Robert Penn Warren's "All the King's Men" may well be the Great American Novel about politics and corruption and the strangulating grip of the past on the present. But few have been willing to leave it at that -- including Warren himself.

Something about this sweeping saga of a Southern demagogue, not unlike Louisiana's Sen. Huey Long, has cried out for life, independent of the printed page. Perhaps because it was initially conceived as a vast verse drama, "Proud Flesh," perhaps because Warren's dialogue remains so pungent, the temptation to give corporal life to the king, his cronies and the assassin who brought him down has proved irresistible.

Warren himself tried his hand at two stage adaptations -- in 1948 and again in 1959. Director Robert Rossen turned the material into a 1949 Oscar-winning film, starring Broderick Crawford and Mercedes McCambridge. In 1974, it surfaced in New York as a musical with an all-black cast. Then, in 1981, it was back in the form of an opera called "Willie Stark," produced jointly by the Kennedy Center and the Houston Grand Opera.

Now Arena Stage is about to get into the act with yet another dramatization of "All the King's Men" -- this one by Adrian Hall, the artistic director of both the Dallas Theater Center and the Trinity Repertory Company in Providence, R.I. (it opens Wednesday in the Arena). The statistics alone are imposing: 42 scenes, 25 actors, a dozen songs by Randy Newman. Says Arena's associate director, Douglas C. Wager, who is staging the production, "In many ways, this is the most challenging project I've ever taken on. It's a little like directing Shakespeare, 'Execution of Justice' and a musical all rolled into one."

Beyond the immediate logistical nightmares, however, there are greater pressures -- the pressure to do right by a classic and to bring to fruition a play that has been several years in the making. Hall has already put the script through two productions -- the first nearly a year ago in Dallas, the second last spring in Providence -- cutting scenes, reordering others, generally bringing the epic saga of moral chicanery into focus. By the end of the Providence run, Broadway producers were hovering on the fringes, eager to mount a commercial New York production.

Instead, Hall opted to give the work to Arena. "It was a very deliberate choice on my part," he says. "It's where the play belongs in a very real sense. It's about confrontation and politics and morality -- all those things Washington is very big on. And now is certainly the time to do it there. But I was also very eager to find an environment that would allow the play to continue to grow. That sounds esoteric. But the one thing I'm not interested in right now is putting the play into a proscenium house on Broadway -- not when it's still at such a tender state of development."

For most people, "All the King's Men" is the story of Willie Stark, the populist who surges out of the backwoods with a burning desire to do right by the people and ends up twisting arms, compromising reputations and leveling rivals in the process. Warren always denied Willie was a portrait of Huey Long, although he met him on a couple of occasions in the 1930s; nor is there any specific mention in the novel, published in 1946, to indicate that it takes place in Louisiana.

"Something of what I felt to be the difference between the person Huey P. Long and the fiction Willie Stark," Warren once wrote, "may be indicated by the fact that in the verse play {"Proud Flesh"} the name of the politician was Talos -- the name of the brutal, blank-eyed 'iron groom' of Spenser's Faerie Queene, the pitiless servant of the knight of justice. My conception grew wider, but that element always remained and Willie Stark remained, in one way, Willie Talos. In other words, Talos is the kind of doom that democracy may invite upon itself. The book, however, was never intended to be a book about politics. Politics merely provided the framework story in which the deeper concerns ... might work themselves out."

Still, Willie is so charismatic, so ruthless, so canny that he has always dominated the various adaptations, which have told the story almost exclusively in terms of his rise to power, the steady erosion of his idealism and his violent death on the steps of the state capitol. Even Warren's own stage adaptations made short shrift of Jack Burden, the detached newspaper reporter who drifts into Willie's orbit, becomes one of his flunkies and discovers that he, too, is implicated by a tainted past that Willie is so quick to exploit.

