PLOT: Willie Stark starts out as an idealist, but once elected governor of Louisiana learns to take advantage of all the graft and corruption available to him. Nod to contemporary politics has some very strong performances, but call this one a noble failure.

You really can have too much of a good thing.

All The King's Men has a big cast and a big story and a big, important message, but it all comes across as overwrought and overstuffed. This is not to say you won't love looking at it -- it's just that All The King's Men wants to be a big ol' library book, and it's just a picture book. Pretty Pictures, mind you. Try to keep up.

Set in the 1940s in Louisiana, All The King's Men is a film version of Robert Penn Warren's Pulitzer Prize-winning novel. The book was inspired by the real-life career of governor Huey Long.

Sean Penn stars as Willie Stark, an earnest-seeming character manipulated into running for political office. Once Willie realizes he's being used, he starts saying what he thinks in public about the rich getting everything and the poor getting nothing.

Of course, he gets elected.

Watching Willie's progress is Jack Burden (Jude Law), a supportive journalist and member of the ruling class who soon becomes part of Willie's camp. Then there's Mark Ruffalo as Adam, Jack's childhood friend; Kate Winslet as Adam's sister (and Jack's one true love); Patricia Clarkson as a corrupt press attache, and Sir Anthony Hopkins as the respected judge who helped raise Jack. Also roaming around are James Gandolfini as a political thug and Kathy Baker as Jack's mother.

Once in office, our Willie discovers fast that absolute power corrupts absolutely, and all that.

Jack, in doing Willie's bidding, pretty well destroys the lives of those closest to him; this is Southern gothic territory, with all manner of past sins, dark deeds, betrayal, love, power and drama going on. And on.

Not counting his stellar work as Jeff Spicoli in Fast Times At Ridgemont High, Sean Penn has never done much for us. All The King's Men, however, is the one film that finally gives Penn a role in which his histrionics make perfect sense. He is downright electrifying at times. For that matter, there's nothing wrong with any of the performances in All The King's Men. It's the weaving-together of all those performances that's faulty.

BOTTOM LINE: If you've read the book - so your mind can fill in the storytelling gaps - you'll love looking at this. If you haven't read the book, this could be a bit of a tough slog.

(This film is rated PG)
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