"All the King's Men" chalked up another disappointing night at the movies as it was the second movie of the month based on a novel -- the first being last week's "The Black Dahlia" -- that didn't live up to expectations.

Writer/director Steven Zaillian brings Robert Penn Warren's Pulitzer Prize-winning novel of the same name to the big screen. "All the King's Men" follows William Stark (Sean Penn), a man from a small town with big ideas, as he runs for governor of Louisiana. Originally only asked to run by people hoping he'd split the votes of the forerunners, he wins over the voiceless, powerless and the so-called "hicks" of the state.

Reporter Jack Burden (Jude Law) chronicles Stark's quick ascent before becoming a lackey. Stark finds opposition everywhere in the legislature, and resorts to digging up dirt to get people on his side, with Burden doing the digging.

This leads Burden to drag his own past through the mud through his father-figure Judge Irwin (Anthony Hopkins), his childhood best friend Adam Stanton (Mark Ruffalo) and the woman he's loved for as long as he could remember Anna Stanton (Kate Winslet).

Characters are forced to choose between ideals and responsibilities, corruption and shame, in the world of politics while making the push for power.

"All the King's Men" failed at the primary goal and responsibility of a movie: To engage and entertain. Instead, the movie talked at the audience for over two hours, had confusing subplots and Southern accents laid on thickly were hard to understand.

Of course Stark is supposed to be the central character, or at least one of the primaries, but Law's Burden ends up being the real star. Burden acts as reporter, confident, bearer of bad news and detective all while dealing with his own problems. And all these separate traits lead to the muddle script. An especially annoying flashback, involving the Stanton siblings and Burden like an odd love triangle, comes up at odd times in the movie. It's obvious this is supposed to signify Burden remembering this point in his life, but there's no relation to the present moment in the movie as it appears.

Penn put his heart and soul into the role of Willie Stark, but the script wasn't there to back up his performance. He's also prone to overacting, using spastic arm movements that could land a plane to convey messages. Scenes with Stark preaching to the public -- especially in night scenes with the single character and a microphone with the spotlight on him -- were passionate, but turn off the sound and the same effect would be there.

Stylistically, there was one scene that really stood out from the rest of the movie, and of course it comes at the very end of the movie. Zaillian switches mid-scene to black and white from color, an obvious hint that something will happen. What black and white film did for the original "Psycho," a death scene where the blood runs black is much more powerful than a vivid red.

In short, "All the King's Men" isn't worth the price of the ticket.