The novel is seen, in fact, through Burden's eyes and "All the King's Men" is as much his story as it is Willie's. "To certain film buffs, this is sacrilege," Hall says, "but the screenplay really butchered the novel. Jack Burden was practically nothing. The truth of the matter is that the novel is about a young Southern man from the right side of the tracks, with a wealthy, if somewhat shady background, who falls in with a politician who becomes governor of the state. It shows how that experience alters his life and helps him change himself. For the play to be about Willie Stark is simply to leave out half of the novel. It's like having Iago without Othello, or Othello without Iago. Principally, what I did was place Jack Burden at the heart of the play."

Hall has a reputation for producing huge, free-flowing works that fuse fictional events and documentary history in a spectacular style at least partially beholden to the worlds of vaudeville and the circus. His landmark TV production, "Feasting With Panthers," drew on the works of Oscar Wilde -- from his plays and "The Picture of Dorian Gray" to "De Profundis" -- to depict the author's two-year incarceration in Reading Gaol. Hall has fashioned similarly controversial plays about the Jonestown massacre and the Manson family. The trustees of the Trinity Rep were, in fact, so offended by his adaptation of James Purdy's book "Eustace Chisholm and the Works," with its graphic depiction of an abortion and its homosexual themes, that they dismissed him on the spot. (Hall countered by firing the trustees and reconstituting a board more sympathetic to his aims.)

The seeds for "All the King's Men" were planted in 1969, when Hall decided to stage "Brother to Dragons," a long verse poem by Warren about two nephews of Thomas Jefferson who brutally murdered a slave. "Red {Warren} was teaching at Yale at the time, and he came down to work with us at Trinity on the production," Hall recalls. "We became very good friends and he said, 'Why don't we work on "All the King's Men." ' I guess he felt that his own version needed work. Playwrights aren't necessarily good novelists -- look at Tennessee Williams. And conversely, novelists aren't always good playwrights. Look at William Styron. But that's as mean as I'm going to get about Red. I like him too much."

Time, however, "rocketed by," as Hall puts it in a drawl that he jocularly describes as "part Southern, part great affectation." He didn't get around to the project until two years ago, by which point he was also serving as artistic director of the Dallas Theater Center. An ailing Warren was reluctant to travel to Texas in the summer, but he gave Hall the go-ahead and later read the completed script, offering suggestions.

"He never said, 'Let's change this line,' " says Hall. "Our talks were more about the political atmosphere of the time, when he first went to Louisiana in the 1930s to teach." Of those days, Warren has written: "You felt somehow that you were living in the great world, or at least in a microcosm, with all the forces and fatalities faithfully, if sometimes comically, drawn to scale. And the little Baton Rouge world of campus and Governor's Mansion and Capitol ... was, once the weight of Long's contempt and political savvy had been removed by the bullet of the young Brutus in the Capitol, to plunge idiotically rampant to an end almost as dramatic as the scenes in the last bunkers of Berlin or at the filling station on the outskirts of Milan."

Hall's first step was to put all the novel's dialogue on a computer, which resulted in a 500-page manuscript. "I wanted every morsel of dialogue out of that book and the option of using it all," he says. "But that's a bit of trivia that doesn't mean much. I just happened to have an assistant at the time who was a whiz with computers. What it really meant was that I got to live with the written dialogue for several months."

Sometimes, in the course of rehearsing a scene, an actor would improvise a speech. Hall would go back to the original text and usually find that Warren had written equivalent lines. In they went. Since the novel is recounted by Jack Burden, Hall was able to convert much of the narration into dialogue for that character. As a result, about 95 percent of the script is composed of Warren's own words.

Two other factors were critical to Hall's conception of the play. The first was the music by Randy Newman -- specifically a 1974 album entitled "Good Old Boys," which features such songs as "Louisiana 1927" and the rowdy "Rednecks." "Randy is one of the most interesting composers around," Hall says. "His music is so specific, so regional -- I mean that in the good sense -- you hear his Southern roots in the music." The numbers, including one ("Every Man a King") that Long himself wrote in 1935, were woven into the story -- often as an ironic, Brechtian counterpoint to events.

