The story in All the King's Men concerns the relationship of two Southern men. Zaillian sets his film explicitly in Louisiana, whereas Warren, interested in making a more universal statement, never gives his state a name. Warren's novel is set during the Depression of the 1930s which gave rise to Long. Zaillian mysteriously sets his film in the early 1950s. In both, political reporter Jack Burden (Jude Law) makes the acquaintance of a rural county treasurer named Willie Stark (Sean Penn) who is so dull a political campaigner he isn't reelected to his own position. But when a shoddy school construction project that Stark opposes results in the deaths of children, he achieves a reputation as an honest man who won't be cowed by entrenched political interests. In the novel, Stark bides his time for a decade, earns a law degree and amasses a comfortable degree of wealth suing corporations in personal injury cases. In the film, Willie goes from door-to-door salesman to the governor's mansion in one roller-coaster campaign.
In both works, Stark is duped into running for governor to split the rural vote and to allow the big-city incumbent to coast to re-election. Burden is cynical about all politicians, but he loses his position when he writes columns favoring Stark, a stance Burden's bosses can't understand since he comes from a privileged family with deep roots in the old political order. It takes Warren's Willie two tries to perfect his political appeal, but in book and film alike the self-proclaimed "hick" governor quickly sets about to shake things up with programs for the poor and working class. The book is much more detailed about Willie's political agenda. He institutes an income tax and a minerals extraction tax, both despised by patrician and corporate interests, and uses the proceeds to provide better schools, free textbooks, new roads (particularly in rural areas) and free medical care. Unfortunately, to achieve his programmatic goals, he resorts to carrot and stick tactics, bribing some legislators and blackmailing others. Without ever regarding Willie with the kind of reverence Willie achieves in the eyes of the masses, Jack signs on as Willie's assistant. His unspecified duties include what's now known as opposition research. He digs up negative information about Willie's political enemies. Willie's ruthless methods lead book and film alike into ruminations about the morality of indefensible means in the service of noble ends.
In both works, Willie has to battle impeachment for corruption and endeavors to build a state-of-the-science new hospital to treat the underprivileged. The film builds its climax around the former, the book around the latter. Jack is assigned key roles in both struggles. Willie asks Jack to secure anti-impeachment support from his old family friend Judge Monty Irwin (Anthony Hopkins) by intimidation if necessary. When Jack asserts that Irwin won't scare and has no skeletons in his closet, Willie famously says, "Man is conceived in sin and born in corruption and passeth from the stink of the didie to the stench of the shroud. There is always something." Jack wishes to prove Willie wrong about the judge, but his research yields spoiled, poisonous fruit that cascade into shocking truth and tragedy. Comparably, Willie asks Jack to convince his childhood friend and nationally prominent surgeon Adam Stanton (Mark Ruffalo) to accept the directorship of the new hospital. Jack knows that Adam hates Stark, but with the assistance of Adam's sister Anne (Kate Winslet), Jack convinces Adam to take the position. In a paradoxically sinister approach, Jack and Kate seduce Adam into an unwanted partnership with Willie by appealing to Adam's lifelong desire to do good.
In every instance, because the medium lends itself and because Warren is a master, the book develops matters with greater subtlety and in more convincing detail. In the matter of Jack's relationship with Anne, for instance, Zaillian's script follows Warren's order, but in the inescapable brevity of the film their youthful affair seems revealed too late. With more opportunities for foreshadowing, Warren long establishes that Anne and Jack have been sweethearts before finally, as in an act of skillful lovemaking to the reader, revealing the giddy wonder of their season of devotion and the fluid, frustrating way, like water held in cupped hands, their love slipped away.
But the film has its distinctly cinematic strengths. It has been filmed with loving lushness by Pawlel Edelman, his landscapes a mixture of romantic moss-draped oaks intercut with hard-baked rows of blooming cotton, his crowd shots reminiscent of the yearning faces made famous in Walker Evans' photographs. And the acting is excellent. James Gandolfini as the dumb but dangerous political hack Tiny Duffy and Jackie Earle Haley as Willie's driver "Sugar Boy" O'Sheean embody their roles as if they had been lifted directly from Warren's imagination. Law's existentially inert Jack is a role he seems almost born to play. Penn's performance with its relentless arm waving on the campaign stump will seem busy to the point of madness, save to those who have seen Ken Burns' documentary Huey Long who will know that Penn has done his homework. Winslet and Ruffalo are mostly crowded into the film's last third, but they both are fine. And Patricia Clarkson as Willie's salty, savvy secretary Sadie Burke may finally take home the Oscar she's deserved for years.
Also, despite the crushing limitation of time, Zaillian's script manages to deliver a powerful visceral punch. Warren's storyline delivers two big surprises, and both pack a wallop. Both arrive in the film with comparable impact. Moreover, Zaillian uses his camera to create visual metaphors for the unfolding story. When we first see Jack, for example, he is on his back, awake but almost immobile. At a pivotal moment later in the film, Zaillian recreates this posture as Jack, slumped in a chair, watches Anne, naked and aroused, waiting for him to come to her bed. These two scenes capture Jack's essence. He is an observer, not an actor, a voyeur, not a participator. He comes from a class of leisure and indolence, and though he despises his class origins, he cannot stir himself to create a different world. He joins with Willie, not as an advocate, but as a functionary, not to serve and only to follow with a sneer of disdain. He sees the good Willie could do, but exercises no influence to curtail the brutality of Willie's methods. He is, in short, Hamlet on the bayou, a man who cannot act until time runs out. Near the end of the book, Warren lets Jack say about himself, "I felt on the verge of the act. But I did not know what the act was to be." Law's performance and Zaillian's images get that characteristic stasis just right.
For lovers of the novel, though, there is so much that doesn't and in many cases can't easily make it from page to celluloid. Writing almost immediately after nuclear weapons brought humankind the power to exterminate itself, Warren was plagued by the role of human knowledge. "The end of man is knowledge," Warren wrote, "but there is one thing he can't know. He can't know whether knowledge will save him or kill him." Throughout the book, Warren wrestles with the big questions. What is Truth? Is there a benevolent God or just an indifferent energy force he typifies as "The Great Twitch"? These are not concepts that readily lend themselves to consideration in film.
As to narrative, Zaillian's script doesn't develop the character of Willie's son Tom, and thus loses the humanizing complications of decisions Willie makes out of often misguided but nonetheless genuine paternal love. The movie also fails to underscore the extent to which Willie sees his hospital as his chance for salvation, his determination to build the hospital free of the taint of political wheeling and dealing that have attended most of his projects and thus his nigh despair when events he can't control require that the practice of corruption soil even that which he had most preciously determined to keep pure. Regrettably this film version of All the King's Men does not include Warren's denouement where the survivors go forward despite the tragedies they have endured. All the King's Men can never be construed as an optimistic book, but it offers in its closing passages a stubbornness of hope that include Willie's dying words, "It might have been different, Jack. You have to believe that." The film's less complicated vision does not provide for such alternate possibility.