Originally slated for release in 2005, All the King's Men gathers a highly misused cast: Kate Winslet as faded Southern Anne Stanton; James Gandolfini as political fixer Tiny Duffy; New Yorker Mark Ruffalo as Adam, Anne's idealistic doctor brother; Anthony Hopkins as a prominent judge; and Patricia Clarkson as Stark's press secretary.

Yet Penn, padded tummy and all, is superb, even though his Southern accent is so thick that it's difficult to understand much of what he's saying. His performance as the salesman-turned-politician is an unusually hyper accomplishment.

While Director Zaillian gets the 1950s Deep South aesthetics down to perfection, this updated version drags, particularly during the tiring set-up. Penn's performance may dazzle, but in the end, we're led to the predictable climax, rendered ineffectual by an overload of oddly-paced flashbacks and endless conversations between people speaking in incompatible accents. A good DVD rental idea would be to watch both versions, as we're taken through two seemingly different tales. B.J.