Interestingly, Zaillian chose not to watch the original film, basing his screenplay solely on the novel.

The film is gorgeously shot by Pawel Edelman, with an emotional soundtrack by James Horner and period music supervised by T Bone Burnett (O BROTHER, WHERE ART THOU?). The all-star cast also includes Kate Winslet as Stanton's sister and a former love of Burden's, Anthony Hopkins as a compromised judge, and Jackie Earle Haley as a Stark thug. Stark surrounds himself with smart, well-connected people, including journalist (and narrator) Jack Burden (Jude Law), right-hand man Tiny Duffy (James Gandolfini), and doctor Adam Stanton (Mark Ruffalo), using them as both willing and unwilling players in his march to the top. But the smell of power leads to back-room corruption, lies, and betrayal. Stark starts out as a man of the people, proud to be a hick, wanting to make a difference to the struggling families in his community. ) But whereas the novel and first film set the story of pride, ambition, jealousy, and dirty politics in pre-World War II Louisiana, writer-director Steven Zaillian (SEARCHING FOR BOBBY FISCHER) moves the action to the 1950s, a much different time in American history, with the Great Depression and the war over and McCarthyism just around the corner. (In 1949, the original ALL THE KING'S MEN, directed by Robert Rossen, was a huge hit, earning Oscars for Best Picture, Best Actor, and Best Supporting Actress. Sean Penn gives an electrifying performance as rising politician Willie Stark in ALL THE KING'S MEN, the second film based on Robert Penn Warren's Pulitzer Prize-winning novel.

What It Takes by Jude Sierra