Questions, questions. Looking over notes taken in semi darkness while screening "All the King's Men," "Whys" prevail. The bad news is most of these remain unanswered by the conclusion of what should have been an Oscar worthy movie.

Based on Robert Penn Warren's 1946 Pulitzer Prize-winning novel of the same name, "All the King's Men" already boasts a 1949 Best Film Oscar as well as Best Actor win for Broderick Crawford. He played Louisiana Senator and then Governor Willie Stark (a veiled version of Huey P. Long). That screenplay, by director-producer Robert Rossen, grabbed from the get-go, believably depicting Stark's good ol' boy roots succumbing to corruption as he is politically led from idealistic innocent to charismatic demagogue to his own assassination within his headline making terms during the 1930's. Mercedes McCambridge took home a Best Actress Oscar too.

This new version, set during the 1950's, looks stunning on paper. Directed, written, and produced by Steven Zaillian (Oscar winner for adapting "Schindler's List"), the cast is acting royalty: Sean Penn, Jude Law, Anthony Hopkins, Kate Winslet, James Gandolfini, Mark Ruffalo, and Patricia Clarkson. In this take, Willie Stark (Penn) decides to run for governor on his own terms soon after learning he is being set up by machine politicians to lose the race. Literally and figuratively along for the ride is Jack Burden (Law), a local newspaper reporter who goes from covering Stark's barnstorming campaign to actually joining it as a publicist. He stays on the payroll as a dig-up-dirt-on-enemies slime ball when Stark takes office.

In the mix are Winslet's Anne Stanton, daughter of a former governor and Burden's lost love; her brother Adam (Ruffalo); Tiny Duffy (Gandolfini), Stark's lummox assistant; Sadie Burke (Clarkson), Stark's press attaché; and retired Judge Irwin (Hopkins). Almost all acting is above par, even within the confines of a script laden with characterization and transition problems. Segue to my "question" premise:

Why is there no sense of Willie Stark's true power and corruption? Throughout the film, Stark surrounds himself with no more than two or three people, including a trigger happy bodyguard. Huey Long had a battery of bodyguards and assistants around him constantly, which is believable. We mostly see crowds at a distance from Stark as he shouts his political doctrine. Outside of a sexual liaison and singular bribery, Stark's corruption seems pretty tepid. As for Stark's hellfire and brimstone speeches to the masses, Sean Penn's forced delivery and mock Southern dialect simply do not sell. Is Penn miscast? Yes.

Why does Law's Jack Burden dominate the script? Burden narrates, and it is Burden's political and romantic links that fire the plot. Willie Stark is a necessary plot element for sure, but this is really Burden's Faustian tale. Jude Law steals the picture.

Finally, why is the script so stagey and talky? And why is the conclusion, the forgone assassination sequence, so slick and corny when it should have been emotionally charged? Steve Zaillian says he purposely did not see the 1949 version so he could approach his version his own way. He should have rethought that decision.