Sean Penn gives another powerhouse performance in All the King's Men, leading a topnotch cast in writer-director Steven Zaillian's underrated adaptation of the Pulitzer prize-winning 1946 novel by Robert Penn Warren. When you consider that the previous 1949 film version earned well-deserved Academy Awards for director Robert Rossen and actors Broderick Crawford and Mercedes McCambridge, it's no surprise that Zaillian's film was expected to earn similar acclaim, but lukewarm critical reception and disappointing box-office gave it the stigma of a noble failure. And while the film (which moves Warren's story from the Depression-era '30s to the early 1950s) suffers from uneven pacing, partial miscasting, and an occasional lack of dramatic tension, it still qualifies as a first-class production that resonates with the timeless relevance of Warren's piercing political classic. Like Broderick before him, Penn is riveting as Louisiana governor Willie Stark, an upstart political dynamo (freely inspired by controversial real-life Louisiana governor Huey P. Long) whose rise to power is ultimately doomed by corruption and betrayal.

Jude Law costars as political reporter Jack Burden, our firsthand witness to Stark's rise and inevitable fall; his orbit of political insiders includes a corrupt judge (Anthony Hopkins) with a dark secret to hide; a longtime friend (Mark Ruffalo) and former lover (Kate Winslet) who fall victim to Stark's influence; and political staffers (James Gandolfini, Patricia Clarkson) who remain powerless against Stark's ill-fated populist juggernaut. At Sean Penn's request, former child star Jackie Earle Haley (from the original Bad News Bears) makes a welcome return to movies as Willie Stark's quietly intense bodyguard, "Sugar-Boy." Coproduced by Louisiana-born political consultant James Carville, filmed on authentic Louisiana locations and boasting all the stately, luxurious production values of a would-be Oscar contender, All the King's Men clearly benefits from Penn's fiery performance and Zaillian's earnest embrace of Warren's still-potent subject matter. And while the film's shortcomings may have prevented it from achieving unanimous acclaim, this is still a serious, well-crafted drama with much to say about the insidious potential for fascism in America, especially when well-meaning politicians lose their souls to power. --Jeff Shannon

On the DVD
The special features that accompany All the King's Men further demonstrate the film's in-production status as a potential classic. While the "making of" featurette is perfunctory at best, the other featurettes are definitely worthwhile despite Sean Penn's conspicuous absence. In "Shake Hands with the Devil," the film's cast, producer, and writer-director Steven Zaillian discuss the timeless theme of political corruption; "An American Classic" is a concise profile of Robert Penn Warren, paying tribute to the poet and author's literary achievements; and "The Legend and Lore of Huey Long" examines the life and legacy of the still-beloved governor who won the hearts of working-class Louisianans while falling prey to his own ambition. "LA Confidential" is a brief featurette about the film's use of authentic Louisiana locations and the positive effect they had on cast and crew; three deleted scenes were obviously cut from the film for purposes of time, yet offer ample proof of Zaillian's established skill as one of Hollywood's top screenwriters; and the alternate ending extends beyond the film's final shot, with a funeral scene that serves as a melancholy (and ultimately unnecessary) coda to the film's Greek-tragic drama. --Jeff Shannon

All the King's Men

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