What a botch. "All the King's Men," a remake of Robert Rossen's classic 1949 film about the rise and fall of a Southern demagogue, has no center, no coherence, no soul and no shame. What it does have is a preening lead performance; a bizarre concatenation of accents; a dreary, pseudo-gritty look; a nonsensical change of period; a surfeit of soul-sickness and a score that could be used for torturing prisoners without violating the Geneva Convention.

It's a baffling botch. The people involved are neither novices nor hacks. Steven Zaillian, the writer-director, adapted "Schindler's List" for Steven Spielberg and directed "Searching for Bobby Fischer." Sean Penn, the star -- or, as I'll explain later, the ostensible star -- is one of the most gifted actors of our time, and he's surrounded by a fine cast that includes Jude Law, Anthony Hopkins, James Gandolfini, Patricia Clarkson, Kate Winslet and Mark Ruffalo. Yet the net result of all this talent is a nullity that leaves you wondering what the fuss was all about.

There would have been no fuss if "All the King's Men" hadn't set itself up against movie history, literary history and American history. The Rossen film won three richly deserved Oscars -- for best picture, best actor and best supporting actress. Like this new one, it was adapted from Robert Penn Warren's 1946, Pulitzer prize-winning novel of the same name. And Warren modeled his hero, Willie Stark, on the Kingfish, Huey P. Long Jr., the larger-than-life -- and legendarily dictatorial -- governor and then senator who dominated the political scene in Louisiana from the late 1920s to the mid-1930s.

Willie Stark was first brought to the feature screen by Broderick Crawford, until then a successful character actor known for his beefy physique and a shrewd intelligence beneath his bluff demeanor. Crawford made Willie instantly likable, as well as palpably dangerous -- a self-described hick and plain-spoken man of the people, but then, by degrees, a bully with a taste for booze, a weakness for women and a spectacular lust for power.

Sean Penn's Willie doesn't develop by degrees, but by a single quantum leap from cool to hot. For a while he's a lubricious country bumpkin making speeches of genuine banality and dubious sincerity that are none the less greeted with keening reverence by James Horner's score. Then he explodes, as the dreadful score explodes with him, into full-bore rabble-rousing -- hands flailing wildly or waving seductively, head wagging or bobbing in Hitlerian spasms, voice rising from grade 3/0 sandpaper to perfervid, quasi-biblical declamations. It's a phenomenon, all right, but a strangely unaffecting one -- how could so much energy generate so little genuine emotion? -- and a repetitive one; each time the camera comes back to him, there's Willie fulminating on cue.

That pattern of coming back to him eventually seems like a succession of afterthoughts. For, astonishingly, the Willie Stark of this remake has been reduced to the rank of redneck grotesque. He's no longer the center of the story, and Sean Penn, despite his prominence in the trailers, doesn't have the commanding presence that Broderick Crawford did. Now most of the attention, and screen time, is devoted to the airily self-loathing Jack Burden (Jude Law), the reporter who first covers the up-and-coming candidate, then goes to work for him and loses his soul. And that center, to put it charitably, doesn't hold.

How could it? Jack's moral dilemma isn't the big news here, and never was. Jack started as a literary device, a standard reporter-as-tour-guide, first in Robert Penn Warren's novel, then in Robert Rossen's film. He was the narrator, to be sure, a self-reflective, well-born Southerner torn by interesting conflicts; knowing better, Jack still succumbed to the seductions of power. But he was there primarily to lead us into Willie's domain, and to intensify, by reflected light, the awful spectacle of an honest politician corrupted and finally consumed by his own demons.

This new "All the King's Men" fails on just about every count. The secondary performances range from absurdly self-parodying (James Gandolfini as Willie's dim, malefic henchman) to unexceptional (everyone else). The Southern accents defy description (or detection, in the case of Anthony Hopkins, who pretty much phones his performance in.)

The period has been moved by two decades to the late 1940s through the 1950s, even though the populist Willie Stark, like Huey Long, was purely a creature of the Depression (a period the filmmakers may have judged too depressing). The suppressed color palate of the cinematography recalls the glumness of "Road to Perdition" -- an achievement, of sorts, but a perverse one: Dorothea Lange does the Eisenhower era. And for a movie that stresses relationships, the connections between key characters are abstract or downright inscrutable. Willie's assistant and ill-used lover, Sadie (the wonderful Patricia Clarkson, wasted in a sorry vestige of the role that won an Oscar for Mercedes McCambridge), keeps accusing her boss of two-timing her, even though there's no evidence of him one-timing her.

The first "All the King's Men" was far from perfect as a piece of art, or of artful entertainment. Like other topical films of its time, it simplified its source material. Nevertheless, it honored that time by dramatizing so effectively the book's concerns: how power is accrued, how demagogues rise from the ranks of ordinary people and become the very monsters they promised to banish.

The new version turns on power borrowed, devoid of context, from the atmosphere and period detail of earlier movies. We hear talk of Willie's lawless ways, but barely get a glimpse of the cops and troops who enforce his will. People make topical references to tapping the profits of Standard Oil, or building a hospital to launder money, but none of it has much impact, because the whole of it makes little sense. In the end this murky remake functions mainly as a plain-wrapper setting for a fancy piece of acting that gets lost in a void. Who needs it? Who needed it in the first place?

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DVD TIP: To refresh your recollection of what constitutes a first-rate movie about the rise and fall of a demagogue, see "A Face in the Crowd" (1957), which was directed by Elia Kazan from a brilliant script by Budd Schulberg. Andy Griffith is the sinister, constantly smiling TV star Lonesome Rhodes (a character suggestive of a real-life TV star of the period, Arthur Godfrey). Patricia Neal is the woman who sees the evil behind the smile, yet loves Lonesome all the same.