The other key element was the set, designed by Eugene Lee, probably best known for the complex configuration of bridges, catwalks and platforms he concocted for the Broadway production of "Candide." Hall had already decided to premiere the play in an experimental barn in the arts district of Dallas. At one end of the building, Lee constructed a large granite structure that suggested both the Baton Rouge statehouse and also the chandeliered mansions of "the haves."

At the other end, he built a shantytown out of scrap metal and iron. This was the red-dust world of the "have-nots," to which he eventually added live chickens. Bleachers lined the opposing walls and the audience sat facing one another as if at a political rally or a football game. In the extended passageway between, the play unfolded.

Hall now laughingly recalls the terror he experienced at the first preview in Dallas. "At the end of the second act, it was 11 o'clock and there were two more acts to go," he says. "People were leaving in droves. I had planned to take my time, structuring and restructuring this play. But we were thrown into the horrors of the commercial theater and forced to do what was a real, hopefully sympathetic, hatchet job on the play. The only other solution was to turn it into one of those O'Neill events that go on for days."

The cuts were made. They were still being made at Trinity Rep, where Hall felt the play's shape was finally emerging. So did Wager, who caught it there in previews. Arena has had a longstanding interest in bringing a notable American novel to the stage, but its efforts to forge scripts from "Elmer Gantry" and "Main Street" have either met with frustration or run into insoluble disputes over stage rights.

"I was thrilled by 'All the King's Men,' " Wager says, "as much by what was accomplished as by the potential for what could be further achieved. Both Zelda {Fichandler} and I felt we could help with the evolution of the piece, so that it would have the continuing national life it deserved. So much theater that could have been good died on the way to Broadway or just after it got there. If Zelda stands for anything, it's for a constituency of artists and resident theaters helping each other out, sharing their work and not being paranoid about it." Hall concurred, even though it meant relinquishing his baby.

The current production draws on the full might of Arena's acting ensemble: Stanley Anderson (Willie Stark), Tana Hicken (Willie's wife Lucy), Casey Biggs (Jack Burden), Cary Anne Spear (Anne Stanton), John Leonard (Adam Stanton) and Mark Hammer (Judge Irwin). Candy Buckley, who created the role of Sadie Burke, Willie's doggedly devoted secretary, in Dallas, signed on to repeat the role here. As Willie plows his deep furrow through the muck and compromise of politics, all of them find their own lives coming unraveled.

Douglas Stein has designed Arena's set, which is reminiscent of an old, deserted convention hall, its colors drawn from those in a mural in the Louisiana statehouse depicting the assassination of Long. "It's a space that time seems to have passed over, where the past is coaxed out of the woodwork," says Wager. "Locations are created and disappear, as they do in a memory play. Some of the scenes are fiercely realistic; then they spin off into nightmare.

"Ultimately, what excites me is that the story speaks passionately and personally about taking responsibility. Of course, it has obvious parallels with politicians today, who are having their pasts thrown up in their faces and find themselves blackmailed, or blackballed, because of it. In the play, Judge Irwin says, 'Nothing is ever lost. There's always the clue, the canceled check, the smear of lipstick, the footprint in the flower bed, the condom on the park path, the twitch in the old wound, the baby shoes dipped in bronze, the taint in the bloodstream.'

"But that possibility exists for every one of us, not just public figures. Being alive makes you a political animal. Unless you live in total isolation, you can't escape responsibility for making the world into what it is going to be tomorrow. In a democracy, the extension -- or the extinction -- of our personal values becomes the political landscape. You can draw a line from one individual to the great events of history."

Forty-one years after it was published, the tale of Willie Stark refuses to go away. Now Arena and Hall want to make sure the play doesn't. Says Hall: "I'm afraid that if we don't find a way of tapping the richness of our past -- by that I mean the novels and historical events of America -- then 'Starlight Express' is what our theater will be. One is amused for about 20 seconds by those poor actors on roller skates. But the theater is more important that that.

"I'm very anxious to see 'All the King's Men' in the environment of Washington. It would be wonderful if the citizens got angry and smashed all the windows."

Then, on a more cautious note, he adds, "I guess I really hope that our political roots are recognized, and that we all know more by the presenting of this play than we did before."