Sean Penn plays the iconic role of Willie Stark in "All the King's Men."

After some digging, I found my yellowed paperback of "All the King's Men," which now smells of dust and days gone by.

Its age is evident from the price printed on the front: $1.25 (and I bought it new). In other words, it has been a long time since I first read the Robert Penn Warren novel for a college English class.

		'All The King's Men' Starring: Sean Penn, Jude Law. Director: Steve Zaillian. Rating: PG-13 for an intense sequence of violence, sexual content and partial nudity. Web site: www.sonypictures.com/movies/allthekingsmen/ Related articles 'King's Men' cast, director, producer dig into politics, history, New Orleans Family Film Guide

More recently, I watched the 1949 adaptation, which won three Academy Awards, for best picture, actor Broderick Crawford and supporting actress Mercedes McCambridge. It was stunningly good, but I was still primed for a new version with a cast that one member said was "drunk with talent."

She wasn't kidding. Sean Penn plays the lead in "All the King's Men," and he's supported by Jude Law, Patricia Clarkson, Kate Winslet, James Gandolfini, Mark Ruffalo and, for good measure, Anthony Hopkins. That's about as good as it gets.

The new film, directed and adapted by Steve Zaillian, features another remarkable turn by Penn and beautiful cinematography, with special attention paid to the use of light (sun, moon, fire) and shadows. But the movie, as a whole, falls short. The bones of the book are there, but the fat has been trimmed, taking the taste and rich flavor with it.

Roles have been truncated or wither away, robbing the story of much of its power, meaning and satisfaction. It's a far better film than most of what churns through the theaters, but it could have been spectacular, given the cast and Pulitzer Prize-winning source novel, inspired by Gov. Huey Long.

Penn plays Willie Stark, a self-described Louisiana hick who begins the story as an idealist, an honest man, a faithful husband and a non-drinker. As he is drawn into the dirty vortex of state politics, first as a patsy and then as a man who truly strikes a chord with the voters, Willie begins to change into the very thing he once railed against. He turns into a dictatorial governor who is not above compromise and corruption.

Willie's story is intertwined with a half-dozen others: a former reporter tellingly named Jack Burden (Jude Law), who doubles as narrator; the governor's press attache, Sadie Burke (Patricia Clarkson), who chafes when Willie begins cheating on her and his wife with other women; a duplicitous political operative named Tiny Duffy (James Gandolfini, with a labored Southern accent); a principled judge (Anthony Hopkins); a woman Jack has always loved, Anne Stanton (Kate Winslet); and her brother, Adam Stanton (Mark Ruffalo), a physician who is the last remnant of a dying aristocracy.

Its themes about idealism, politics, compromises, corruption, family secrets, fathers and sons, the search and price of the truth, rebirth and a changing South still resonate today, although Zaillian has transferred the bulk of the story from the 1930s to the 1950s to make it more contemporary.

Penn is, as always, dazzling, especially in scenes where he addresses his fellow "hicks" on the campaign stump and leads them in a sort of call and response like a preacher. But even with a two-hour running time, Zaillian can't seem to wrap his hands around the story; a more leisurely 2¹/₂ hours might have done the trick, and we could have used less aggressive use of music that swells like a hot-air balloon being inflated.

Willie Stark's son is briefly shown, but a key subplot from the book has been jettisoned, and a character's motivation for literally and figuratively stepping out of the shadows to set off a catastrophic chain of events is severely abbreviated.

The movie initially was announced for a December 2005 release and then bumped to today. "I'm just slow," Zaillian told reporters recently in Toronto, adding that he doesn't write fast and he doesn't edit fast. He shot 900,000 feet of film "which, if you put it end to end, I don't know how far it'd go, but it's a lot of film," and it took two months just to watch it all. He asked for, and was granted, a delay by the studio.

The movie's opening narration includes a line about how what you don't know won't hurt you. In this case, what you don't know -- or see -- may hurt you or, certainly, the movie.