There's a slightly faded, tired quality to the light in Steven Zaillian's "All the King's Men," and that seems appropriate for its milieu of the old South, of grand houses hung with dusty gauze curtains and of tired barrooms where the smoke has seeped into the threadbare furnishings. But that light turns out, inadvertently, to be an indicator of something else: Zaillian's movie is a little tired, too.

On paper, this looked to be one of the prestige movies of the year. The principal cast members, led by Sean Penn, had 15 Oscar nominations among them, the source material was a Pulitzer Prize-winning novel still widely read today (and previously transformed into a movie more than 50 years ago) and the writer/director was the respected screenwriter of "Schindler's List." But something happened to "All the King's Men" on the way to theaters. Due to be released around last Christmas (prime time for awards consideration), it abruptly disappeared from the release schedule, to resurface many months later on a quiet September weekend. Zaillian, it was reported, had been busily re-editing the film after an initial cut proved disappointing.

What remains is a curiosity: not a terrible film by any means, but one strangely lacking in impact. Some elements, such as James Horner's generic Big Important Movie score and Penn's slightly too bombastic performance, seem to be trying too hard; some, such as beautifully nuanced but frustratingly fragmented work by Patricia Clarkson, seem to have been lost along the way. The choice to move the action of the story from the '30s to the '50s (a decision by Zaillian, according to the film's press kit, in order to make the story more contemporary and less "nostalgic") doesn't make sense — take away the Depression, and the story's entirely changed.

Zaillian, to be fair, had taken on an almost impossible task. Warren's 1946 book is the story of a rising (and falling) Southern politician named Willie Stark (played by Penn), inspired by the colorful Louisiana governor Huey P. Long and told from the point of view of Jack Burden (Jude Law), a journalist who covers Stark's election and then becomes part of the politician's machine. Warren's gorgeous prose has the leisure of a steamy Southern afternoon; his details bloom like flowers ("a light sweet rain, falling out of a high sky, the kind that barely whispers with a silky sound on the surface of the water you are swimming in"), and he moves between a variety of characters and settings with a sly, unhurried ease.

Reducing the novel's 600+ pages into a two-hour narrative feature means making some big choices, and in Zaillian's case it means we lose much of what makes the story tick. Clarkson's character, a staffer involved with Stark on several levels, becomes little more than a cipher, and Stark's political rise seems to happen strangely quickly and mostly off screen. The dramatic final act doesn't resonate as it should; the film keeps its distance, as if gazing at us over a shoulder.

But Zaillian, his cast and director of photography Pawel Edelman ("The Pianist") find some moments worthy of Warren's words. Kate Winslet, as Jack's childhood love, is photographed like a moody angel. In one shot of a late-night swim, she walks away from the camera and into a moonbeam, her body a black silhouette against the white light. Many of the details are spot-on, such as the way a sharply raised voice in a fading mansion can make a chandelier's crystals tinkle like tiny bells. "All the King's Men" is full of bits that work; unfortunately, they never quite add up to a whole.

Moira Macdonald: 206-464-2725 or mmacdonald@seattletimes.com