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When you pack a movie with the likes of Sean Penn, Kate Winslet, Jude Law, Sir Anthony Hopkins, Patricia Clarkson, and Mark Ruffalo, the resulting film should be anything but badly acted and tedious. So what went wrong? Why is All the King?s Men an overblown, miscast disaster? The blame has to be shared by the screenwriter, director, editor, and those who decided to cast British actors as Southerners without demanding they get into character by adopting the appropriate accent.

I chose not to watch the 1949 Oscar classic again because I didn?t want that version to taint my opinion of director Steven Zaillian?s take on All the King?s Men. Zaillian?s film should be allowed to succeed or fail based on its own merit. And fail it does, quite miserably, but not simply because it?s a remake. That?s the least of its downfalls. Remakes don?t necessarily automatically spell disaster in my book, but this is definitely a case where the first film spawned from the source material (Robert Penn Warren?s Pulitzer Prize winning-novel) should have been allowed to go down in history as the only film adaptation of All the King?s Men. I know I?d like to forget having ever sat through this botched and bloated mess.

The Story

All the King?s Men follows the emergence of Willie Stark (Penn), an anonymous hick from the wrong side of the tracks, into one of the most powerful men in politics. Stark begins his political journey fighting corrupt officials and underhanded businessmen whose illegal doings result in the death of schoolchildren.

Stark?s soon tapped as a patsy by the power-hungry Tiny Duffy (James Gandolfini in a performance only the smallest step away from Tony Soprano). Tiny believes Stark is someone who can split the votes of the ?ignorant? folks of the good state of Louisiana. But Tiny?s plans blow up big time when Stark learns from his confidant/pseudo moral compass, newspaper reporter Jack Burden (Jude Law ? the film?s unenthusiastic narrator) that he?s being used. At that point Stark begins his power-to-the-less-fortunate campaign in earnest, pledging to take down those who would take advantage of his people - the uneducated and underprivileged.

Stark ran his campaign on a pro-hick (as he refers to his constituents) platform however once he?s elected governor, he transforms into exactly the sort of man he campaigned so stridently against. Stark uses and abuses his power, going from a soda pop-slurping family man to a philanderer willing to destroy his enemies by any means necessary, the laws and common decency be damned.

Acting and Direction

Some are calling Penn?s over-the-top turn as Stark Oscar-worthy. I?m not one of those joining in the Oscar chorus. Posturing and pontificating to beat the band, arms flailing about all willy-nilly, Penn?s performance is so far off the scale of believability that it jarred me out of the film whenever he delivered a speech. His mannerisms were too distracting.

Zaillian?s decision to shoot Penn speaking on the capitol steps, lit in such a way that his shadow appears to be a separate character projected on the wall of the building, did absolutely nothing to enhance the scene. Because Penn's flailing around like a drowning man, his shadow seems to be doing a jig of its own on the building. That can?t be what the director intended. And don?t ask why, but the scene reminded me of that brief sequence in the original Exorcist where the clay statue comes to life and waves its arms, backlit by the setting sun. (See how much my mind was wandering during this yawner?)

Winslet pops in now and again as Anne Stanton, daughter of Louisiana?s deceased governor and high school (or maybe college) sweetheart of Jack Burden. A lot of who Winslet?s character is is left unexplained, and the actress is totally wasted in an unappealing, underdeveloped role.

The same goes for Mark Ruffalo (the only one of the bunch able to do a Southern accent). I?m laying odds 3/4 of his scenes are resting on the cutting room floor. What we see in the film can?t be all there is to Ruffalo?s character. He flits in and out of the film a few times but never hangs around long enough for the audience to understand his motivations, which means that in the film?s final dramatic act, the audience is left with no explanation as what compelled him to action.

As with Ruffalo's role in All the King's Men, the majority of the side characters are frustratingly vague. Even Sir Anthony Hopkins doesn?t escape from All the King?s Men untarnished. Hopkins is playing a moneyed Southern gentleman and doesn?t even attempt to make his character sound like he?s ever visited Louisiana.

The Bottom Line

All the King?s Men doesn?t set up Stark?s turn to the dark side. One day he?s preaching to the masses, the next he?s bribing oil companies and checking out strippers. Where?s the middle ground? How does a man who begins the film as a struggling door-to-door salesman married to a schoolteacher all of a sudden do an about-face? The dots don?t connect. The picture is exasperatingly incomplete.

Grade: D+

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