Kate Winslet’s character Ann Stanton lies in bed, voluptuous and vulnerable, her exquisite face flushed, her hands bashfully covering her naked breasts. She looks over expectantly at Jude Law’s Jack Burden, her eyes offering him the world. But Burden demurs. Later, he explains, in one of the film’s many ponderous voice overs, that he chose to deny himself the fleeting pleasure of a romantic tryst, so as to preserve their friendship.

This scene, in one dull thud, sums up the primary weakness of Steven Zaillian’s handsomely mounted, but emotionally inert adaptation of the classic novel, “All the King’s Men.” Zaillian really should have surrendered to his baser instincts. There is an undeniable joy in watching a “rise and fall” movie, in which the young idealist achieves his lofty goals only to lose himself along the way. From Robert Redford’s befuddled senate candidate in “The Candidate” to Charlie Sheen’s stock-broker-turned-swindler in “Wall Street” to Peter O’Toole’s beautiful dreamer in “Lawrence of Arabia” who eventually stumbles out of the vast desert, defeated, moviegoers love to watch idealism incrementally surrendered in exchange for wealth and status.

It is shameful, but undeniable; we love to see the do-gooder do wrong. But Zaillian is too coy to provide his audience with such a vulgar pleasure.

Instead, he shows us idealistic crusader Willie Stark’s (Sean Penn) rise from small town treasurer to governor, then skips ahead to five years after the election, at which time he is teetering on the brink of an impeachment on corruption charges. We do not know with what he is specifically charged or even whether he is corrupt at all. If he is corrupt, was he just cutting corners to further the public good? Did he become corrupt overnight or did he slowly sink into the murk? Or were these corruption charges invented by the conservative legislature in order to stymie Stark’s costly public works initiatives?

Rather than focusing on Stark, the story turns on Burden, Stark’s political operative, and his efforts at digging up dirt on Judge Irwin (Anthony Hopkins). Irwin, a respected public figure and a father figure to Burden, has called for Stark’s ouster, and Stark hopes to use whatever smears Burden can unearth to blackmail Irwin into opposing the impeachment.

Because Zaillian is so withholding as to Stark’s true nature, it is hard for the audience to decide how we feel about Stark and Burden’s scheme. Stark, at least in the beginning, seems genuinely committed to the state’s desperate have-nots. If Stark is trying to survive the impeachment in order to build roads, schools and a full-service hospital for the poor, then perhaps these noble ends justify Burden’s blackmailing means. However, if Stark only sees these public works as an opportunity to line his pockets and further his career, then Stark and Burden’s actions are truly despicable. The audience never knows Stark well enough to know what is at stake.

Even more baffling is why Burden is in league with Stark in the first place. If Burden is from a privileged family, why is he working for a rabble-rousing hick like Stark? Likewise, why does Burden participate in a blackmail scheme meant to advantage aforementioned hick at the expense of Irwin, a deeply moral man who raised Burden like his own son?

While the film tells the audience too little, the film’s score tries to tell us too much, as if trying to make up for the script’s failings. Horns swell, strings moan, all in a manipulative effort to inform the audience how to feel about every character, every scene, every line.

Sadly, several top drawer performances are wasted in this muddled effort. Penn’s Stark is magnetic, a perfect mix of backwoods backslapper and arrogant political puppeteer. His stump speeches are eloquent populist screeds, delivered in a ferocious howl… I would vote for him. Patricia Clarkson’s performance as a political fixer crackles with intelligence and verve, and Anthony Hopkins underplays Irwin, radiating a quiet integrity that serves as the film’s ethical core. Jude Law is at his best in the film’s beginning when Burden is a cynical wag, more amused than outraged by the political machinations that surround him. But, as he is drawn deeper into the blackmail plot, his twinkling eyes turn beady and bloodshot, and his sneer turns to a pout. It is as if Zaillian’s chief direction to his star is “seethe, damn you, seethe.”

Law’s very capable seething aside, the audience is left to fight off sleep and wish that they could have, at the very least, seen Law and Winslet get it on.