Lend me your ears: I come neither to bury All the King's Men nor to praise it. Forget what you've heard: this is not a trainwreck of a film, it is not the most bloated and hackneyed film of 2006, it is not an incoherent film with no t a trace of political knowledge. It is perfectly functional, and is made with workmanlike efficiency. How's that for damning with faint praise?

To be fair, there is one glaring point on which the film is not merely bad but excruciating, and it's probably the film's most notable aspect, and that is Sean Justin Penn. I have not seen all of his performances, and therefore it's not for me to judge this his "worst"; but I want to so very, very badly.

As everyone in America knows, and has been ever since the movie was delayed from last November (more on that shortly), Penn plays Willie Stark in this second filmed adaptation of Robert Warren's novel. The story is familiar to anyone who ever heard of American literature, or of populist firebrand Huey Long: Stark rises from the rural backwaters of Louisiana to become governor on an idealistic far-left platform, only to allow his perfect political machine devolve into a mire of corruption when it becomes clear that there is no other way to achieve his goals.

Stark is larger than life, a man of such imposing presence that you cannot possibly ignore him. Penn, for all his intensity as a performer, is not physically imposing. In the 1949 adaptation of the novel, Broderick Crawford has presence just from standing still. Penn is a slight man, even with a ridiculous little padded gut, and to make up for it, he acts...

No, I take that back. He doesn't act. Acting requires knowledge about the choices one makes, and it really doesn't seem that Penn has any such knowledge. He's channelling all of the things he can to seem powerful and charismatic, but it turns out very poorly.

The scene that will stick with me for the rest of my life is his first major speech. To this point, Stark has been the unknowing puppet of the Powers That Be, and he claims his independence in a frank, angry moment of passion on stage in front of those he lovingly calls "hicks." To show this passion - the charisma and power that bring all those poor folks to stand in his presence - Penn windmills his arms around in opposing circles.

You may reread that clause. I'll wait. It won't change, though.

So, yes: to embody the most charming and persuasive speaker in Louisiana history, Sean Penn waves his arms around like he's in a dance on Sesame Street, while speaking with a psychotic cartoon accent that consists largely of replacing his th's with d's and t's, and never pronouncing the final consonant of a word. He flails like an electroshock patient at every major emotional moment, and the less said about his hair (which, in fairness, is probably not his fault), the better. Willie Stark does not seem like a great governor - he doesn't really seem like a human being, more like a Disneyland animatronic that hasn't been fully programmed yet.

The good news is that Penn isn't actually the main character in the film. That would be Jude Law's Jack Burden, the journalist turned Stark hanger-on who narrates the film from about 3/5 of the way through it, although he continues to narrate right 'til the end. Law is not nearly as bad as Penn, though he is far from his best work: much like the rest of the cast, his performance revolves around his accent, but unlike everyone but Penn, his accent doesn't work. Not that it's bad: just that it's not always present. When Burden turns investigator in the middle of the film, and thence becomes the focus of the story, it becomes clear that Law doesn't want to play a venal character (which he must), and the film scuttles itself, although this falsely implies that the film had been sailing smoothly up to this point.

It's pretty easy to dismiss everyone else as wildly overqualified: Anthony Hopkins is actually better than he has been in a while, but a number of powerful actors - Patricia Clarkson, Kate Winslet, James Gandolfini, Mark Ruffalo - fail to make any impression at all (although Gandolfini hints at how much better he would have been as Stark). Frankly, Penn steals most of the energy away from the rest of the film - he may be a babbling and incoherent slab of overcooked ham, but he's impossible to ignore for precisely that reason.

It doesn't help the actors that the film is written and directed by Steven Zaillian, whose only connection to quality filmmaking is the screenplay to Schindler's List, and watching this flaccid epic of political morality, it's easy to wonder if that film was so well written after all (behold the power of a great director). It's not that he's a hack, exactly - this seems like a personal project, and you can't fault it for lack of ambition - and it's not that he's bad, exactly - there aren't really any wrong choices made. He's just very, very uncreative. The film is very cramped, not because it should be, but because Zaillian and cinematographer Pawel Edelman (who really should know better: he's worked with Polanski and Wajda, for God's sakes) don't seem to understand how to suggest that there is a world outside of the frame. Characters are uncomfortably stuffed into boxlike shots that we've all seen hundreds of times, often in the first projects of film students. Every conversation - and this is a film made up almost solely of conversations - follows the same pattern of showing the chest and head of whomever is speaking, sometimes if we're very lucky including the other person as a framing element.

When the film was pulled, the official reason was that the score and editing weren't complete. If that's true, it's kind of justified: the editing works very well in that "don't call attention to the editing" way, although I doubt that they needed to cut every time a new person spoke. The score is a different matter entirely: as composed by professionally awful composer James Horner, it is the aural equivalent of Penn's acting: cartoonishly bombastic and disgusting. Horner uses the timpani the way that sane composers use the violin or trumpet, and rather than excite and stir the emotions, it turns the entire film into a literally thudding assault on the ear, and then through the ear right into your brain, where it feels like the timpani is lodged securely in your frontal lobe.

As for the politics...I hesitate to bring them up at all. As produced by James Carville, this is obviously meant to be a defense of extremism in the pursuit of progressivism, and I'm for that. But it's so unengaging and sleepy that I can't really bring myself to care. And besides, one terrible choice ruins the whole political angle anyway: as originally set in the '20s and '30s, the story made sense: that was the last great period of radical leftism in America. For a reason that defies rationality, Zaillian has reset it to the 1950s. The idea of someone like Stark rising to power in the Eisenhower years cannot be imagined, and it turns the film from a wistful dream to an outright lunatic fantasy. It's juuuust possible to romanticise the politcal machines of the Depression, but corruption after WWII has a much different, less poetic flavor.

Still, it could have been worse. It frankly should have been worse, and I feel a bit cheated. I wanted All the King's Men to be a miscalculation of operatic proportions, but it's far more depressing than that: it is almost totally competent.