally hilarious. "All the King's Men" is simply a joyless chore to endure that can't end fast enough. Drowning shamelessly in its own pretentious self-importance without explaining why any of it is useful or worth telling, energy is drained from the proceedings faster than a out-of-shape ninety-year-old on a treadmill. There is nary a genuine or touching or funny or honest or rousing or stirring or provocative or informative moment in its entirety. Steven Zaillian has written some great screenplays in the past (1993's "Schindler's List," anyone?), but as a director he lacks a crucial understanding of how to shoot a film, use his actors, and tell a story. With the disastrously hollow "All the King's Men," he has hit rock bottom.