Robert Penn Warren's "All the King's Men" was an iconic novel, the kind we all read in high school or college; and Robert Rossen's 1949 film, with Broderick Crawford as the charismatic monster Willie Stark was surely a revelation to anyone brought up in the more polite atmosphere of the Northeast. Based of course on the life of Huey Long and the life of the corrupt state of Louisiana in the twenties and thirties, the novel and film spoke movingly at a time, unlike now, when the country was supportive of honest and open government.

Steve Zaillian, who wrote some of the most provocative films of the past twenty years - "The Falcon and the Snowman," "Jack the Bear," "Searching for Bobby Fischer" and his big hit, "Schindler's List" - has written and directed a new version of the novel, starring America's best actor, Sean Penn, as Willie. How does this version work?

I think the film fails, and for an unexpected reason: it has an incomplete screenplay, by which I mean that the film is loaded with sound and fury, secrets and lies, and outrageous moments, but they have no underpinning to make us care about what we see. Zaillian has failed to set his film in context; Willie Stark talks about scandals, about how the oil companies and their willing henchmen in the state legislature control things, rob the people, pauperize the state, bribe and skim and lie - but we in the audience never get to see or feel any of it for ourselves. So there's no context for Willie's rants about populism, no chance for us to feel empathy with him and share his ideals, no turning point at which it becomes less about doing good for others and more about doing well for himself. We remain outsiders rather than Louisianans; instead of being swept up in Willie's crusade, then learning that he's betrayed us, we are never involved.

Zaillian has cast "All the King's Men" with good actors. Sean Penn does a heroic job as Willie, saying the right things, bringing people to their feet, manipulating them, but he is the same person from beginning to end; there's no turning point, no moment in the film when he loses us, no crux of the drama when he turns from hero to monster. If you remember Penn as Matthew Poncelet in "Dead Man Walking" you'll recall that breathtaking scene when Matthew finally brings himself to an acceptance of what he has done; it's one of the great acting moments in all of film history. Penn could have done the same thing here, but Zaillian has let him down.

And Jude Law is disastrously miscast as Jack Burden, the muckraking journalist who becomes Willie's gofer; he pours on a southern accent so thick you think he's doing a parody of Tennessee Williams. Only Anthony Hopkins as an upright judge whom Willie needs to buy off, carries his role with believability. There are subplots revolving around a brother and sister - Mark Ruffalo and Kate Winslet - and both Patricia Clarkson and James Gandolfini are involved as well - but at the heart of a film that should have great resonance for the country today, there's nothing but an empty hole.